AMENDMENT NO









EX-10.53




 




AMENDMENT

NO. 2 TO




AMENDED

AND RESTATED EMPLOYMENT AGREEMENT




 




AMENDMENT NO. 2 dated

March 11, 2002 to AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated April 16,

1997, between Syratech Corporation, a Delaware corporation (the “Company”), and

Leonard Florence (the “Executive”).




 




WHEREAS, the Company and

the Executive are parties to an Amended and Restated Employment Agreement dated

as of April 16, 1997, which was amended by Amendment No. 1 dated July 29, 1998

(as so amended, the “Agreement”), (capitalized terms used and not otherwise

defined herein shall have the meaning given to such terms in the Agreement);




 




WHEREAS, the Company and

the Executive have agreed to amend the provisions of the Agreement relating to

(i) the Executive’s accrued paid time off and (ii) certain other matters.




 




NOW, THEREFORE, in

consideration of the mutual covenants and agreements herein contained, the

parties agree as follows:




 




1.             Payments. 

In recognition of the Executive’s prior service to the Company,

including accrued “paid time off” as defined in the Company’s written policy

dated as of January 1, 2001, the Company shall, as of the date hereof, pay the

Executive a lump sum of $655,000, subject to appropriate withholding

requirements.  After the date hereof,

the Executive shall no longer accrue paid time off.




 




2.             Base Salary during Advisory Period.  In recognition of the Executive’s prior

service to the Company, the Company agrees that, notwithstanding the provisions

of Section 3.2 of the Agreement, the Executive’s Base Salary during the

Advisory Period shall be $320,000 per annum in equal installments pursuant to

the Company’s normal payroll practices. 

Such Base Salary shall not be decreased during the Advisory Period,

although it may be increased in the sole discretion of the Board.  If the Base Salary is increased at any time,

the Company shall so inform the Executive within 30 days of the determination

of the Board of Directors.  If the Company

(through the President and Chief Executive Officer) and the Executive agree in

writing that the Executive shall work in excess of 40 days per year at any time

during the Advisory Period, the Company shall compensate the Executive on a per

diem basis for such additional days of work at a per diem rate equal to $8,000

per day for each day or part thereof that such work is performed.  All such per diem amounts shall be paid to

the Executive not less frequently than on a monthly basis as such work is

performed.




 




3.             Bonus. 

The Company shall pay the Executive a performance bonus of $138,000

based on the Company’s performance in 2001, which bonus is consistent with the

performance bonus that will be paid to the Company’s other senior

management.  The Company shall, as of

the date hereof, pay such bonus to the Executive in a lump sum, subject to

appropriate withholding requirements.




 




4.             Options. 

As soon as is practicable, the Company shall adopt a 2002 Stock

Incentive Plan and shall grant to the Executive an incentive stock option to

purchase 100,000




 





























 




shares

of the Company’s Common Stock, $.01 par value per share, thereunder.  Such options shall have an exercise price of

$1.00 per share, shall have a ten year term, shall vest equally over a three

year period (in quarterly increments in arrears) and shall be fully vested upon

either the death of the Executive or upon a change of control of the Company.




 




5.             Automobile. 

The Company confirms that the provisions of Section 5.2 of the Agreement

shall continue during the Advisory Period. 

In addition, the Company agrees that, at any time until the end of the

Advisory Period, the Executive shall have the right (but not the obligation) to

purchase the automobile then being provided to the Executive by the Company at

its then depreciated book value.  If the

Executive exercises such right at any time during the Advisory Period, the

Company shall continue to pay the expenses of maintenance and operation of such

automobile for the term of the Advisory Period but shall not have any further

obligation to provide the Executive with exclusive use of an automobile.




 




6.             Duties; Title; Office and Support.  (a) 

The Executive acknowledges that, effective March 11, 2002, Robert Meers

will be employed by the Company as its President and Chief Executive Officer.  Notwithstanding the Company’s employment of

Robert Meers, the Executive agrees that the term of his full-time employment

shall continue through April 16, 2002, and the Executive shall devote his full

working time and energies to the business and affairs of the Company through

April 16, 2002.  The Executive shall

continue to be paid the Base Salary pursuant to the Company’s normal payroll

practices through April 16, 2002.  The

Advisory Period shall commence on April 17, 2002 pursuant to the terms of the

Agreement, including the provisions of Section 2 hereof.




 




(b)           As

of the date hereof, notwithstanding Section 2.1 of the Agreement, the

Executive’s duties shall be to assist the Company in its transition to a new

Chief Executive Officer by providing reasonable advice and consultation as may

be requested from time to time in order to maintain the business and retain the

goodwill of the Company’s vendors and suppliers.  In addition, the Executive shall assist the Company, as may

reasonably be requested, in connection with various matters with respect to

which the Executive was directly or indirectly involved prior to the date

hereof, including, without limitation, in connection with any issues relating

to financial reporting or litigation. 

