AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 10 ^th day of August, 2009, by and between LIFETIME BRANDS, INC., a Delaware corporation (the "Employer"), and RONALD SHIFTAN (the "Executive").

W I T N E S S E T H:

WHEREAS, Employer and Executive entered into an Employment Agreement dated as of October 17, 2005 (the “Employment Agreement”);

WHEREAS, Employer and Executive entered into an Amendment dated as of June 7, 2007 of the Employment Agreement (the “First Amendment”);

WHEREAS, Employer and Executive entered into an Amendment dated as of February 21, 2008 of the Employment Agreement, as amended by the First Amendment (the “Second Amendment” and, together with the First Amendment, the “Amendments”);

WHEREAS, Employer and Employee desire to further amend and restate the Employment Agreement, as amended by the Amendments

NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties hereto hereby agree that the Employment Agreement as amended by the Amendments is hereby further amended and restated as follows:

1. Employment and Duties

(a) General . Effective as of July 1, 2005 (the "Effective Date"), the Employer hereby employs the Executive as the Vice Chairman and Chief Operating Officer of the Employer, and the Executive agrees upon the terms and conditions herein set forth to be employed by the Employer. In such capacity, the Executive shall report directly to the Chief Executive Officer of the Employer. The Executive shall perform all of the duties normally accorded to such position, as directed by the Employer.

(b) Services . For so long as the Executive is employed by the Employer, the Executive shall perform his duties faithfully and shall devote his full business time, attention and energies to businesses of the Employer, and while employed, shall not engage in any other business activity that is in conflict with his duties and obligations to the Employer.

(c) No Other Employment . During the Term, the Executive shall not, directly or indirectly, render services to any other person or organization for which he receives compensation; provided, however, that upon the receipt of the Board's prior written

approval to be granted in its sole discretion, which approval shall not unreasonably be withheld, the Executive may accept an election to the board of directors of no more than two other companies without being deemed to have violated Section 1(b) hereof, provided that such activities do not otherwise conflict with his duties and obligations to the Employer. No such approval will be required if the Executive seeks to perform services without direct compensation therefore in connection with the management of personal investments or in connection with the performance of charitable and civic activities, provided that such activities do not contravene the provisions of Section 1(b) and Section 5 thereof.

(d) Board Membership . The Executive is currently Vice Chairman and a member of the Board of Directors of the Employer. The Employer shall recommend that Executive be nominated for re-election to the Board and to be re-appointed Vice Chairman of the Board annually during the Term. Upon request by the Employer at the end of the Term, or upon notice given by the Employer or Employee of the intention not to extend the Term, the Executive shall resign his membership on the Board of Directors and resign as Vice Chairman at the time he is no longer employed by the Employer.

2. Term of Employment .

Term . The term of the Executive's employment under this Agreement (the "Term") shall commence on the Effective Date and continue until December 31, 2012, unless his employment is sooner terminated pursuant to the provisions of Section 4 hereof; provided, however, that commencing on December 31, 2012 and on each anniversary of that date thereafter, the Term shall be extended for an additional one year period unless either party gives notice of the intention not to extend the Term at least 180 days prior to each such anniversary date.

3. Compensation and Other Benefits . Subject to the provisions of this Agreement, the Employer shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for all services rendered hereunder:

(a)     Salary . As of January 1, 2008, the Employer shall pay to the Executive a base salary (the "Salary") at an annual rate of $518,000. As of January 1, 2010, the salary payable by the Employer to the Executive shall be increased to an annual rate of $566,000. The Salary shall be payable to the Executive in accordance with the normal payroll practices of the Employer as are in effect from time to time.

(b)     Bonuses . For each year during this Agreement, commencing with the year ending December 31, 2009, the Executive shall receive bonuses determined as follows:

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 with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ending December 31,

2009; 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.

