LIFETIME BRANDS, INC
EX-10.1; EMPLOYMENT AGREEMENT
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<TYPE>EX-10
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<FILENAME>ex10_1f8k050206k.htm
<DESCRIPTION>EX-10.1; EMPLOYMENT AGREEMENT
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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Exhibit 10.1 </B></FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EMPLOYMENT AGREEMENT </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AGREEMENT
dated as of April 18, 2006, between LIFETIME BRANDS, INC., a Delaware corporation (the
&#147;Company&#148;), and ALAN R. KANTER (the &#147;Executive&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive is currently an executive officer of Syratech Corporation, a Delaware
corporation (&#147;Syratech&#148;). Syratech, Wallace International de P.R., Inc., a
Delaware corporation (&#147;Wallace&#148;), CHI International, Inc., a Maryland
corporation (&#147;CHI International&#148;), and Syratech (H.K.) Limited, a Hong Kong
corporation (&#147;Limited&#148; and, together with Syratech, Wallace and CHI
International, the &#147;Sellers&#148;) have entered into that certain Asset Purchase
Agreement dated as of March 8, 2006 with the Company and Syratech Acquisition Corporation,
a Delaware corporation (the &#147;Asset Purchase Agreement&#148;), pursuant to which,
among other things, the Company has agreed to purchase substantially all of the assets of
the Sellers and all of the ongoing business operations of the Sellers as conducted by the
Sellers on the Closing Date under the Asset Purchase Agreement (collectively, the
&#147;Business&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
ensure that the Company will continue to have the benefit of the Executive&#146;s services
with respect to the Business after the Closing under the Asset Purchase Agreement, the
Asset Purchase Agreement requires that the Executive and the Company enter into this
Agreement and that this Agreement be in full force and effect at the Closing under the
Asset Purchase Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company wishes to employ the Executive, and the Executive wishes to be employed by the
Company, which employment shall become effective at the Closing under the Asset Purchase
Agreement and shall be on the terms and subject to the conditions set forth below in this
Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of the covenants and agreements herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows: </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-5- </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. <U>Employment and
Acceptance; Effective Date; Employment Term</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1
The Company hereby employs the Executive and the Executive hereby accepts employment from
the Company for a term of service determined in accordance with this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2
This Agreement shall become effective, without any further action by either of the
parties, upon the date (the &#147;Effective Date&#148;) of the consummation of the Closing
under the Asset Purchase Agreement. If for any reason whatsoever the Closing under the
Asset Purchase Agreement does not occur, then this Agreement shall become null and void
and shall have no further force or effect, and neither party hereto shall have any
liability or obligation to the other party whatsoever, including any liability for
special, indirect or consequential damages of any kind. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.3
The Executive&#146;s term of employment pursuant to this Agreement shall commence on the
Effective Date and, unless otherwise terminated pursuant to Section 4 of this Agreement,
shall continue until the third anniversary of the Effective Date (the &#147;Initial
Term&#148;). The Executive&#146;s employment shall continue thereafter for consecutive
periods of one year (each, an &#147;Additional Term&#148;), unless otherwise terminated
pursuant to Section 4 of this Agreement or unless either the Executive or the Company
gives written notice to the other no later than ninety (90) days prior to the expiration
of the Initial Term or any Additional Term, as the case may be, of the decision not to
extend the Executive&#146;s employment. The period of the Executive&#146;s employment
hereunder shall hereinafter be referred to as the &#147;Employment Term.&#148; Upon the
expiration of the Employment Term (a) the Company shall continue to pay the Executive his
base salary (as provided in Section 3.1 hereof) at the rate in effect on the date of
termination hereunder and in accordance with the Company&#146;s payroll practices
applicable to the Executive at that time for a period of one (1) year; (b) the Company
shall at its expense cause the Executive&#146;s coverage under all of the Company&#146;s
insurance plans which were in effect at the expiration of the Employment Term to continue
during such one (1) year period as if the Executive had remained employed by the Company
during such period, in each case to the extent available under the Company&#146;s
insurance plans existing during such one (1) year period; and (c) Section 8 shall remain
in effect during such one (1) year period. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. Duties and Authority </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1
<U>Duties</U>. During the Employment Term, the Executive shall devote his full working
time and energies to the business and affairs of the Company. The Executive agrees during
such Employment Term to use his best efforts, skill and abilities to promote the
Company&#146;s interests, and to perform such duties (consistent with his status as set
forth below in this Section 2) as may be assigned to him by the Board of Directors of the
Company (the &#147;Board&#148;) or by the Chief Executive Officer of the Company (the
&#147;CEO&#148;) or his designee. During the Employment Term, the Executive shall not,
directly or indirectly, without the prior written consent of the Company, render any
services to any other person, or acquire any interests of any type in any other person;
