EXHIBIT 10.1 ONEIDA LTD. MANAGEMENT ANNUAL INCENTIVE PLAN FISCAL YEAR JANUARY 2006 CASH BONUS Objective: - ---------- To create a Cash Bonus program that rewards managerial-level employees for meeting and exceeding Company performance standards based on three Components: 1. Divisional Financial Results 2. Divisional Objectives & Key Performance Indicators 3. Corporate Financial Results Plan Summary: - ------------- o Targets will be established by Component for each participant. o A pre-determined percentage of base salary will be designated for each Participant. That pre-determined percentage will be allocated to the Components of the plan as outlined below. o The Cash Bonus for each Component will be equal to the allocated pre-determined percentage times a multiplier, times base salary. o The total Cash Bonus payout will be the sum of the Cash Bonus for each Component. o If 100% of Target is achieved for a Component, the participant will qualify to use 100% as a multiplier. Based on achieving up to 110% of the Target, the multiplier may be increased by up to 110%. Based on achieving as low as 90% of the Target, the multiplier may be reduced to as low as 50%. See Multiplier Table below o To earn a Cash Bonus for any Component at least 90% of Target must be attained for that Component. Allocation by Components for Divisional Employees: - -------------------------------------------------- 1. 60% - Divisional Financial Performance - Measured by Contribution to Profit (Sales Margin less division specific selling, general, distribution and administration expenses), less cost of capital. 2. 20% - Divisional Objectives and Key Performance Indicators - As outlined in Part II of the 2005 Corporate Operating Plan. 3. 20% - Corporate Financial Performance- budgeted EBITDAR for fiscal year ended January 2006. Allocation by Components for Corporate Employees: - ------------------------------------------------- 1. 0% - Divisional Financial Performance - Measured by Contribution to Profit (Sales Margin less division specific selling, general, distribution and administration expenses), less cost of capital. 2. 30% - Corporate Objectives - As outlined in Part II of the 2005 Corporate Operating Plan or to be determined. 3. 70% - Corporate Financial Performance-budgeted EBITDAR for fiscal year ended January 2006. Multiplier Table - ---------------- % of % of % of % of Target Target Target Target Achieved Multiplier Achieved Multiplier Achieved Multiplier Achieved Multiplier - --------------------------------------------------------------------------------------------------------- 110 110% 105 105% 100 100% 95 75% 109 109% 104 104% 99 95% 94 70% 108 108% 103 103% 98 90% 93 65% 107 107% 102 102% 97 85% 92 60% 106 106% 101 101% 96 80% 91 55% 90 50% - --------------------------------------------------------------------------------------------------------- Example 1: - ---------- o A Divisional employee with a base salary of $115,000 is eligible to earn 30% of their base salary as the predetermined percentage. o The allocation to Components will be as follows: 1. Divisional Financial Performance 30% times 60% equals 18% 2. Divisional Goals and Objectives 30% times 20% equals 6% 3. Corporate Financial Performance 30% times 20% equals 6% o The participant achieves 100% of all Components o They would earn a Cash bonus as follows: 1. 18% x 100% x $115,000 equals $20,700 2. 6% x 100% x $115,000 equals $6,900 3. 6% x 100% x $115,000 equals $6,900 TOTAL Cash Bonus equals $34,500 Example 2: - ---------- o A Divisional employee with a base salary of $85,000 is eligible to earn 20% of their base salary as the predetermined percentage. o The allocation to Components will be as follows: 1. Divisional Financial Performance 20% times 60% equals 12% 2. Divisional Goals and Objectives 20% times 20% equals 4% 3. Corporate Financial Performance 20% times 20% equals 4% o The participant achieves 110% of Component 1, 96% of Component 2 and 88% of Component 3 o They would earn a Cash bonus as follows: 1. 12% x 110% x $85,000 equals $11,220 2. 4% x 80% x $85,000 equals $2,720 3. 4% x 0 % x $85,000 equals $0 TOTAL Cash Bonus equals $13,940 Example 3: - ---------- o A Corporate employee with a base salary of $100,000 is eligible to earn 30% of their base salary as the predetermined percentage. o The allocation to Components will be as follows: 1. Divisional Financial Performance 30% times 0 equals 0% 2. Divisional Goals and Objectives 30% times 30% equals 9% 3. Corporate Financial Performance 30% times 70% equals 21% o The participant achieves 105% of Component 2 and 99% of component 3 o They would earn a Cash bonus as follows: 1. N/A 2. 9% x 105% x $100,000 equals $9,450 3. 21% x 95% x $100,000 equals $19,950 TOTAL Cash Bonus equals $29,400 Conditions: - ----------- The payout for this plan will be made by the end of the first quarter of the next fiscal year. The participant must be employed by Oneida on the day of payout to be eligible to receive this bonus.