ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) Departure of Principal Operating Officer
On June 11, 2018, Ronald Shiftan, the Vice Chairman of the Board of Directors
(the "Board") and Chief Operating Officer of Lifetime Brands, Inc. (the
"Company"), informed the Company of his retirement as an officer of the Company,
effective March 15, 2019 (the "Retirement Date").
(e) Compensatory Arrangements of Principal Operating Officer
In connection with his retirement, the Company and Mr. Shiftan entered into a
Retirement Agreement (the "Retirement Agreement") setting forth the terms of his
continued employment through the Retirement Date. Prior to the Retirement Date,
the Company and Mr. Shiftan agreed that neither will terminate Mr. Shiftan's
employment pursuant to the Third Amended and Restated Employment Agreement by
and between the Company and Mr. Shiftan, dated as of November 24, 2015,
including amendments through November 8, 2017 (the "Employment Agreement"),
except by the Company for cause, by Mr. Shiftan for good reason, by either of
them on account of disability, or by reason of Mr. Shiftan's death.
During the period from June 11, 2018 through the Retirement Date (the
"Transition Period"), Mr. Shiftan will continue to perform such duties as may be
assigned to him by the Company's Chief Executive Officer, provided that during
the period from January 1, 2019 through the Retirement Date, his time commitment
will be reduced to 50% of what it had been over the prior 36 months.
Unless his employment is terminated as described above, through the Retirement
Date, Mr. Shiftan will remain Vice Chairman of the Board (subject to re-election
to the Board at the Company's 2018 Annual Meeting of Stockholders scheduled to
be held on June 28, 2018) and Chief Operating Officer, and will continue to be
entitled to receive his base salary and expense reimbursement, automobile,
vacation, pension, insurance and other benefits provided pursuant to the
Employment Agreement and continued vesting of his previously granted equity
awards. The Company will continue to pay him 100% of his base salary pursuant to
the Employment Agreement through December 31, 2018, and then for the remainder
of the Transition Period will pay him at the rate of 50% of such base salary.
His 2018 bonus eligibility will be determined and paid in accordance with the
Employment Agreement, provided that he will not be entitled to any other bonus
compensation, including in respect of the portion of the year that he works in
On or following the Retirement Date, as long as Mr. Shiftan remains employed by
the Company until the Retirement Date, (i) his unvested time-based equity awards
will vest, (ii) his performance-based equity awards will vest to the extent that
the applicable performance goals were obtained and pro-rated for the portion of
the performance period ending on the Retirement Date, (iii) he will receive a
lump sum payment equal to the sum of (a) $650,000 and (b) the average of the
bonuses paid to him pursuant to the Employment Agreement for each of 2016, 2017
and 2018, (iv) he will receive reimbursement of up to six months of rental
payments on an apartment that he maintains near the Company's principal offices,
and (v) he will be permitted to serve out the remainder of his term as a member
of the Board (subject to the Board's right to remove him for cause), in each
case upon the effectiveness of a customary release executed by him on or after
the Retirement Date but no later than April 22, 2019.
Following the Retirement Date, Mr. Shiftan will remain subject to the
non-competition and non-solicitation obligations set forth in the Employment
The foregoing description is qualified in its entirety by the Retirement
Agreement, which is filed as Exhibit 10.1 hereto and hereby incorporated by
ITEM 8.01. OTHER EVENTS.
On June 12, 2018, the Company issued a press release to announce Mr. Shiftan's
retirement. A copy of the press release is filed as Exhibit 99.1 hereto and
hereby incorporated by reference herein.
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