<U>provided</U>, <U>however</U>, that the foregoing shall not be deemed to prohibit the
Executive from (a) acquiring, solely as an investment and through market purchases,
securities of any entity that is registered under Section 12 of the Securities Exchange
Act of 1934 and which are publicly traded so long as he is not part of any control group
of such corporation, (b) acquiring, solely as an investment, any securities of, or
interests in, any other entity so long as he remains a passive investor in such entity and
does not become part of any control group thereof and so long as such entity has no
material business connection with the Company or any of its subsidiaries, or (c) (i) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-6- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>devoting such time and energy as the
Executive deems appropriate consistent with his duties hereunder to the work of
eleemosynary institutions of the Executive&#146;s choosing, or (ii) continuing with his
ownership interests in Iconexus, LLC, a Massachusetts limited liability company, Metal
Masters, LLC, a Massachusetts limited liability company and Performance Indicator LLC, a
Maryland limited liability company; <U>provided</U>, that such work does not interfere,
conflict or compete with the Executive&#146;s full, complete and faithful performance of
his duties hereunder. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2
<U>Authority</U>. During the Employment Term, the Executive shall serve as an Executive
Vice President of the Company, Chairman of Wallace International de P.R., Inc., a Delaware
corporation and subsidiary of the Company, and Group President for Flatware, Home
D&eacute;cor and Frames. In such capacities, subject to the direction and control of the
Board and the CEO, the Executive shall manage and direct the Company&#146;s flatware, home
d&eacute;cor and picture frame businesses. The Executive will perform his services subject
to the direction and control of the Board and the CEO or his designee and will report to
the CEO or his designee and, if requested to do so, to the Board. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3
<U>Location of Service</U>. The Executive&#146;s principal office location shall be at the
Company&#146;s office in the Boston, Massachusetts area; <U>however</U>, the Executive
recognizes that frequent travel, both within and outside the United States of America, may
be required in connection with his responsibilities under this agreement. In addition, at
the Company&#146;s request, the Executive may be required to attend meetings with the
Board, the CEO and with other executives of the Company, and to keep such persons fully
informed of the Executive&#146;s activities. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Compensation</U>.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1
<U>Base Salary</U>. The Company shall pay or cause to be paid to the Executive during the
Employment Term, a base salary of not less than Four Hundred Twenty Thousand Dollars
($420,000) per annum, payable in monthly or more frequent installments in accordance with
the Company&#146;s regular payroll practices for senior executives. It is expressly
contemplated that the Company may, in its discretion but without any obligation, increase
the Executive&#146;s base salary during the Employment Term. Once the Executive&#146;s
base salary shall have been increased, it shall not thereafter be decreased without his
written consent<B>.</B> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2
<U>Performance Bonus</U>. Following the completion of the Company&#146;s fiscal years
ending December 31, 2006, December 31, 2007 and December 31, 2008, the Executive shall be
eligible to receive a year-end bonus (a &#147;Performance Bonus&#148;). The Performance
Bonus, if any, payable to the Executive shall be an amount determined in accordance with
the following: </FONT></P>



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     <TH></TH>
     <TH></TH></TR>
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     <TD WIDTH=37% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Fiscal year</FONT></TD>
     <TD WIDTH=63% ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Performance Bonus Amount</FONT></TD></TR>
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     <TD COLSPAN=2><HR NOSHADE COLOR=#000000 SIZE=1></TD></TR>
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     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2006</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.5% of EBIT for 2006.</FONT></TD></TR>
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     <TD COLSPAN=2><HR NOSHADE COLOR=#000000 SIZE=1></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2007</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The sum of (a) 1.5% of EBIT for 2007, plus (b) 7.5% of the positive</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>difference, if any, between EBIT for 2007 less EBIT for 2006.</FONT></TD></TR>
<TR>
     <TD COLSPAN=2><HR NOSHADE COLOR=#000000 SIZE=1></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2008</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The sum of (a) 1.5% of EBIT for 2008, plus (b) 7.5% of the positive</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>difference, if any, between EBIT for 2008 less EBIT for 2007.</FONT></TD></TR>
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     <TD COLSPAN=2><HR NOSHADE COLOR=#000000 SIZE=1></TD></TR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-7- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
purposes of the foregoing, &#147;EBIT&#148; for any year shall mean Earnings (as defined
below) of the Business for such year, and will be determined from the accounting books and
records of the Business maintained in the ordinary course of business consistent with past
practices. For this purpose, &#147;Earnings&#148; shall be &#147;net income&#148;
determined in accordance with generally accepted accounting principles, plus any
deductions for interest and income taxes that were included in the determination of such
