Lifetime Brands, Inc. (NASDAQ:LCUT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2019, Lifetime Brands, Inc. (the Company) and Taylor Parent, LLC (Taylor Parent) entered into an amendment (the Stockholders Agreement Amendment) to that certain Stockholders Agreement, dated as of March 2, 2018 (the Stockholders Agreement), by and between the Company and Taylor Parent. The Stockholders Agreement Amendment provides that certain actions that the Stockholders Agreement restricts the Company from taking (the Company Actions) may be permitted with the consent of Taylor Parent, which consent shall not be unreasonably withheld, conditioned or delayed. The Stockholders Agreement Amendment replaces the requirement in the Stockholders Agreement that the Company obtain the consent of certain directors selected by Taylor Parent for election to the Companys board of directors prior to taking such Company Actions.
The information provided in this Item 1.01 is qualified in its entirety by reference to the terms of the Stockholders Agreement Amendment attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 11, 2019, the Company entered into amendments (the Employment Agreement Amendments) to the existing effective employment agreements (the Employment Agreements) between the Company and each of Robert Kay, Jeffrey Siegel, Laurence Winoker and Daniel Siegel (the Executive Officers).
The Employment Agreement Amendments amend the annual bonus provisions of each of the Employment Agreements to provide that for the year ending December 31, 2019 and each year thereafter, the portion of each Executive Officers annual bonus based on Company performance shall be determined based upon the Companys Adjusted EBITDA (as defined in each of the Employment Agreement Amendments). The Employment Agreement Amendments also make certain technical changes.
On October 11, 2019, the Company also entered into an amendment (the Siegel 2020 Amendment) to the employment agreement between the Company and Jeffrey Siegel, which becomes effective on January 1, 2020 (the Siegel 2020 Employment Agreement), to make certain technical changes to the calculation of Adjusted EBITDA for purposes of the portion of Mr. Siegels annual bonus based on Company performance provided under the Siegel 2020 Employment Agreement.
The information provided in this Item 5.02 is qualified in its entirety by reference to the terms of each of the Employment Agreement Amendments attached hereto as Exhibits 10.2, 10.3, 10.4 and 10.5 and the Siegel 2020 Amendment attached hereto as Exhibit 10.6, each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
| 10.6 | First Amendment, dated October 11, 2019, to the Fourth Amended and Restated Employment Agreement, dated as of June 27, 2019, by and between Lifetime Brands, Inc. and Jeffrey Siegel |