Exhibit 10.1
AMENDMENT
of
EMPLOYMENT AGREEMENT
THIS AMENDMENT Of EMPLOYMENT
AGREEMENT, dated as of this 10 th day of August, 2009
(this “Amendment”), by and between LIFETIME BRANDS,
INC., a Delaware corporation (the "Employer"), and JEFFREY SIEGEL
(the "Executive").
W I T N E S S E T H:
WHEREAS, Employer and Executive
entered into an Employment Agreement dated as of May 2, 2006 (the
“Employment Agreement”);
WHEREAS, as of the date of this
Amendment the Employer is paying to the Executive a Salary at an
annualized rate of $960,268; and
WHEREAS, Employer and Executive
desire to amend the Employment Agreement upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of
the promises and the mutual covenants herein contained, the parties
hereto hereby agree as follows:
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1.
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Amendment
. The Employment
Agreement is hereby amended as follows:
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(A) Sections 3(b)
and 3(c) of the Employment Agreement are hereby amended in their
entirety as follows:
(b)
Bonuses . For each year during this Agreement, commencing
with the year ending December 31, 2009, the Executive shall receive
bonuses determined as follows:
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(i)
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Bonuses for 2009
With respect to the year ending
December 31, 2009, the Executive shall receive the bonuses provided
for in Sections 3(b) and 3(c) of this Agreement in effect prior to
the amendments thereto made pursuant to the amendments made in this
Agreement dated August 10, 2009 (which bonuses for purposes of this
Agreement are assumed to result in a greater amount); provided,
however, in no event shall the aggregate amount payable to the
Executive pursuant to such Sections 3(b) and 3(c) exceed the
“2009 Annual Adjusted IBIT Performance Bonuses” as
defined in this Section 3(b).
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For purposes of this Agreement, the
2009 Annual Adjusted IBIT Performance Bonus shall be that amount
shown opposite the Adjusted IBIT achieved by the Employer for such
year in the 2009 Adjusted IBIT Performance Bonus Table delivered
concurrently herewith to the Executive by the Compensation
Committee (the “Compensation Committee”) of the Board
of Directors of the Employer (the “2009
Adjusted IBIT Performance Bonus
Table”), provided, however, if the amount of the Adjusted
IBIT achieved by the Employer for such year is an amount between
two of the amounts in such table the Annual Adjusted IBIT
Performance Bonus for such year shall be that amount equal
to:
(x) the Annual Adjusted IBIT
Performance Bonus that would be payable by the Employer to the
Executive if the Adjusted IBIT achieved is the lower of such
amounts, plus
(y) that amount equal to:
(1) a fraction the numerator of
which is the difference between the Adjusted IBIT achieved and the
lower of the two such amounts and the denominator of which is the
difference between the two such amounts times
(2) the difference between the
amounts of the bonuses that would be paid with respect to the two
such amounts.
Notwithstanding anything to the
contrary contained in this Agreement, the 2009 Adjusted IBIT
Performance Bonus will be zero if the Adjusted IBIT achieved by the
Employer for the year ending December 31, 2009 is less than the
threshold Adjusted IBIT for 2009 and in no event will the 2009
Adjusted IBIT Performance Bonus be greater than the maximum 2009
Adjusted IBIT Performance Bonus even if the Adjusted IBIT achieved
by the Employer for the year ending December 31, 2009, exceeds the
maximum Adjusted IBIT for 2009.
The Employer shall pay in 2010 to
the Executive the Adjusted IBIT Performance Bonus for 2009 earned
by the Executive within ten days of the Employer filing its Annual
Report on Form 10-K for the year ending December 31, 2009 with the
Securities and Exchange Commission; provided, however if the date
established by the Internal Revenue Service (the “IRS Payment
Date”) by which such payment must be made in order for the
Employer to deduct the amount of the Adjusted IBIT Performance
Bonus for such year is earlier, the Employer shall pay, (i) if the
Employer can determine such amount by the IRS Payment Date, such
amount prior to the IRS Payment date or (ii) if the Employer cannot
determine such amount by the IRS Payment Date, 90% of the
Employer’s good faith estimate of such amount by the IRS
Payment Date and the balance, if any, as soon thereafter as the
Employer can determine such amount. If, however, 90% of the
Employer’s good faith estimate of such amount is more than
the Adjusted IBIT Performance Bonus for such year, the Executive
shall promptly return such excess to the Employer as soon as the
Employer shall notify the Executive of the amount of such
excess.
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(ii)
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Bonuses for 2010 and Years
Thereafter. For each year
following the year ending December 31, 2009, the Compensation
Committee will prepare an Adjusted IBIT Performance Bonus Table for
such year which shall be similar to the 2009 Adjusted IBIT
Performance Table except that (A) the Adjusted IBIT to be achieved
by the Employer for the Executive to obtain 100% of the target
bonus will be based on the annual budget for such year prepared by
the management of the Employer and discussed by the management of
the Employer with the Board of Directors of the Employer and (B)
the target bonus payable upon achieving 100% of the target Adjusted
IBIT for such year will be 100% of the Salary payable to the
Executive for such year. Similarly, the threshold Adjusted IBIT for
such year will be an amount between 52% and 56% of the target
Adjusted IBIT for such year which, if achieved, would entitle the
Executive to receive 50% of the target bonus for such year
consistent with the Adjusted IBIT Performance Bonus Table for such
year. Similarly, the maximum Adjusted IBIT for such year will be an
amount between 210% and 215% of the target Adjusted IBIT for such
year which, if achieved, would entitle the Executive to receive
200% of the target bonus for such year, consistent with the
Adjusted IBIT Performance Table for such year.
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Notwithstanding anything to the
contrary contained in this Agreement, the Adjusted IBIT Performance
Bonus for any such year will be zero if the Adjusted