For the avoidance of doubt, the Executive and the Company agree that the

Executive’s duties during the Advisory Period shall include the Executive’s

organization of and/or attendance at charitable functions and other events

which, in the reasonable judgment of the Executive following consultation with

the Company’s President, advance the Company’s goodwill, community relations,

business purposes and/or relations with vendors, customers or suppliers as well

as any other related and/or personal matters which are not adverse to the

interests of the Company.




 




(c)           As of the date hereof,

notwithstanding Section 2.2 of the Agreement, the Executive will be the

Company’s Chairman.  It is currently

anticipated that the Executive will remain as Chairman throughout the Advisory

Period; provided, however, that the Company reserves the right at any time to

change such designation should the Board of Directors determine that such

change is in the best interests of the Company’s shareholders.  No such change shall be made without prior

consultation with the Executive and at least 30 days prior written notice to

the Executive.  In any event, the

Executive’s term of service as a member of the




 




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 Company’s Board of Directors shall be subject

to the terms of the Stockholders’ Agreement dated as of April 16, 1997.




 




(d)           At the outset of the Advisory Period,

the Executive shall continue to occupy his current office and the Executive

agrees that such office shall be used to discharge the Executive’s duties

hereunder.  It is currently anticipated

that the Executive shall continue to occupy such office throughout the Advisory

Period; provided, however, that the Company reserves the right to relocate the

Executive to an alternate office location which is comparable to the office

currently occupied by the Executive should the Board of Directors determine

that such relocation is in the best interests of the Company’s

shareholders.  No such relocation shall

be made without prior consultation with the Executive and at least 30 days

prior written notice to the Executive. 

The Executive shall be entitled to retain his present secretarial

arrangements until May 16, 2002.  In any

event, during the Advisory Period, the Executive shall continue to work with

the following staff:  (i) his current

secretary or, in the event her employment with the Company terminates, such

other secretary reasonably acceptable to the Executive; (ii) the Costa Rican

employee who works in the showroom and currently provides secretarial and other

support services to the Executive, or in the event her employment with the

Company terminates, such other employee located in Costa Rica reasonably

acceptable to the Executive; and (iii) other staff for personal accounting and

tax matters.




 




7.             Mutual Nondisparagement:  Each of the Executive and the Company (by

its senior executive officers and directors) agree that he/it will not

disparage the other to any third-party. 

A breach of the promise set forth in this paragraph shall constitute a

material breach hereof, entitling the other party to seek injunctive relief.




 




8.             Health Insurance.  Pursuant to a resolution of the Board of Directors at a meeting

held on June 29, 1999, the Executive and his spouse will be provided with

continued health insurance benefits to be paid by the Corporation during the

term of the Agreement and thereafter, which shall continue upon the termination

of the Agreement for the remainder of the Executive’s life and his spouse’s

life.  Should the Company modify or

change its coverages, such benefits shall be at least equal to and not less

than those benefits currently provided by the Company to them.




 




9.             Attorney’s fees. 

The Company agrees to reimburse the Executive for his reasonable

attorney’s fees actually incurred in connection with the negotiation of this

Amendment.




 




10.           Ratification.  (a) 

The Executive acknowledges and agrees that, after giving effect to this

Amendment, the Company is in full compliance with the Agreement.  The Company agrees that as of the date

hereof, the Executive is in full compliance with the Agreement.  All other terms of the Agreement are hereby

ratified and confirmed to remain in full force and effect.




 




(b)           The Company agrees that all acts of

the Executive taken at any time from the inception of the Company and/or any

subsidiary of the Company to and including the date hereof, whether (i) fully

reflected in the records of the Company or any subsidiary, (ii) reflected in

incomplete or unsigned records of the Company or any subsidiary, including, but

not limited to (A) the amendments to the Loan and Security Agreement, (B) the

purchase and/or leasing of 




 




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real

and/or personal property, (C) the establishment of depositories or corporate

funds, (D) corporate borrowing, (E) expenditures of corporate funds, (F) adoption

of employee benefit plans and (G) any and all other acts or omissions of said

officers and directors taken in good faith, be and the same hereby are

ratified, confirmed and approved in all respects.




 




[Remainder of Page Intentionally Left Blank]




 




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IN WITNESS WHEREOF, the

parties have duly executed this Amendment No. 2 to the Agreement as of the date

first written above.




 








	

   


  	

  SYRATECH CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David V. Harkins


  	

   


  
	

   


  	

  Name: David V. Harkins


  
	

   


  	

  Title:  Director


  
	

   


  	

   


  
	

   


  	

  /s/


  	

  Leonard Florence


  	

   


  
	

   


  	

  Leonard Florence


  










 




 




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