Earnings. The Company shall pay the Performance Bonus, if any, with respect to each
applicable fiscal year within thirty (30) days following the completion of the
Company&#146;s audited financial statements for such fiscal year. The Performance Bonus
due, if any, shall be payable in cash. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>3.3 Stock Option. </U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3.1
On the Effective Date, the Company shall grant the Executive a non-transferable option
(the &#147;Option&#148;) to purchase 75,000 shares of the Company&#146;s common stock, par
value $.01 per share, at an exercise price equal to the fair market value of such shares
as of the date of grant. The Option shall be granted under the Company&#146;s Stock Option
Plan in effect as of the Effective Date (the &#147;Option Plan&#148;) and shall be subject
to all of the terms, conditions, limitations and restrictions contained therein. The
Option shall be evidenced by a written stock option agreement in the standard form used by
the Company (the &#147;Option Agreement&#148;), which Option Agreement shall provide that,
subject to Section 3.3.2 below, the Option shall vest over four (4) years, with one fourth
vesting on the first anniversary of the grant date and three-fourths vesting in equal
monthly installments over the following three (3) years; the term of the Option shall be
ten (10) years, subject to earlier termination as set forth in the Option Agreement. In
the event of a conflict between the terms of this Section 3.3 and the terms of the Option
Plan and/or the Option Agreement, the terms of the Option Plan and/or the Option
Agreement, as the case may be, shall govern. The Executive represents that he is an
accredited investor as such term is defined pursuant to Regulation D under the Securities
Act of 1933 and that he will acquire the Option, and that he will be acquiring the shares
upon exercise of the Option, for investment purposes only and not with a view to the
resale, transfer or other distribution thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3.2
In the event that, pursuant to Section 1.3 hereof, the Company gives written notice to the
Executive prior to the expiration of the Employment Term of the Company&#146;s decision
not to extend the Executive&#146;s employment hereunder, then, notwithstanding anything in
Section 3.3.1 to the contrary, any portion of the Option which has not already vested
shall vest immediately upon the normal expiration of the then-current Employment Term. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4
<U>Automobile Allowance</U>. During the Employment Term, the Company shall pay the
Executive an automobile allowance in the amount of $750 per month. This automobile
allowance is intended to cover all expenses associated with the Executive&#146;s use of an
automobile for Company business, so that no other expenses relating to such automobile use
will be reimbursed, except gas and tolls incurred in using such automobile for Company
business. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>3.5 Other Benefits.
</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5.3
During the Employment Term, the Executive shall remain e1igible to participate in any
pension, profit-sharing, bonus, stock award, stock option or similar plan or program of
the Company now existing or established hereafter in which the Company&#146;s executive
employees are generally entitled to participate, to the extent that he is eligible under
the general provisions thereof. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-8- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5.2
During the Employment Term, the Executive also shall remain eligible to participate in any
group insurance, hospitalization, medical, health and accident, disability, or similar
plans and programs (collectively, &#147;Insurance Plans&#148;) of the Company now existing
or hereafter established in which the Company&#146;s executive employees are generally
entitled to participate, to the extent that he is eligible under the general provisions
thereof. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination
of Service.</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1
<U>Discharge for Cause</U>. The Company may discharge the Executive for cause at any time
and thereby terminate the Executive&#146;s Employment Term. Such discharge shall be
effected by written notice (the &#147;Discharge Notice&#148;) to the Executive which shall
specify the reasons for the Executive&#146;s discharge and the effective date thereof. As
used herein, the term &#147;for cause&#148; shall mean: (i) the Executive&#146;s willful
violation of specific written directions from the Board or the CEO (which directions must
not be inconsistent with the provisions of this Agreement); (ii) the Executive&#146;s
conviction for, entering a plea of guilty or nolo contendere, or agreeing to a civil
penalty or entering into a consent decree, in connection with (A) any felony or any other
crime involving fraud, embezzlement or bribery, or (B) any banking or securities law
violation related to the Company; (iii) the Executive&#146;s having committed an act of
disloyalty, dishonesty or breach of trust relating to the Company; (iv) the engaging by
the Executive in misconduct involving moral turpitude; (v) the willful engaging by the
Executive in conduct that is injurious to the Company or any of its direct or indirect
subsidiaries, or has or threatens to have a material adverse impact on the Company or any
of its direct or indirect subsidiaries; (vi) the Executive&#146;s extended absences
without permission or his failure to work on a full-time basis (other than any such
failure resulting from the Executive&#146;s disability as described in Section 4.2
hereof); (vii) the Executive&#146;s charging of material improper expenses to the Company;
(viii) the breach or violation of any provision of this Agreement, including, but not
limited to, the confidentiality, non-solicitation and non-competition and
non-disparagement provisions set forth in paragraphs 7, 8 and 9 hereof, and the failure to
