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;
"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;
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
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.).)
Type of Expense Maximum Amount Reimbursable (USD) or (Baht) as noted
Annual Monthly
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Housing 200,000 Baht per month
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Education/Childcare for children 282,000 Baht per annum
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Trips to UK for Family $24,000
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Home Office Expenditures Reasonable and customary
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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
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Cell Phone Reasonable and customary
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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.)).
Type of Expense Maximum Amount Reimbursable (USD)
-------------------------------------------------------------------------------------------------------
House Hunting Trip to Thailand for Executive and Family $18,000
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Hotel Accommodations for above trip $7,200
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Furnishings for House* $16,000
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Contingencies (including shipping expense for personal items) $12,000
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Home Office equipment* $1,500
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*Not reimbursable by Executive -Oneida property
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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
deduct from any sum owed to the Executive a sum equal to the
Initial Relocation Expenses to be reimbursed.
8.5 When travelling on behalf of the Company the executive shall be
reimbursed in accordance with the Company's Expense Policy in force
from time to time for the Field Sales Force.
8.6 During the Asia Assignment:
8.6.1 the Company will in the event that the Executive is obliged to
pay any non-UK taxes (including but not limited to income
pay-related social insurance and other levies) (whether directly
or as a result of deduction or withholding by the Company or any
Affiliated Company) on or in relation to his salary and bonuses
provided in connection with his employment during the Asia
Assignment which are in excess of the taxes which he would have
been obliged to pay (or would have been payable by deduction or
withholding) had the Executive received the same base salary and
bonuses but been tax
resident in the UK, the Company will procure that the Executive
is paid an amount (grossed up if necessary) that leaves him in
the same net position that he would have been in had he received
those payments and been tax resident in the UK;
8.6.2 the Company will in the event that the Executive is obliged to
pay any non-UK taxes (including but not limited to income
pay-related social insurance and other levies)(whether directly
or as a result of deduction or withholding by the Company or any
Affiliated Company) on or in relation to the Executive's salary
and bonuses provided in connection with his employment during
the Asia Assignment which are lower than the taxes which he
would have been obliged to pay (or would have been payable by
deduction or withholding) had the Executive received the same
base salary and bonuses but been tax resident in the UK, the
Company will be entitled to reduce the Executive's salary by
such amount that leaves the Executive in the same net position
that he would have been in had he received those payments and
been tax resident in the UK;
8.6.3 in accordance with its ex-pat relocation policy, the Company
will engage a tax professional to calculate any such amounts
that are due to the Executive or liable to be deducted from the
Executive's salary as a result of such tax equalisation. The
Company will be responsible for preparing the Executive's tax
returns during this period. and agrees to indemnify the
Executive on a continuing basis against any penalties, interest
or fines imposed on the Executive by a competent tax authority
as a result of any error made by the Company in preparing such
tax returns other than in consequence of any wrong or delayed
information provided by the Executive.
9. HOLIDAYS
9.1 In addition to all Thai public and bank holidays the Executive is
entitled to 30 working days' paid holiday in each holiday year, which
shall run from April 1st - 31st March ("Holidays Entitlement"). The
Executive shall take his Holiday Entitlement at such time or time as
agreed with the Board. The Executive shall not, without the consent of
Board, carry forward any unused part of his Holiday Entitlement to a
subsequent holiday year.
9.2 On the termination of his employment hereunder for whatever reason, the
Executive shall be entitled to pay in lieu of outstanding Holiday
Entitlement and he shall be required to repay to the Company any salary
received for holiday taken in excess of his actual entitlement and the
Company is authorised and entitled to make appropriate deductions in
respect thereof from any sums owed to the Executive on termination of
employment.
10. INCAPACITY
10.1 If the Executive is unable to attend work for any reason and his
absence has not previously been authorised by the Company he must
inform the Chief Restructuring Officer or the Chief Executive Officer
or his designate of the Company of the fact of his absence and full
reasons for it by 9:30am on the first Working Day of absence. Someone
acting for him may effect this notification.
