EXHIBIT 10(f)
ONEIDA LTD.
Restricted Stock Award Plan
In order to reward the efforts of certain key employees of Oneida Ltd.,
the Company has established the Oneida Ltd. Restricted Stock Award Plan, as
follows:
1. For purposes of this plan, the following words shall have the following
meanings:
(a) "Board of Directors" or "Board" shall mean the Board of Directors of
Oneida Ltd.
(b) "Cause" shall mean (i) the willful failure of a Recipient to
satisfactorily perform the duties consistent with his title and position; (ii)
the commission by a Recipient of a felony, or the perpetration by a Recipient
of a dishonest act or common law fraud against the Company or any of its
subsidiaries; or (iii) any other willful act or omission which is materially
injurious to the financial condition or business reputation of the Company or
any of its subsidiaries and failure of such Recipient to correct such act or
omission within ten business days after notice by the Company of such act or
omission.
(c) "Change in Control" shall mean an event where (A) any "person," as
such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than
the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities; (B) during
any period of two consecutive years (not including any period prior to the
Effective Date), individuals who at the beginning of such period constitute the
Board of Directors, and any new director (other than a director designated by a
person who has entered into an agreement with the Company to effect a
transaction described in clause (A), (C) or (D) of this Section) whose election
by the Board of Directors or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; (C)
the Stockholders of the Company with any other company, other than (1) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (2) a merger or consolidation
effected to implement a recapitalization of the Company (or similar transaction)
in which no "person" (as hereinabove defined) acquires more than 20% of the
combined voting power of the Company's then outstanding securities; or
(D) the stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets.
(d) "Committee" shall mean the Management Development and Executive
Compensation Committee of the Board of Directors. Each member of the Committee
shall be a "disinterested person" within the meaning of Rule 16b-3 of the
Exchange Act.
(e) "Common Stock" shall mean the Company's $6.25 par value common stock.
(f) "Company" shall mean Oneida Ltd.
(g) "Disability" shall mean permanent disability in accordance with the
disability policy of the Company as in effect for the Recipient on the date any
such disability is incurred.
(h) "Effective Date" shall mean February 1, 1990.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the applicable rules and regulations thereunder and any successor
provisions thereto.
(j) "Good Reason" shall mean, with respect to any Recipient, (i) failure
to elect or reelect or to appoint or reappoint such a Recipient to, or removal
of such Recipient from, the position such Recipient holds with the Company at
the commencement of the Restriction Period or a superior position; (ii)
relocation of the office of the Company where such Recipient is employed to a
location more than 50 miles from Oneida, New York; or (iii) a material
reduction in such Recipient's total annual cash compensation.
(k) "Plan" shall mean the Oneida Ltd. Restricted Stock Award Plan.
(l) "Recipient" shall mean any eligible employee of the Company, as
determined in accordance with paragraph 2 hereof, to whom an award has been
made.
(m) "Restricted Stock" shall mean a share of Common Stock granted to a
Recipient subject to the restrictions set forth herein.
(n) "Restricted Stock Agreement" shall mean the written agreement between
the Company and the recipient setting forth the terms and conditions of an
award of Restricted Stock under the Plan.
(o) "Restriction Period" shall mean the period commencing on the date of
grant of a Recipient's Restricted Stock (or such other date determined by the
Committee and set forth in the Restricted Stock Agreement) and ending not
earlier than three and not later than five
years after such date of grant, unless sooner terminated in accordance with
paragraph 5 hereof. The duration of the Restriction Period shall be determined
by the Committee and set forth in the applicable Restricted Stock Agreement.
(p) "Retirement" shall mean termination or resignation of employment with
the Company on or after "normal retirement age," as such term or a similar term
is defined in the Company's qualified defined benefit retirement plan.
(q) "Special Circumstances" shall mean such events as the Committee may,
in its sole discretion, and from time to time, determine to warrant the full or
partial vesting of previously unvested Restricted Stock, provided, however,
that Special circumstances shall not include termination of a Recipient's
employment for cause.
2. Restricted Stock may be granted under the Plan only to officers and key
employees of the Company whose job performance, in the judgment of the
committee, can have a positive impact (from a financial point of view or
otherwise) on the performance of the Company.
3. (a) The Committee shall have the sole and exclusive authority to select
from the class of eligible employees specified in paragraph 2 hereof the
Recipients of awards of Restricted Stock under the Plan and to determine the
number of shares of Restricted Stock awarded to a Recipient which may vary by
Recipient.
(b) Subject to the terms of the Plan, the Committee shall have the
authority to (i) prescribe the form or forms of instruments evidencing any
awards under the Plan, (ii) adopt, amend and rescind such rules and regulations
as may be necessary or advisable, in the judgment of the Committee for the
administration of the Plan, (iii) construe and interpret the Plan and the
rules, regulations and instruments promulgated by the Committee under the Plan
and (iv) make all other determinations deemed necessary or advisable for the
administration of the Plan. All determinations by the Committee shall be
final, conclusive and binding upon the Company, the recipient and any and all
interested parties.