cure the some within ten (10) days after receipt of written notice thereof. Upon
termination pursuant to this Section 4.1, this Agreement and all benefits hereunder shall
terminate, except (a) that such discharge and termination shall not affect Subpart (b) of
Section 12.4 or any rights which the Executive may have at the time of discharge and
termination pursuant to any insurance or other death benefit (excluding the death benefit
provided for in Section 4.3), bonus, retirement, severance pay or stock award plans or
arrangements of the Company or any subsidiary, or any stock option plan or any options
granted thereunder, which rights shall continue to be governed by the provisions of such
plans and arrangements, and (b) as otherwise provided in Sections 7, 8 and 9 hereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2
<U>Disability</U>. The Executive&#146;s Employment Term may be terminated if the Executive
becomes disabled during his employment hereunder so that he is unable substantially to
perform his services hereunder for six consecutive months. Such disability shall be
determined by a mutually agreeable independent physician after the expiration of said six
months, said termination to be effective at least thirty days after written notice to the
parties of such determination. The Company shall pay the Executive his full compensation
through such effective date and shall pay or cause to be paid to the Executive until the
first anniversary of such effective date annual compensation in an amount equal to not
less than 40% of the Executive&#146;s final base salary as defined in Section 3.1. Amounts
paid to the Executive pursuant to this Section 4.2 shall not (i) diminish or otherwise
adversely affect any retirement benefits to which the Executive might otherwise be
entitled, or (ii) affect any rights which the Executive may have at the time of
termination pursuant to any insurance or other death benefit, bonus, retirement, severance
pay or stock award plans or arrangements of the Company or any subsidiary, or any stock
option plan or </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-9- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>any options granted thereunder,
which rights shall continue to be governed by the provisions
of such plans and arrangements. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3
<U>Death</U>. If the Executive shall die during the Employment Term, this Agreement and
all benefits hereunder shall terminate except that (i) the Executive&#146;s surviving
spouse, if any, sha11 be entitled to receive the Executive&#146;s final base salary as
defined in Section 3.1 to the last day of the twelfth month next following the month in
which his death occurs; and (ii) such termination shall not affect any rights which the
Executive may have at the time of his death pursuant to any insurance or other death
benefit, bonus, retirement, or stock award plans or arrangements of the Company or any
subsidiary, or any stock option plan or any options granted thereunder, which rights shall
continue to be governed by the provisions of such plans and arrangements. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4
<U>Discharge Without Cause; Diminution of Duties and Responsibilities</U>. The Company
retains the right to discharge the Executive without cause at any time by written notice
of termination of employment given to the Executive, which notice shall become effective
no sooner than 90 days after receipt thereof. Notwithstanding the failure of the Company
to give such notice, if the Executive shall not be continued during the Employment Term in
the positions, and with the responsibilities, powers and authority provided in Section 2
hereof, or if the location of the Executive&#146;s employment is moved more than
twenty-five (25) miles from its location as of the date hereof, the Executive shall have
the right to terminate his employment hereunder by giving written notice to the Company at
any time within ninety days following and as a result of either such event unless the
occurrence of such event is corrected prior to the effective date of termination specified
in the Executive&#146;s written notice of termination, which such effective date specified
in such notice shall be no sooner than thirty days following the date on which such notice
is given. If the Company discharges the Executive without cause, or if the Executive
terminates his employment hereunder pursuant to this Section, subject to Section 4.5, the
Executive shall continue to receive, as severance compensation, his base salary (as
provided in Section 3.1 hereof) at the rate in effect on the date of termination
hereunder, and in accordance with the Company&#146;s payroll practices applicable to the
Executive at that time, until the later to occur of: (i) one year following the effective
date of any such termination; and (ii) the remainder of the Employment Term then in effect
at the time of any such termination. In addition, the Company shall at its expense cause
the Executive&#146;s coverage under all of the Company&#146;s insurance plans which were
in effect at the termination of the Executive&#146;s Employment Term to continue until the
first anniversary of the termination of his employment hereunder, as if he had remained
employed by the Company until such date. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Executive shall not be required to seek or accept other employment in order to mitigate
his damages hereunder, and the Company&#146;s obligations to pay him following such
termination shall not be reduced by the amount of any compensation actually received by
the Executive for employment with any other person. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-10- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.5
Release. Notwithstanding anything in Section 4.4 to the contrary, in no event shall the
Executive be entitled to receive any amounts, rights or benefits under Section 4.4 unless
he executes a release of claims against the Company in form and substance as set forth in
Exhibit A attached hereto. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.