Notwithstanding anything to the contrary contained in this Agreement, the Adjusted IBIT Performance Bonus for any such year will be zero if the Adjusted IBIT achieved by the Employer for such year is less than the threshold Adjusted IBIT for such year, and in no event will an Adjusted IBIT Performance Bonus for such year be more than the maximum target bonus for such year even if the Adjusted IBIT achieved by the Employer for such year exceeds the maximum Adjusted IBIT for such year.

The Employer shall pay in each of the immediate following years to the Executive the Adjusted IBIT Performance Bonus earned by the Executive for such preceding year within ten days of the Employer filing with the Securities and Exchange Commission its Annual Report on Form 10-K for such preceding year; 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.

The bonuses payable by the employer to the Executive pursuant to this clause (ii) shall be awarded under and subject to the terms of the Employer’s 2000 Incentive Bonus Compensation Plan (the “Plan”); provided, however, if the Employer shall determine that such bonuses would not qualify under the terms of the Plan., the Employer shall use its best efforts to amend the Plan so that such bonuses would qualify under the terms of the Plan; provided further, however, if the Employer is unable to so amend the Plan, the Employer shall enter into another financial arrangement with the Executive to provide the Executive with the same economic benefit, on an after-tax basis, as the Executive would have received if such bonuses had qualified under the terms of the Plan.

(y) by the Employer or the Executive due to the Executive’s Disability, or (z) by reason of the Executive’s death, the Annual Adjusted IBIT Performance Bonus payable to the Executive or his estate, as the case may be, accrued to the date of termination of the Executive’s employment shall be that amount equal to (1) the amount of the Annual Adjusted IBIT Performance Bonus that would have been payable to the Executive if the Executive’s employment had not been terminated during the year times (2) a fraction the numerator of which is the number of months elapsed during the year up to and including the month of termination of the Executive’s employment and the denominator of which is 12.

The Executive shall be entitled to participate in any other annual bonus plan maintained by the Employer for its senior executives on such terms and conditions as may be determined from time to time by the Compensation Committee of the Board of Directors of the Employer.

(c)        Annual Individual Goal Bonus . For each year during the Agreement, commencing with the year ending December 31, 2009, the Executive shall be entitled to receive an Annual Individual Goal Bonus equal to 10% of his Salary for such year based on meeting individual measurable objectives set by the Chief Executive Officer and monitored by the Compensation Committee of the Board of Directors. If the Executive meets at least 50% of such objectives, he shall be entitled to an Annual Individual Goal Bonus equal to 5% of his Salary for such year. If the Executive meets less than 50% of such objectives, he shall not be entitled to receive any Annual Individual Goal Bonus for such year.

d)         Option Grants . The Employer has granted, effective August 10, 2009, an option to Executive to purchase 125,000 shares of the Employer’s common stock (the "Stock") pursuant to the Employer’s 2000 Long-Term Incentive Plan, as it may be amended from time to time, equal to the closing price of the common stock on August 10, 2009. The options are exercisable no more than five (5) years from the date of grant. Twenty Five percent (25%) of the options vest and become exercisable on December 31, 2009, and the balance shall vest and become exercisable in three equal annual installments thereafter commencing on December 31, 2010. Such options shall be subject to earlier vesting as provided elsewhere in this Agreement.

(e) Expenses .

(i)     The Employer shall promptly reimburse the Executive for all reasonable out-of-pocket expenses incurred by the Executive in connection with his employment hereunder upon submission of appropriate documentation or receipts in accordance with the policies and procedures of the Employer as in effect from time to time.

(ii)    The Employer agrees to reimburse, upon submission of appropriate documentation in accordance with the policies and procedures of the Employer as in effect from time to time, the Executive in full for services paid by the Executive, or pay directly, upon submission by the Executive to the Corporation of statements for services payable by the Executive, rendered by any person or persons of the Executive’s choice that the Executive retains to advise the Executive with regard to legal, financial, investment and/or tax advice, and the drafting of wills and trusts in connection with estate planning; provided however such reimbursement or payment shall not in the aggregate exceed fifteen thousand dollars ($15,000) during any calendar year beginning with the calendar year 2009.