(c) The total number of shares of Common Stock which may be issued under
the Plan, shall be 100,000 shares (as adjusted from time to time for stock
dividends, stock splits, recapitalization or the like). Restricted stock
issued under the Plan which is forfeited by a Recipient under the terms of the
Plan or the Restricted Stock Agreement shall again be eligible for future
awards under the Plan.
4. Shares of Restricted Stock awarded to a Recipient shall vest in accordance
with the schedule set forth in each Recipient's Restricted Stock Agreement,
provided the Recipient is employed by the Company at the end of each vesting
period or otherwise meets the conditions set forth in such Agreement.
5. If a Recipient's employment terminates during the Restriction Period (i)
due to death, Retirement, Disability, termination of employment without Cause
or termination of employment by the recipient for Good Reason, or (ii) for any
reason other than termination
for Cause following a Change in Control, the portion of the award then
outstanding and not vested shall fully vest as of the date of termination. If
a Recipient's employment terminates due to Special Circumstances, the
Committee, in its sole discretion, may provide that some or all of the
nonvested portion of a Recipient's Restricted Stock shall vest immediately
as of the date of such termination, provided, however, that any such
determination by the Committee shall apply only to the Recipient then
terminated and shall not govern or control the Committee's decision with
respect to any other Recipient whose employment ends under the same or similar
circumstances. Termination of employment for any reason other than the
foregoing will result in the immediate forfeiture of all nonvested Restricted
Stock then held by the terminated Recipient.
6. During the Restriction Period, the Recipient will be entitled to all
rights of a stockholder of the Company, including the right to vote the
Restricted Stock and receive dividends declared on such shares of Restricted
Stock. However, any shares of Common Stock received as a result of a stock
distribution to holders of nonvested Restricted Stock or as a stock dividend or
stock split in respect of shares of Restricted Stock which are nonvested as of
the date thereof shall be subject to the same restrictions as such shares of
nonvested Restricted Stock.
7. The Restricted Stock shall be non-transferable until such time as it
vests, subject to further restrictions on transfer as may be applicable under
Federal or state securities laws of the rules and regulations or any exchange
or automated quotation system on which the Common Stock is listed. The stock
certificates evidencing an award of Restricted Stock shall be registered in the
name of the Recipient and shall bear a legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock under the Plan
or the Restricted Stock Agreement or under any applicable provisions of Federal
or state securities laws or the rules and regulations of any applicable
exchange or automated quotation system. Physical possession or custody of the
certificates will be retained by the Company until such time as the Restricted
Stock has vested.
8. The value of a Restricted Stock award shall not be includable for
determining compensation or benefits under any other Company compensation or
benefit plan, unless such inclusion is required by the terms of such other plan
or applicable law.
9. Nothing in this Plan or the Restricted Stock Agreement shall confer on a
Recipient any right to continue in the employ of the Company or affect in any
way the right of the Company to terminate such Recipient's employment without
notice, at any time, for any or no reason.
10. The Board of Directors may amend or terminate the Plan at any time;
provided, however, that any amendment which must be approved by the
shareholders of the Company in order to maintain the continued qualification of
the Plan under Rule 16b-3 of the Exchange Act shall not be effective unless and
until such shareholder approval has been obtained in compliance therewith; and
provided, further, that no amendment to the Plan shall impair any
rights of a Recipient with respect to awards under the Plan which are
outstanding as of the effective date of such amendment without the prior
written consent of the affected Recipient.
11. Prior to the delivery to the Recipient of stock certificates in respect of
Restricted Stock which has vested, the Company and the Recipient shall make an
arrangement for the withholding of all applicable Federal, state and local
taxes. The Committee, in its sole discretion, may permit a Recipient to
satisfy some or all of this withholding obligation by surrendering that number
of shares of Common Stock then owned by the Recipient (which shares may be
either shares of vested Restricted Stock or other shares of Common Stock) with
a fair market value as of the date of such surrender equal to the value of the
withholding obligation to be satisfied with shares of Common Stock. In
addition, in the event that the Recipient is subject to the provisions of
Section 16 of the Exchange Act, the following shall apply: (i) the election by
the Recipient to use Common Stock to satisfy the withholding obligation shall
be made either not less than six months prior to the applicable vesting date of
the Restricted Stock or during one of the "window periods" described in Rule
16b-3 of the Exchange Act; and (ii) the fair market value, determined as of the
date of such withholding, of the shares so applied shall not exceed the maximum
marginal tax rate arising as a result of the vesting of the shares of
Restricted Stock in respect of which such withholding election is made.
12. The Plan and the Restricted Stock Agreements shall be governed by, and
construed and administered in accordance with, the laws of the State of New
York.
13. The Plan shall be effective as of the Effective Date and, unless
terminated earlier in accordance with paragraph 10 hereof, shall terminate,
except with respect to outstanding awards, on the Tenth anniversary of the
Effective Date.
14. Notwithstanding any of the foregoing, the validity and effectiveness of
this Plan is contingent upon its approval by shareholders at the May 30, 1990
Annual Meeting. Dividends accruing from shares issued under the Plan will be
held in escrow and voting rights arising from such shares will be suspended
until after shareholders approve the Plan.