<U>Expenses.</U></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1
Upon submission of proper vouchers, the Company will pay or reimburse the Executive for
all transportation, hotel, living and entertainment expenses incurred by the Executive on
business trips outside the metropolitan Boston area reasonably incurred by him in
connection with all pre-approved activities relating to the business of the Company and
its subsidiaries during the Employment Term, all in accordance with the Company&#146;s
policies in effect on the date hereof and/or hereafter from time to time during the term
of this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2
In the event that the Executive institutes any legal action to enforce his rights under,
or to recover damages for breach of, this Agreement, and he is the prevailing party in
such an action, he shall be entitled to recover from the Company any actual expenses for
reasonable attorneys&#146; fees and disbursements incurred by him. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification</U>.
The Company will indemnify the Executive and his legal           representatives to the
fullest extent permitted by the laws of the State of           Delaware and the Executive
shall be entitled to the protection of any insurance           policies the Company may
elect to maintain generally for the benefit of its           directors and officers,
against all costs, charges and expenses whatsoever           incurred or sustained by him
or his legal representatives in connection with any           action, suit or proceeding
to which he or his legal representatives may be made           a party by reason of his
being or having been a director or officer of the           Company or any of its
subsidiaries, or action taken purportedly on behalf of the           Company or any of
its subsidiaries. The Company will, upon request by the           Executive, promptly
advance or pay any amounts for costs, charges or expenses           (including but not
limited to legal fees and expenses incurred by counsel           retained by the
Executive) in respect of his right to indemnification hereunder,           subject to a
later determination as to the Executive&#146;s ultimate right to           receive such
payment, and the Executive&#146;s undertaking to repay such amounts           if it is
later determined that he is not entitled to any such amount advanced.           The
provisions of this Section 6 will survive any termination of this Agreement.  </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation" -->
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Protection
of Confidential Information</U>.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1
<U>Covenant</U>. The Executive acknowledges and agrees that the Company and its direct and
indirect subsidiaries (collectively, the &#147;Beneficiaries&#148;) own, control and have
exclusive access to a body of existing technical knowledge and technology, and that the
Beneficiaries have expended and are expending substantial resources in a continuing
program of research, development and production with respect to their businesses. The
Beneficiaries possess and will continue to possess information that has been or will be
created, discovered or developed, or has or will otherwise become known to the
Beneficiaries, and/or in which property rights have been or will be assigned or otherwise
conveyed to the Beneficiaries, which information has commercial value in the business in
which the Beneficiaries are engaged including information about costs, profits, markets,
sales, products, key personnel, pricing policies, operational methods, technical processes
and other business affairs and methods, plans for future development and other information
not readily available to the public. All of the aforementioned information is hereinafter
called &#147;Confidential Information.&#148; The Executive acknowledges that his
employment by the Company creates a relationship of confidence and trust between the </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-11- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Executive
and the Beneficiaries, and that by reason
of such employment the Executive will come into possession of, contribute to, have access
to and knowledge of Confidential Information. The Executive further acknowledges that the
services to be performed under this Agreement are of a special, unique, unusual,
extraordinary and intellectual character. The Executive further acknowledges that the
business of the Company is international in scope, and that the nature of the
Executive&#146;s services, position and expertise are such that he is capable of competing
with the Company from nearly any location in the Western hemisphere. In recognition of the
foregoing, the Executive covenants and agrees that during the period of his employment and
at all times thereafter, the Executive will use and hold such Confidential Information
solely for the benefit of the Beneficiaries and shall not use such Confidential
Information for the Executive&#146;s own benefit or for the benefit of any third party.