10.2 If the Executive is absent for a period of sick absence of more than 8
consecutive days (including weekends) the Executive shall produce a
doctor's statement or certificate. Such certificate shall not be
conclusive or binding upon the Company as to the matters stated
therein. If the Company requires a doctor's statement or certificate
for a period of absence of less than 8 days consecutive days then the
Company will pay for the cost of obtaining it.
10.3 If the Executive shall be absent on medical grounds certified in
accordance with the provisions of clause 10.2 he shall be paid his full
salary hereunder for up to 13 weeks' absence in any period of 12
consecutive months (such remuneration shall be inclusive of any
Statutory Sick Pay to which the Executive is entitled under English law
PROVIDED THAT any Social Security Sickness
Benefit or other benefits recoverable by the Executive (whether or not
recovered) may be deducted therefrom) thereafter the Company's
Disability Policy shall come into effect.
10.4 For Statutory Sick Pay purposes the Executive's qualifying days shall
be Monday to Friday.
10.5 At any time during the period of his appointment the Executive shall at
the request and expense of the Company permit himself to be examined by
a registered medical practitioner to be selected by the Company and
shall authorise such medical practitioner to disclose to and discuss
with the Company's medical adviser the results of such examination and
any matters which arise from it in order that the Company's medical
adviser can notify the Company of any matters, which, in his opinion,
might hinder or prevent the Executive (if during a period of
incapacity) from returning to work for any period or (in other
circumstances) from properly performing any duties of his employment at
any time.
11. CONFIDENTIALITY
11.1 The Executive shall not (except in proper course of his duties) during
or after the period of his employment hereunder divulge to any person
or otherwise make use of (and shall use his best endeavours to prevent
the publication or disclosure of) any trade secret or secret
manufacturing process or any confidential information concerning the
business or finances of the Company or any of its dealings,
transactions or affairs or any trade secret or secret manufacturing
process or any such confidential information concerning the Company or
any Affiliated Company or any of their suppliers, agents, distributors
or customers save that the restrictions in this clause shall cease to
apply to information which:-
11.1.1 may come into the public domain, save through breach of this
Agreement by the Executive; or
11.1.2 is shown to the legal advisers of Executive for the purpose of
obtaining legal advice.
11.2 All notes and memoranda of any trade secrets or confidential
information concerning the business of the Company or any Affiliated
Company or any of their suppliers, agents, distributors clients or
customers which shall be acquired, received or made by the Executive
during the course of his employment shall be the property of the
Company and shall be surrendered by the Executive from hereunder or at
the request of the Board at any time during the course of his
employment.
11.3 Nothing in Clause 11 is intended to prevent the Executive from being
able to make a protected disclosure under the Public Interest
Disclosure Act 1998.
12. TERMINATION OF AGREEMENT
12.1 In order to investigate a complaint of misconduct against the Executive
the Board is entitled to suspend the Executive on full pay for so long
as may be necessary to carry out a proper investigation and hold a
disciplinary hearing.
12.2 The Company may dismiss the Executive without prior notice or pay in
lieu (and he will not be entitled to compensation or damages) for
Cause. Any delay by the Company in exercising such right of termination
shall not constitute a waiver thereof. The Company will endeavour to
deal fairly with allegations made against the Executive.
12.3 Upon the termination by whatever means of his employment under this
Agreement the Executive shall not at any time thereafter represent
himself still to be connected with the Company or any Affiliated
Company.
12.4 On the termination of this Agreement for whatever reason, the Executive
shall at the request of the Company immediately resign from any
directorships or other offices held by him in the Company and from all
other appointments or offices which he holds as nominee or
representative of the Company or any Affiliated Company without claim
for compensation and should he fail to do so within 5 Working Days the
Company is hereby irrevocably authorised to appoint some person in his
name and on his behalf to sign any documents or do any things necessary
or requisite to effect such resignations and/or transfers.
12.5 The Company reserves the option in its absolute discretion to terminate
the Executive's employment by paying him an amount equal to his basic
salary and contractual benefits in lieu of the notice required to be
given under Clause 2.2 (whether such notice has been or is to be given
by the Company or the Executive). Such payments shall be less any
deductions required by any applicable law in respect of tax and social
security and will be paid in full and final settlement of all and any
claims that the Executive may have against the Company or any other
Affiliated Company arising from the Executive's employment or the
termination of the Executive's employment. The Executive will not,
under any circumstances have the option to payment in lieu unless the
Company has exercised the right to pay him in lieu.
