EXHIBIT 10.1 DEED OF AGREEMENT

 

 

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                                                                    EXHIBIT 10.1

 

 

THIS DEED OF AGREEMENT is made this 12th day of April 2005

 

BETWEEN

 

 

         (1)      PAUL MASSON  7 Netheravon Road, Chiswick London, W42NA

                  ("the Executive");

 

         (2)      ONEIDA  INTERNATIONAL,  LIMITED  (Company  Number [ ] ) whose

                  registered  office is at 106 Brent Terrace  London NW2 1BZ

                  ("the Company") ; and

 

         (3)      ONEIDA LTD. of 163-181 Kenwood Avenue, Oneida, New York 13421,

                  USA (as guarantor in certain circumstances for the payment and

                  performance of all obligations of the Company arising under

                  this Agreement) (the "Guarantor").

 

NOW IT IS HEREBY AGREED AS FOLLOWS:

 

1.  INTERPRETATION

 

"Affiliated Company"         means any holding company of the Company and any

                             subsidiary of the parent company and any subsidiary

                             of the Company (with the terms "holding company"

                             and "subsidiary" having the meanings given in

                             section 736 of the Companies Act 1985);

 

"Board"                      means the Board of Directors of the Company or the

                             directors present at a duly convened meeting of the

                             directors thereof at which a quorum is present and

                             includes any committee of the Board duly appointed

                             by it and (where the context so requires) any

                             reference to the Board in this Agreement shall be

                             construed as reference to a decision of majority of

                             the Board of Directors;

 

"Cause"                      means (a) the Executive willfully engaging in

                             illegal conduct or gross misconduct which is

                             materially and demonstrably injurious to the

                             financial condition or business reputation of the

                             Company or any Affiliated Company; (b) the

                             Executive's conviction of a criminal offence (other

                             than a road traffic offence not subject to a

                             custodial sentence) or any wilful perpetration of a

                             common law fraud; (c) the Executive's wilful and

                             continued failure or refusal to substantially

                             perform his duties with the Company; or (d) the

                             Executive committing any act of dishonesty whether

                             relating to the Company or any Affiliated Company

                             or any of its or their employees or otherwise.

 

"Control"                    has the meaning given to that word by section 840

                             of the Income and Corporation Taxes Act 1988;

 

"Financial Year"             means the financial year of the Company from time

                             to time;

 

"Intellectual Property"      includes letters patent, trade marks (whether

                             registered or unregistered), registered or

                             unregistered designs, utility models, copyrights

                             (including design copyrights), applications for any

                             of the foregoing and the right to apply for them in

                             any part of the world, discoveries, creations,

                             inventions or improvements upon or additions to an

                             invention, confidential information, know-how, any

                             research effort relating to any of the above

                             mentioned, business names (whether registrable or

                             not), moral rights and any similar rights in any

                             country;

 

 

 

 

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"Working Day"                means any day which is not a public or Bank Holiday

                             nor a Saturday or Sunday.

 

1.1      Unless the context otherwise requires words importing the singular

         include the plural and words denoting persons shall include

         corporations and vice versa.

 

1.2      Any reference to a statutory provision shall be deemed to include a

         reference to any statutory modification or re-enactment of it.

 

1.3      The clause headings do not form part of this Agreement and shall not be

         taken into account in its construction or interpretation and references

         to recitals, clauses and the schedule are references to recitals,

         clause and the schedule (as the case may be) of or to this Agreement.

 

2.       APPOINTMENT & DURATION

 

2.1      Subject to the terms of this Agreement the Company hereby employs the

         Executive to serve as Senior Vice President Global Procurement and to

         carry out his duties for the Company and any Affiliated Company.

 

2.2      Subject to prior termination by the Company pursuant to clause 12.2 and

         12.5 the Executive's employment shall be for an initial fixed term of

         two years expiring on February 28, 2007 (the "Initial Term") and shall

         continue until terminated by:-

 

         2.2.1    the Company providing to the Executive not less than 6 months'

                  prior notice in writing such notice to expire on or after the

                  expiry of the Initial Term;

 

         2.2.2    the Executive, at any time, giving to the Company three

                  months' notice in writing.

 

2.3      Notwithstanding clause 2.2 this Agreement shall automatically terminate

         when the Executive reaches the age of 65.

 

2.4      The Company may from time to time appoint any other person to act

         jointly with the Executive in his appointment.