The Executive shall not, directly or indirectly, disclose or reveal such Confidential
Information, in any manner, to any person other than the Company&#146;s employees unless
required by law and, then, to the extent practicable, only following prior written notice
to the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2
<U>Specific Remedy</U>. If the Executive commits a material breach of any of the
provisions of Section 7.1, the Company shall have, in addition to the other remedies
provided by law, the right and remedy to have such provisions specifically enforced by any
court having equity jurisdiction, without the requirement for the Company to post any
bond, it being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3
The provisions of this Section 7 shall survive any termination of this Agreement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Non-Competition</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.1
<U>Covenant</U>. <B>1.</B> In recognition of the considerations described in Section 7.1
and in the preamble to this Agreement, the Executive agrees that he shall not, without the
written permission of the Company (i) enter into the employ of or render any services to
any person, firm, corporation or other entity engaged in any &#147;Competitive
Business&#148; (as defined in Section 8.3), (ii) engage in any Competitive Business for
his own account, (iii) become interested in any Competitive Business as an individual,
partner, shareholder, creditor, director, officer, principal, agent, employee, trustee,
consultant, advisor or in any other relationship or capacity, (iv) solicit or accept
business, in competition with any of the Beneficiaries, from any of the customers, or
known customer prospects of any of the Beneficiaries with whom the Executive had contact
during the Employment Term for the purpose of establishing, maintaining or furthering a
business relationship on the behalf of the Company, or otherwise induce or influence any
such customer or known customer prospect to reduce its volume of business, or terminate or
divert its relationship or otherwise in any way adversely affect its relationship, with
any of the Beneficiaries, or (v) employ, engage or retain, or solicit for employment,
engagement or retention, any person who, within the prior twelve (12) months, was a
director, officer, employee, consultant, advisor, representative or agent of the Company,
or encourage any such person to terminate his or her employment or other relationship with
any of the Beneficiaries; provided, however, that nothing contained in this Section 8.1
shall be deemed to prohibit the Executive from acquiring, solely as an investment through
market purchases, securities of any corporation which are registered under Section 12 of
the Securities Exchange Act of 1934 and which are publicly traded so long as he is not
part of any control group of such corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          The
provisions of paragraph (a) of this Section shall apply for and during the
          period of the Executive&#146;s Employment Term and as set forth in Section 1.3.  </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-12- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.2
<U>Specific Remedy</U>. In the event of a breach or threatened breach by the Executive of
Section 8.1, the Company shall, in addition to the other remedies provided by law, have
the right and remedy to have such provisions specifically enforced by any court having
equity jurisdiction, without any requirement to post any bond, it being acknowledged and
agreed that any breach or threatened breach of Section 8.1 will cause irreparable injury
to the Company and that money damages will not provide an adequate remedy to the Company.
Notwithstanding anything to the contrary contained in this Agreement, all options and
other incentive awards granted to the Executive and all retirement, insurance and other
benefits to which the Executive is entitled under any plan or agreement of the Company
shall continue to be governed by the provisions of such plan or agreement upon the
occurrence of any of the events referred to in Section 8.1. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.3
&#147;<U>Competitive Business</U>&#148;. The phrase &#147;Competitive Business&#148; as
used in this Agreement shall mean any line of business that is substantially the same as
any line of any operating business engaged in or conducted by the Company and which,
during, or at the expiration of, the Employment Term, the Company was engaged in or
conducting, or had, to the knowledge of the Executive, definitively planned to engage in
or conduct, and which during the fiscal year of the Company next preceding the date as of
which the determination of competitive stature needs to be made constituted at least 3% of
the gross sales of the Company and its subsidiaries on a consolidated basis. The Executive
may, without being deemed in violation of Section 8.1, become a partner or employee of, or
otherwise acquire an interest in, a stock or business brokerage firm, a consulting or
advisory firm, an investment banking firm, or a similar organization (whether in
partnership, corporate or other form) which, as part of its business, trades or invests in
securities of Competitive Businesses or which represents or acts as agent or advisor for
Competitive Businesses, but only on the condition that the Executive shall not personally
render any services in connection with any such Competitive Business, either directly to
such Competitive Business or other persons or to his firm in connection therewith. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Non-Disparagement</U>.
The Company and the Executive covenant and agree that           during the Employment
Term and following termination of the Employment Term,           neither party shall make
any disparaging, false or abusive remarks or           communications, written or oral,
regarding the Executive or the Company, the           Company&#146;s products, brands,
trademarks, officers, directors, officers,           employees, consultants, advisors,
licensors, licensees, customers, vendors or           others with which it has business
relationships.  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Arbitration
of Disputes</U>. Any controversy or claim arising out of or           relating to this
Agreement (or the breach thereof) shall be settled by final and           binding
arbitration in New York, New York by three (3) arbitrators. Except as           otherwise
expressly provided in this Section 10, the arbitration shall be           conducted in
accordance with the commercial rules of the American Arbitration           Association
(the &#147;Association&#148;) then in effect. One of the arbitrators           shall be
appointed by the Company, one shall be appointed by the Executive, and           the
third shall be appointed by the first two arbitrators. If the first two
          arbitrators cannot agree on the third arbitrator within the thirty (30) days of
          the appointment of the second arbitrator, then the third arbitrator shall be
          appointed by the Association. This Section 10 shall not be construed to limit
          the Company&#146;s right to obtain equitable relief under this Agreement with
          respect to any matter or controversy subject to this Agreement, and, pending, a
          final determination by the arbitrators with respect to any such matter or
          controversy, the Company shall be entitled to obtain any such relief by direct
          application to state, federal or other applicable court, without first being
          required to arbitrate such matter or controversy and without the necessity of
          posting bond.  </FONT></P>



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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-13- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>.