12.6 Subject to Clause 2.4, if the Company commits a material breach of any
term of this Agreement (including but not limited to a demotion of the
Executive, a material reduction in the status or responsibilities of
the Executive, a material reduction in salary or a withdrawal of
material benefits, in each case without the Executive's consent) and
the Executive provides the Company with written notice thereof within
30 days after the Executive has knowledge of the occurrence or
existence of such breach (which notice shall specifically identify the
event or circumstance that the Executive believes constitutes breach),
and the Company fails to correct the circumstance or event so
identified within 30 days after the receipt of such notice, the
Executive shall then be entitled to terminate his employment with the
Company by giving immediate notice and to receive (in addition to any
other sums payable on termination of employment under this Agreement,
including but not limited to sums payable under clause 5.3) a severance
payment equal to the basic salary that the Company would have paid to
him during the notice period required to be given by the Company at
such time had it terminated his employment by giving full notice (less
such deductions as are required by any applicable law in respect of tax
and social security). Such severance sum shall be paid in full and
final settlement of all and any claims that the Executive may have
against the Company or any Affiliated Company arising out of the
termination of his employment.
12.7 After notice of termination has been given by either party under clause
2.2 or if the Executive seeks to resign without notice then, provided
the Company continues to provide the Executive the salary and
contractual benefits in accordance with this Agreement the Company has,
at its discretion, the right for the period then outstanding until the
date of the termination of the Executive's employment (the "Garden
Leave Period"):
12.7.1 to exclude the Executive from any premises of the Company or
any Affiliated Company and require the Executive not to attend
at any premises of the Company or any Affiliated Company;
and/or
12.7.2 to require the Executive to carry out no duties and not to
provide the Executive with any work; and/or
12.7.3 to require the Executive not to communicate or deal with any
employees, agents, consultants, clients or other
representatives of the Company or any other Affiliated
Company; and/or
12.7.4 to require the Executive to take any holiday which has accrued
under Clause 9 during the Garden Leave Period.
12.7.5 During the Garden Leave Period the Executive shall continue to
be bound by all of his duties under this Agreement insofar as
they are compatible with the Executive being placed on garden
leave including the Executive's duties of good faith and
fidelity.
12.8 Upon the termination of the Executive's employment however arising, the
Executive shall,:
12.8.1 immediately deliver up to the Company all property in his
possession, custody or under his control belonging to the
Company or any other Affiliated Company including but not
limited to data, records, files, memoranda, correspondence,
notebooks, notes, reports, customer lists, fee schedules,
drawings, plans, correspondence and other documents, papers
and property (including but not limited to any lap-top
computers, palm-held electronic devices, mobile telephones,
pagers, keys, credit cards and passes) belonging to the
Company or any Affiliated Company which may have been prepared
by him or have come into his possession in the course of the
employment and shall not retain any copies thereof; and
12.8.2 irrevocably delete any information belonging to the Company or
any other Affiliated Company from any computer and/or word
processing system in his possession or under his control,
unless otherwise instructed by the Company.
13. NON SOLICITATION
13.1 The Executive is aware that in the course of his employment under this
Agreement he will have access to and be entrusted with confidential
information and trade secrets of the Company and any Affiliated Company
and of or relating to their customers clients and other third parties
[and will be likely to establish working relationships with clients and
suppliers of the Company and Affiliated Companies]. Accordingly, the
Company and the Executive mutually agree that it is in the best
interests of both parties for the Executive to enter into the
restrictive covenants set out in clauses 13.2 and 13.3.