 

2.5      Until otherwise notified by the Company which notification may be given

         at any time, the Executive shall be answerable and responsible to the

         Chief Restructuring Officer until his contract expires at which time

         the Executive will report to the Chief Executive Officer or his

         designate.

 

2.6      The Executive's period of continuous employment for statutory purposes

         shall be deemed to have commenced on 30th April 1990.

 

3.       EXECUTIVE'S DUTIES

 

3.1      The Executive shall at all times during the period of this Agreement:-

 

         3.1.1    devote the whole of his time, attention and ability to the

                  duties of his employment, which shall include but not be

                  limited to duties of a managerial and supervisory nature;

 

         3.1.2    faithfully and diligently perform his duties for and on behalf

                  of the Company and any Affiliated Company and exercise such

                  powers consistent with them which are from time to time

                  assigned to or vested in him by the Board;

 

         3.1.3    obey all lawful and reasonable directions of the Board;

 

 

 

 

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         3.1.4    use his best endeavours to promote the interests of the

                  Company and any Affiliated Company;

 

         3.1.5    keep the Board (or person designated by the Board) promptly

                  and fully informed (in writing if so requested) of his conduct

                  of the business of the Company and provide such explanations

                  in connection therewith as the Board may require; and

 

         3.1.6    not make any untrue or misleading statements relating to the

                  Company or any Affiliated Company whether to the Board or any

                  other party whatsoever.

 

3.2      The Executive shall (without further remuneration) for so long as the

         Board requires during the continuance of this Agreement act as an

         officer of the Company or hold any other appointment or office as

         nominee or representative of the Company or any Affiliated Company. The

         Executive's duties as a director or officer of the Company or any such

         other company shall be subject to the Articles of Association of the

         relevant company for the time being.

 

4.       HOURS AND PLACE OF WORK

 

4.1      The Executive shall carry out his duties during the hours of 9:00am

         -5.00pm together with such additional hours as are necessary for the

         fulfilment of his duties and the Executive shall not be entitled to

         receive any additional remuneration for work done outside the normal

         hours of work during which he may be required to provide his services

         to the Company.

 

4.2      The Executive shall perform his duties at 106 Brent Terrace, London NW2

         1BZ or such other place where the Oneida UK offices may be located

         provided such location is in the Greater London area save for the

         period of not less than 24 months minimum commencing in 2005 during

         which the Executive shall perform his duties at [address of Thai

         office] and during which the Company may require the Executive to

         travel to and work in China, Vietnam, Korea, Indonesia, Hong Kong,

         India and Taiwan on a temporary basis (the "Asia Assignment").

 

5.       PAY

 

5.1      During his appointment the Company shall pay to the Executive a salary

         plus national insurance at the rate of 'L'152,000 per calendar year

         reviewable annually (save that the Company is under no obligation to

         increase the Executives salary following a salary review), which shall

         accrue day-to-day and be payable by equal instalments in arrears on or

         about the last working day of each month by direct transfer into the

         Executive bank account in the UK (less any deductions required by any

         applicable law in respect of tax and social security). The salary shall

         be deemed to include any fees receivable by the Executive as an officer

         (if so appointed of the Company or of any other company or

         unincorporated body in which he holds (or may in the future hold)

         office as nominee or representative) of the Company.

 

5.2      In addition to his salary the Executive will also be entitled to

         receive a bonus of 'L'20,000.00 per Financial Year ("Bonus"). The

         Executive will be paid the Bonus (less any deductions required by any

         applicable law in respect of tax and social security) within 6 months

         of the expiry of the relevant Financial Year.

 

5.3      Upon termination of the Executive's employment hereunder for any reason

         whatsoever the Executive shall be paid within 3 months of the

         termination of his employment:-

 

5.3.1    Any unpaid Bonus in respect of the previous Financial Year; and

 

5.3.2    An amount to be calculated by reference to the following formula

         ("Termination Bonus"):-

 

         'L'36,000 x (N/12) = Termination Bonus

 

 

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         Where:

 

         N = the number of complete calendar months worked by the Executive

         during the Financial Year in which the date of termination of the

         Executive's employment occurs.

 

6.       PENSION SCHEME AND LIFE ASSURANCE

 

         The Company has a pension fund in relation to which the Executive will

         continue to be eligible to be a member and details of which are set out

         in the Company Handbook. There is no contracting out certificate in

         force in respect of the Executive's employment.

 

7.       INSURANCE BENFITS

 

         The Company will provide the Executive with private medical insurance

         cover through a Company Scheme.