All notices, requests, consents and other communication required           or permitted
to be given hereunder shall be in writing and shall be deemed to           have been duly
given if delivered personally or sent by prepaid telegram, or           mailed
first-class, postage prepaid, by registered or certified mail, as follows           (or
to such other or additional address as either party shall designate by           notice
in writing to the other in accordance herewith):  </FONT></P>




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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11.1  </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If
the Company:  </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="500">
<TR VALIGN="TOP">
     <TD WIDTH="25%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="75%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">One Merrick Avenue<BR>
Westbury, New York 11590-6601</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>Attention: Board of Directors<BR>
(with a copy, similarly addressed by Attention: Legal Department)</FONT></TD></TR>
</TABLE>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.2
If to the Executive, to him at his address on the personnel records of the Company. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>General</U>. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.1
<U>Governing Law</U>. This agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York (without giving effect to those laws
that would require the application of the substantive law of another jurisdiction), except
that the provisions of Section 6 shall be governed by the laws of the State of Delaware. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.2
<U>Captions</U>. The Section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.3
<U>Entire Agreement</U>. This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and supersedes all prior agreements,
arrangements and understandings, written or oral, between the parties. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.4
<U>Termination of Prior Employment Agreement</U>. Any employment agreement between the
Executive and Syratech or any of its subsidiaries, including without limitation the
employment agreement with Syratech dated as of August 16, 1991, as amended (the
&#147;Syratech Employment Agreement&#148;), shall automatically terminate and be of no
force and effect, on the Effective Date hereunder, without any cost or expense to the
Company, Syratech or any of the other direct or indirect subsidiaries of the Company;
<U>provided</U>, <U>however</U>, that (a) Syratech shall pay to the Executive any accrued
but unpaid salary due to the Executive as of the Effective Date hereunder; and (b) the
retirement benefit set forth in section 3.4 of the Syratech Employment Agreement, as
amended, is hereby assumed by the Company and shall remain in full force and effect. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.5
<U>No Other Representations</U>. No representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and neither party shall be bound by
or liable for any alleged representation, promise or inducement not so set forth. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-14- </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.6
<U>Assignability</U>. This Agreement, and the Executive&#146;s rights and obligations
hereunder, may not be assigned by the Executive. The Company may assign its rights,
together with its obligations, hereunder in connection with any sale, transfer or other
disposition of all or substantially all of its business and assets; and such rights and
obligations shall inure to, and be binding upon, any successor to the business or
substantially all of the assets of the Company, whether by merger, purchase of stock or
assets or otherwise, which shall expressly assume such obligations. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.7
<U>Amendments; Waivers</U>. This Agreement may be amended, modified, superseded,
cancelled, renewed or extended and the terms or covenants hereof may be waived, only by a
written instrument executed by both of the parties hereto, or in the case of a waiver, by
the party waiving compliance. The failure of either party at any time or times to require
performance of any provision hereof shall in no manner affect the right at a later time to
enforce the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any
such breach, or a waiver of the breach of any other term or covenant contained in this
Agreement. </FONT></P>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written.  </FONT>
</TD>
</TR>
</TABLE>
<BR>



<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="600">
<TR VALIGN="TOP">
     <TD WIDTH="50%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH="50%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">LIFETIME BRANDS, INC.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR><BR>By:&nbsp;<U>/s/&nbsp;Jeffrey Siegel
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Name: Jeffrey Siegel<BR>
Title: Chief Executive Officer</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR><BR><U>/s/&nbsp;Alan R. Kanter
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Alan R. Kanter</FONT></TD></TR>
</TABLE>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-15- </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Exhibit A</U> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form of Release </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
good and valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, <U>/s/ Alan R. Kanter</U>, an individual (the &#147;Releasor&#148;), hereby
covenants and agrees as follows: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;          Release.