13.2 The Executive covenants with the Company that he will not both during
his employment and for the period of 6 months after ceasing to be
employed under this Agreement (however such cessation is caused) in
connection with selling or purchasing of goods similar to or in
competition with the goods sold or purchased by the Company or any
Affiliated Company either alone or jointly with or as manager, agent,
consultant or employee of any person, firm or company directly or
indirectly exert any influence over or canvass or by any other means
seek or solicit business or orders from or have any business dealings
with any person who:-
13.2.1 is or at any time during the 24 months preceding termination
of the Agreement has been, a client or supplier of the Company
or any Affiliated Company and a person, firm or company with
whom the Executive had dealings with during that 24 months
period or with whom employees reporting to or under the direct
control of the Executive had dealings with during that 24
months period; or
13.2.2 at the date of termination of this Agreement or at any time
during the 24 months period preceding the termination of the
Agreement was in active negotiations with the Company or any
Affiliated Company and a person, firm or company with whom the
Executive had dealings with during that 24 months period or
with whom employees reporting to or under the direct control
of the Executive had dealings with during that 24 months
period.
13.3 The Executive covenants with the Company that he will not both during
his employment and for the period of 6 months after ceasing to be
employed under this Agreement (however such cessation is caused) in
connection with selling or purchasing of goods similar to or in
competition with the goods sold or purchased by the Company or any
Affiliated Company either alone or jointly with or as manager, agent,
consultant or employee of any person, firm or company directly or
indirectly endeavour to entice away from the Company or any Affiliated
Company or employ or engage for employment any person who has at any
time during the period of 12 months immediately preceding the
termination of the Executive's employment been employed or engaged by
the Company or any Affiliated Company as a senior employee or director.
13.4 Nothing in this clause 13 shall prohibit the seeking or procuring of
orders or the doing of business not relating or similar to the trade
and business of the Company.
14. RESTRICTIONS ON OTHER ACTIVITIES BY THE EXECUTIVE
During the Executive's employment hereunder, the Executive shall not
(except with the prior sanction of a resolution of the Board) be
directly or indirectly employed, engaged, concerned or interested in
any other business or undertaking, provided that this shall not
prohibit the holding (directly or through nominees) of investments
listed on the London Stock Exchange or in respect of which dealing
takes place on the Alternative Investment Market on the London Stock
Exchange or any other recognised stock exchange as long as not more
than 5% of the issued shares or other securities of any class of any
one company shall be so held by him.
15. REASONABLENESS AND SEVERABILITY
While the restrictions set out in clause 13 are considered by the
parties hereto to be fair and reasonable in all the circumstances, it
is agreed that if any of such restrictions shall be judged to be void
or ineffective for whatever reason but would be adjudged to be valid
and effective if part of the wording were deleted or the periods
thereof reduced the said restrictions shall apply with such
modifications as may be necessary to make them valid and effective.
16. DISCIPLINARY & GRIEVANCE PROCEDURE
The Company's disciplinary and grievance procedures which apply to the
Employment are set out in the separate documentation already provided
to the Executive. The disciplinary and grievance procedures are
intended to be a guide to best practice, to be operated at the
Company's discretion. They do not therefore form part of this
Agreement. The terms of the grievance and disciplinary procedures may
be changed from time to time by the Company and in such cases the most
recent version will take priority. If the Executive is dissatisfied
with any disciplinary decision relating to him, he may appeal in
writing to the Chairman of the Board within seven days of the decision.
The Chairman's decision will be final. If the Executive has any
grievances, these should be raised in writing with the Chairman of the
Board, whose decision on such grievances will be final.
17. COMPANY MOBILE PHONE
The Executive shall be entitled to receive a Company mobile phone. The
Company shall pay for all business calls made on the phone as detailed
in 8.1 above.
18. INTELLECTUAL PROPERTY
18.1 The Executive may make discover or create Intellectual Property in the
course of his employment and agrees that in this respect he has a
special obligation to further the interests of the Company.
18.2 Subject to the provisions of the Patents Act 1977 the Registered
Designs Act 1949 and the Copyright Designs and Patents Act 1988 if at
any time during his employment the Executive makes or discovers or
participates in the making or discovery of any Intellectual Property
relating to or capable of being used in the business for the time being
carried on by the Company or any Affiliated Company full details of the
Intellectual Property shall immediately be communicated by him to the
Company and shall be the absolute property of the Company. At the
request and expense of the Company the Executive shall give and supply
all such information data drawings and assistance as may be requisite
to enable the Company to exploit the Intellectual Property to the best
advantage and shall execute all documents and do all things which may
be necessary or desirable for obtaining patent or other protection for
the Intellectual Property in such parts of the world as may be
specified by the Company and for vesting the same in the Company or as
it may direct.