(f) Pension, Welfare and Fringe Benefits . During the Term, the Executive shall be eligible to participate in the pension, medical, disability and life insurance plans applicable to senior executives of the Employer generally in accordance with the terms of such plans as in effect from time to time. The foregoing shall not be construed to limit the ability of the Employer or any of its affiliates to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.

(g) Life Insurance . The Employer shall reimburse, upon submission of appropriate documentation in accordance with the policies and procedures of the Employer as in effect from time to time, the Executive for the first $60,000 of total premiums per year with respect to a life insurance policy on the life of the Executive which policy shall be purchased by Executive and owned by the Executive and the benefits of which shall be payable to the Executive's beneficiaries.

(h) Vacation . During each year of the Term the Executive shall be eligible for thirty (30) days paid vacation, in accordance with the policies periodically established by the Board for similarly situated senior executives of the Employer.

(i) Automobile Use . During the term of Executive’s employment hereunder, Employer shall provide the Executive with an Audi A8L or similar vehicle and reimbursement of expenses incurred in connection therewith.

4. Termination of Employment . Subject to the notice and other provisions of this Section 4, the Employer shall have the right to terminate the Executive's employment hereunder, and the Executive shall have the right to resign, at any time for any reason or for no stated reason.

(a) Termination for Cause; Resignation Without Good Reason .

(i) If, prior to the expiration of the Term, the Executive's employment is terminated by the Employer for “Cause” (as defined below) or if the Executive resigns from his employment hereunder other than for “Good Reason” (as defined below), the Executive shall be entitled to the following amounts only: (A) payment of his Salary accrued up to and including the date of termination or resignation of his employment, (B) payment in lieu of any accrued but unused vacation time, and (C) payment of any unreimbursed expenses (collectively, the "Accrued Obligations"). Except to the extent required by the terms of the programs described in Section 3(e) or applicable law, the Executive shall have no further right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment. Notwithstanding anything to the contrary in this Agreement, the Executive shall be entitled to exercise any then-outstanding stock options granted to the Executive that shall have vested on or prior to such termination or resignation of employment.

(ii) "Cause" means (i) the Executive is convicted of a felony involving moral turpitude or (ii) the Executive is guilty of willful gross neglect or willful gross misconduct in carrying out his duties under this Agreement, resulting, in either case, in material economic harm to the Employer.

(iii) “Good Reason” means the occurrence of any of the following without the Executive’s prior written consent: (a) a reduction in the Executive’s salary unless such reduction is in connection with a company-wide reduction in officers’ salaries; (b) a material diminution in the Executive’s duties, or the assignment to the Executive of duties materially inconsistent with his authority, responsibilities and reporting requirements as set forth in Section 1 of this Agreement; (c) the failure of the Board or a nominating committee thereof to nominate the Executive for election to the Board or as Vice-Chairman of the Board and Chief Operating Officer, (d) the Employer, the Board or any person controlling the Employer requires the Executive to relocate his principal place of employment to a location other than New York, New Jersey or Connecticut unless such relocation is temporary or the result of exigent circumstances; or (e) the failure of the Employer to obtain the assumption in writing of its obligations to perform this Agreement by any successor to all or substantially all of the business or assets of the Employer not later than the effective date of such transaction; or (f) a material breach of this Agreement by the Employer. In the event that Executive elects to terminate the Agreement for Good Reason, he shall notify the Employer in writing of the grounds for such termination within thirty (30) days of the commencement of such condition and the Employer shall have twenty (20) days from receipt of such notice to cure such condition.     

(iv) Termination of the Executive's employment for Cause shall be communicated by delivery to the Executive of a written notice from the Employer stating that the Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination; provided, however, that no such written notice shall be effective unless the cure period specifie