The Releasor hereby absolutely, irrevocably, knowingly and voluntarily           releases
and forever discharges each of the Releasees (as hereinafter defined)           from any
and all Claims (as hereinafter defined), whether or not any such Claim           is now
held, owned or possessed by the Releasor, whether any such Claim is known           or
unknown, suspected or unsuspected, billed or unbilled, disclosed or
          undisclosed, claimed or concealed, material or immaterial, absolute, fixed or
          contingent, direct or indirect or nominally or beneficially claimed by the
          Releasor, and whether any such Claim is past or present (but not any future
          Claims), which the Releasor may have or could assert against any Releasee, from
          the beginning of time through the date hereof (collectively, the &#147;Released
          Claims&#148;).  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain
Definitions.  As used in this Release: </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          &#147;<U>Releasees</U>&#148; means
Lifetime Brands, Inc, a Delaware corporation           (&#147;Lifetime&#148;) and each
and every one of its Affiliates, and each of the           stockholders, directors,
officers, employees, consultants, agents and           representatives of each of them.  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          &#147;<U>Claims</U>&#148; means
any and all claims, demands, disputes, charges,           complaints, controversies,
suits, proceedings, judgments, actions, causes of           action, cross-claims,
cross-actions, damages, debts, loans, dues, accounts,           rights, contracts,
agreements, covenants, promises, liabilities, obligations,           bonds, costs,
expenses, duties, guarantees and liens, in each case of every           kind, nature and
description, whether the same be in administrative proceedings,           in arbitration,
at law, in admiralty, in equity or mixed, in the United States           of America, in
any state or other political entity within the United States of           America or in
any other jurisdiction.  </FONT></P>



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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;          &#147;<U>Affiliate</U>&#148; of
any person or entity shall be deemed to be any           other person or entity directly
or indirectly controlled by, controlling or           under common control with that
person or entity.  </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Covenant Not to Sue</U>. The Releasor shall not at any time initiate or
          permit to be initiated any Claim against any of the Releasees with respect to
          any of the Released Claims or assert the invalidity of this Release. If,
          notwithstanding the foregoing, the Releasor brings any Claim against any of the
          Releasees in violation of the preceding sentence, then, in addition to any other
          remedies to which the Releasees may be entitled under applicable law, the
          Releasor shall fully indemnify and hold harmless each of the Releasees in the
          amount of any judgment or settlement and any related costs (including, without
          limitation, reasonable attorneys&#146; fees and expenses) entered against, paid
          or incurred by any of the Releasees in connection therewith. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-16- </FONT></P>


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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Essential to the Overall Transaction</U>. The Releasor acknowledges and
          agrees that its release set forth in this Release is an essential element of the
          consideration underlying the Employment Agreement by and between the Releasor
          and Lifetime, and is a principal reason that Lifetime was willing to enter into
          the Employment Agreement and perform its obligations thereunder, and therefore
          the value to Lifetime of the transactions contemplated under the Employment
          Agreement would be substantially diluted if the Releasor violated any of the
          terms of this Release. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Enforcement</U>. The Releasor hereby agrees that any breach or threatened
          breach by it of this Release will cause material and irreparable damage to the
          Releasees and that any remedy at law for any such breach or threatened breach
          will be inadequate. Therefore, the Releasor agrees that any of the Releasees
          shall have the right, in addition to, and not in lieu of, all other rights and
          remedies to which such Releasee may be entitled hereunder, under the Employment
          Agreement (with respect to Lifetime), pursuant to any statute, or pursuant to
          any common or judicial law (including, but not limited to, seeking such damages
          as it can show it has sustained by reason of such breach), to obtain expedited
          temporary or preliminary equitable relief, including a temporary restraining
          order and/or preliminary injunction (or similar order) from any court having
          personal jurisdiction over the Releasor without being required to post any bond
          or other security and without having to prove the inadequacy of the available
          remedies at law. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Reformation</U>. It is the intention of the Releasor that each provision of
          this Release shall be enforceable to the maximum extent permitted by applicable
          law. If any provision contained in this Release is determined by any court or
          other tribunal of competent jurisdiction to be invalid or unenforceable by
          reason of its being too extensive or restrictive in any respect, (x) such
          provision shall be interpreted to the maximum extent in all respects as to which
          it may be enforceable, all as determined by such court or other tribunal making
          such determination, and (y) in its reduced form, such provision shall then be
          enforceable, but such reduced form of provision shall only apply with respect to
          the operation of such provision in the particular jurisdiction in or for which
          such adjudication is made. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Oral Modification</U>. This release may not be modified orally, but only
          by a writing signed by each respective Releasee against whom the modification is
          to be enforced. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Survival</U>. The obligations and liabilities of the Releasor hereunder shall
          survive forever. This release shall remain in full force and effect
          notwithstanding the dissolution of any of the Releasing Parties after the date
          hereof. </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-17- </FONT></P>


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<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Signature page to
Release<BR>Dated as of April 18,2006] </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dated April 18, 2006 </FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>/s/ Alan Kanter</U><BR>
Alan Kanter </FONT></P>


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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>State of Massachusetts&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;)<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) ss.:<BR>
County of Suffolk&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On this <U>18th</U> day of <U>April
18</U>, <U>2006</U>, before me, <U>Alan Kanter</U>, personally appeared, personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that he/she executed the
same. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WITNESS my hand and official seal. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>/s/ Theresa A. Losco</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notary Public</FONT></P>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-18- </FONT></P>


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