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[ONEIDA LETTERHEAD]
September 6, 2005
Mr. Terry G. Westbrook
c/o Oneida Ltd.
163-181 Kenwood Avenue
Oneida, New York 13421
Dear Terry:
This letter
agreement (the "Employment Agreement") sets forth our mutual
understanding concerning your employment as
President and Chief Executive
Officer of Oneida Ltd., a New York
corporation, and any of its subsidiaries or
affiliates (the "Company"), effective as of
March 23, 2005 (the "Effective
Date").
1. Term. The
initial term of this Employment Agreement shall commence on
the Effective Date, and shall end on May
31, 2006, unless earlier terminated in
accordance with Section 5 below. This
Employment Agreement shall be
automatically renewed for additional one
year terms thereafter, unless the
Company delivers notice of termination at
least 60 days prior to the end of the
initial term or any renewal term. The
period during which this Agreement remains
in effect is hereinafter referred to as the
"Term".
2. Title;
Reporting; Duties. You shall serve as the President and Chief
Executive Officer of the Company, reporting
to the Company's Board of Directors
(the "Board"). You shall also be
renominated for election to the Board at the
2005 annual general meeting of shareholders
of the Company. You shall have such
duties and responsibilities, commensurate
with your position, as may be assigned
to you from time to time by the Board.
3. Compensation
and Benefits. Subject to the provisions of this Employment
Agreement, the Company shall pay and
provide you the following compensation and
benefits during the Term:
(a) Base Salary.
The Company shall pay you a base salary (the "Base
Salary") of $400,000 per annum, payable in
accordance with the Company's regular
payroll practices, subject to review and
increase by the Company's Board of
Directors in any extended term of this
Agreement.
(b) Sign-On
Bonus. As inducement for your acceptance of employment with the
Company, you shall receive a one-time bonus
in the amount of $65,000 upon
execution of this Employment Agreement.
(c) Annual Cash
Bonus. You shall participate in the Company's Fiscal 2006
Annual Incentive Plan-Cash Bonus Plan (the
"AIP") at the same level as other
Group 1 employees. For purposes of the AIP
and the equity plan described in
Section 3(d) below, your initial Base
Salary shall be deemed to be $465,000 per
annum.
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(d) Equity
Incentive Compensation; Change in Control. The Company is
currently in the process of establishing a
new equity plan to incentivize Senior
Executives of the Company. When such equity
plan is established, and upon each
subsequent grant under such equity plan,
you shall be entitled to an award grant
at a level appropriate to your position at
the Company based upon your Base
Salary under Section 3(c) of this
Agreement. All unvested awards granted to you
under such equity plan shall automatically
vest and be delivered upon a Change
in Control (as defined in the relevant
equity plan and award agreements under
which such awards are granted to you) and
shall otherwise be subject to such
other terms and conditions as are from time
to time generally applicable to
Senior Executives of the Company. Except in
the case of your voluntary election
to terminate, if your employment terminates
prior to a vesting date, upon such
termination you shall be entitled to
receive a pro rata portion of the
applicable fiscal year's award grant
(calculated through the date of
termination) which shall vest on the
applicable vesting date and be delivered to
you on the applicable delivery date under
the terms of the equity plan.
(e)
Housing/Rental Car. The Company shall provide you with a
furnished
apartment and a rental car (or a leased
car, if determined by the Company to be
more cost-effective), in Oneida, New York
("Oneida").
(f)
Reimbursement of Expenses. The Company shall reimburse you for the
cost
of air and ground travel for commuting from
and to your home in Chicago,
Illinois and the Company's headquarters in
Oneida, plus the cost of subsistence
while in Oneida and the amount of certain
incremental costs, up to $500 per
month, related to your home in Chicago
while in Oneida. In addition, the Company
shall reimburse you, upon presentation of
written documentation thereof, in
accordance with the applicable expense
reimbursement policies and procedures of
the Company as in effect from time to time,
for any reasonable and customary
expenses, including without limitation the
cost of any travel expenses, incurred
by you in the fulfillment of your duties
hereunder.
(g) Vacation.
You shall be entitled to four (4) weeks paid vacation in
accordance with the plans, policies,
programs and practices of the Company in
effect from time to time and applicable
generally to other Senior Executives of
the Company.
(h) Benefits.
You shall be included, to the extent eligible, in all the
employee benefit plans or programs of the
Company as available to other Senior
Executives of the Company and such other
benefit plans or programs as may be
specified by the Board, but in no event
shall you participate in, or receive
benefits under, the Company's QSERP or
Restoration Plan.
4. Other
Payments.
(a)
Extraordinary Services. You shall receive a payment equal to
$15,000
for extraordinary services rendered by you
as a Director of the Company prior to
your becoming President and Chief Executive
Officer pursuant to this Employment
Agreement, payable in a lump-sum as soon as
practicable following the execution
of this Employment Agreement.
(b) Legal Fees
and Expenses. The Company shall reimburse you, as soon as
practicable upon presentation of written
documentation thereof, in accordance
with the applicable expense reimbursement
policies and procedures of the
Company, for any reasonable legal fees and
expenses up to a total of $7,500,
incurred by you in connection with the
review and negotiation of this Employment
Agreement.
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5. Termination
of Employment.
(a) Death or
Disability. Upon your death or Disability this Agreement shall
automatically terminate. For the purposes
of this Agreement, "Disability" is
defined as Executive's physical or mental
inability to perform his material
duties for a period of thirty (30)
days.
(b) Termination
Generally. The Company shall have the right to terminate
your employment at any time and for any
reason, and you shall have the right to
terminate your employment with the Company
at any time and for any reason,
provided that thirty (30) days advance
notice is provided by the party electing
to terminate the Agreement.
(c) Payments
Upon Disability, Termination Without Cause, Resignation for
Good Reason, and Failure to Renew. Subject
to your execution of a release of
claims against the Company in the form
attached hereto which you represent has
been reviewed by your attorney, if (i) you
are terminated due to Disability,
(ii) the Company terminates your employment
during the Term for any reason other
than for Cause or (iii) you resign from
employment with the Company for Good
Reason, the Company shall continue to pay
you your Base Salary for a period of
180 days follow
