Exhibit 10.9
AMENDMENT NO. 2 TO CONSULTING
AGREEMENT
AMENDMENT NO. 2 to CONSULTING
AGREEMENT, dated as of April 5, 2007, to be effective as of March
16, 2007 (“ Amendment No. 2 ”), by and between
Lenox Group Inc., with principal offices at One Village Place, 6436
City West Parkway, Eden Prairie, MN 55344 (“ LGI
” or the “ Company ”) and Carl Marks
Advisory Group LLC, with principal offices at 900 Third Avenue, New
York, NY 10022 (“ CMAG ” or “
Consultant ”).
WHEREAS, LGI and CMAG have
heretofore entered into a Consulting Agreement dated January 4,
2007, as amended by Amendment No. 1 dated January 12, 2007,
pursuant to which CMAG has been rendering management consulting
services (as so amended, the “ Consulting Agreement
”);
WHEREAS, CMAG has substantially
completed the tasks set forth in the Consulting Agreement described
as “Phase 1” therein;
WHEREAS, LGI now desires to engage
the financial and management consulting services of CMAG under
“Phase II” to assist LGI in the implementation of the
restructuring business plan and recommendations produced during
Phase I; and
WHEREAS, CMAG has agreed to provide
such financial and management consulting services subject to the
terms and conditions set forth in the Consulting Agreement, as
modified by the terms and conditions of this Amendment No.
2.
NOW, THEREFORE, in consideration of
the above premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 2 (captioned
“Scope”) of the Consulting Agreement is hereby amended
to replace the last two paragraphs pertaining to Phase 2 thereof to
read as follows:
“Phase 2: CMAG will lead, and
assist LGI and its personnel in, the implementation of the
restructuring business plan and other Phase 1 recommendations, as
approved by the Board of Directors on March 13, 2007 (collectively,
as may be amended from time to time by the Board of Directors with
the input of CMAG, the “Approved Plan”), with Marc L.
Pfefferle continuing on a substantially full-time basis as the
interim Chief Executive Officer. CMAG will provide the necessary
manpower as follows, and as approved by the Board of Directors, to
successfully implement the Approved Plan. Each CMAG
associates’ individual tenure may be adjusted by mutual
agreement of CMAG and LGI upon 30 days’ written advance
notice, as improvement projects are completed and as associated
overall workload is reduced.
“Managing Director Bret
Rattray will act initially as interim manager and subsequently will
assist LGI management to implement the business plan and process
improvements at Lenox Brands;
“Managing Director Walt
Denekas will assist LGI management to implement financial and
business process improvements and departmental
consolidations;
“Managing Director Ed Spinelli
will serve as interim manager for manufacturing and assist LGI
management to implement supply chain improvements, including the
consolidation of the Company’s Rogers, MD distribution center
into its Hagerstown, MD) facility;
“Managing Director John Given
will assist LGI management to implement product sourcing
improvements;
“Managing Director Don Stires
will assist LGI management to implement operational and financial
improvements at Department 56; and
“Managing Director Tyler
Montague will assist LGI management to implement the management
information systems consolidations and upgrades.
“CMAG will provide update
reports to the Board of Directors as reasonably
requested.”
Section 4 (captioned
“Compensation”) of the Consulting Agreement is hereby
amended as follows:
(a) To
replace the paragraph with respect to compensation to be paid
during Phase 2 to read as follows:
“Phase 2: LGI shall pay CMAG
for its consulting services a fixed fee of (i) $90,000 per monthly
period for Marc L. Pfefferle as i