 

8.       EXPENSES

 

 

8.1      Where the Asia Assignment commences on or before May 1, 2005, the

         Company will pay directly or reimburse the Executive for any of the

         expenses reasonably incurred as described below up to the maximum

         amount indicated (provided the Executive submits detailed documentation

         of such expenses (including invoices, receipts, lease agreements,

         etc.).)

 

 

<TABLE>

<CAPTION>

         Type of Expense                       Maximum Amount Reimbursable (USD) or (Baht) as noted

 

                                               Annual                             Monthly

         -----------------------------------------------------------------------------------------------

         <S>                                   <C>                                <C>

         Housing                                                                  200,000 Baht per month

         -----------------------------------------------------------------------------------------------

         Education/Childcare for children      282,000 Baht per annum

         -----------------------------------------------------------------------------------------------

         Trips to UK for Family                $24,000

         -----------------------------------------------------------------------------------------------

         Home Office Expenditures              Reasonable and customary

         -----------------------------------------------------------------------------------------------

         Insurance (additional and             $12,000                            $1,000 estimated will be

         incremental insurance costs                                              based on actual

         resulting from the move to                                               customary and

         Thailand)                                                                reasonable charges

         -----------------------------------------------------------------------------------------------

         Cell Phone                            Reasonable and customary

         -----------------------------------------------------------------------------------------------

</TABLE>

 

 

 

8.2      Except for telephone and data line charges (included within Home Office

         Expenditures listed above), the Executive will be responsible for

         paying all residential utilities (including, but not limited to, water

         and electricity).

 

8.3      The Company will reimburse the Executive for the following relocation

         expenses reasonably incurred ("Initial Relocation Expenses") up to the

         maximum amount indicated (provided the Executive submits detailed

         documentation of such expenses (including invoices, receipts, lease

         agreements, etc.)).

 

<TABLE>

<CAPTION>

         Type of Expense                                                       Maximum Amount Reimbursable (USD)

         -------------------------------------------------------------------------------------------------------

         <S>                                                                  <C>

         House Hunting Trip to Thailand for Executive and Family               $18,000

         -------------------------------------------------------------------------------------------------------

         Hotel Accommodations for above trip                                   $7,200

         -------------------------------------------------------------------------------------------------------

</TABLE>

 

 

 

 

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<TABLE>

         <S>                                                                  <C>

         Furnishings for House*                                                $16,000

         -------------------------------------------------------------------------------------------------------

         Contingencies (including shipping expense for personal items)         $12,000

         -------------------------------------------------------------------------------------------------------

         Home Office equipment*                                                $1,500

         -------------------------------------------------------------------------------------------------------

         *Not reimbursable by Executive -Oneida property

         -------------------------------------------------------------------------------------------------------

</TABLE>

 

 

 

       All requests for reimbursement, and original documentation (not copies),

       must be sent to Oneida USA (Wilbur Allen or Andrew Church) for approval

       and processing in accordance with the Company's Expense Report policy.

       Approved reimbursements will then be communicated to Oneida UK by Oneida

       USA for payment to your personal bank account.

 

       In addition to the above, all requests for reimbursements of your

       reasonable and customary travel expenses (including airfare) should be

       summarized on the Company's Expense Report (along with original

       documentation and receipts) and sent via overnight mail to my attention

       for approval. Upon approval, Oneida USA will then instruct Oneida UK to

       process payment to your personal bank account.

 

 

       Further, at the end of the Asia Assignment Oneida will reimburse you for

       the reasonable and customary expenses of the move of your personal

       effects to the UK in an amount not to exceed $10,000.00

 

 

 

8.4      In consideration for the expenses detailed at clauses 8.1 and 8.3 above

         the Executive agrees:

 

 

         (a)    to use his best efforts to commence the Asia Assignment on or

                before May 1, 2005; and

 

 

         (b)    that in the event (i) he notifies the Company that he wishes to

                end the Asia Assignment prior to the expiry of the agreed 24

                month minimum period (other than for reasons relating to the

                health or safety of him or that of his immediate family), (ii)

                he voluntarily resigns from his employment with the Company

                prior to the expiry of the agreed 24 month minimum period

                whether with or without the notice required by this Agreement

                (other than in response to a material breach of this Agreement

                by the Company) or (iii) his employment is terminated by the

                Company for Cause prior to the expiry of the agreed 24 month

                minimum period he will pay back the Initial Relocation Expenses

                (less the amounts expended for Home Furnishings and Home Office

                Equipment) and the Company will be authorised and entitled to