18.3 To the extent that any rights in the Intellectual Property have not
vested or do not vest in the Company by operation of law, the Executive
hereby irrevocably assigns to the Company, including by way of future
assignment, with full title guarantee, absolutely and free from all
encumbrances, all his rights, title and interests in any and all
Intellectual Property together with all accrued rights of action in
respect of any infringement of any such Intellectual Property rights,
title or interest.
18.4 The Executive irrevocably appoints the Company to be his agent in his
name and on his behalf to sign execute or do any such instrument or
thing and generally to use his name for the purpose of giving to the
Company (or its nominee) the full benefit of the provisions of this
clause and in
favour of any third party a certificate in writing signed by any
director or the secretary of the Company that any instrument or act
falls within the authority conferred by this clause shall be conclusive
evidence that such is the case.
18.5 The Executive waives all of his moral rights (as defined in the
Copyright, Designs and Patents Act 1988) in respect of any acts of the
Company or any acts of third parties done with the Company's authority
in relation to any Intellectual Property which is the property of the
Company by virtue of this clause.
18.6 Rights and obligations under this clause shall continue in force after
termination of this Agreement in respect of Intellectual Property made
during the Executive's employment and shall be binding upon his
personal representatives.
19. GENERAL
19.1 In accordance with Section 1 of the Employment Rights Act 1996 the
following is declared: there are no collective agreements which affect
the Executive's employment, there are no terms relating to the
Executive's return to the UK on expiry of the Initial Term, and a
contracting out certificate is not in force in respect of the
Executive's employment.
19.2 This Agreement is in substitution for any previous contracts of
employment between the Company and the Executive (which shall be deemed
to have been terminated by mutual consent).
19.3 Termination of this Agreement shall not affect any provisions that are
intended to operate after termination.
19.4 The validity construction and performance of this Agreement shall be
governed by English law and all disputes claims or proceedings between
the parties relating to the validity, construction, performance or
termination of this Agreement shall be subject to the non-exclusive
jurisdiction of the High Court of Justice in England and Wales provided
always that in the event of any disputes arising between the parties
arising out of the Agreement the parties shall meet in order to resolve
the dispute in good faith before recourse to legal proceedings save
that this provision shall not apply in the event that one or other of
the parties wishes to proceed with an injunction.
19.5 Any notice or other information required or authorised by this
Agreement to be given by either party to the other may be given by hand
or sent by first class pre-paid post, facsimile transmission or
comparable means of communication to the other party at the address set
out by that party's name at head of this Agreement or to such other
address as notified from time to time.
19.6 Any notice or other information given by post pursuant to clause 19.4
which is not returned to the sender as undelivered shall be deemed to
have been given on the two working days after the envelope containing
the same was so posted; and provided that the envelope containing any
such notice or information was properly addressed, pre-paid, registered
and posted, and that it has not been so returned to the sender, shall
be sufficient evidence that such notice or information has been duly
given.
19.7 Any notice or other information sent by facsimile transmission or
comparable means of communication shall be deemed to have been duly
sent on the date of transmission, provided that a confirming copy
thereof is despatched by first class, pre-paid post to the other party
at the address referred to in clause 18.4 within 24 hours after
transmission.
20. GUARANTEE
The Guarantor hereby agrees to guarantee the payment and performance of
all obligations of the Company arising under this Agreement in the
event the Company is unable to meet such obligations for reasons of
insolvency or due to the fact the Company has come under the Control of
a person other than an Affiliated Company.
IN WITNESS whereof this deed has been duly executed and it is intended to be and
is delivered on the date first above written
Executed as Deed by
Paul Masson /s/ PAUL MASSON
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In the presence of:
Witness Name:- John R. Given
Address:- 4 Sturbridge Ct., Greenville, SC 29615
Signature:- /s/ JOHN R. GIVEN
-----------------
Executed as a Deed by
Oneida International, Limited
By two of its duly authorised officers
/s/ GREGG DENNY (Director) 04/15/05
- ----------------
/s/ CATHERINE H. SUTTMEIER (Director/Secretary) 04/15/05
- ---------------------------
Dear Mr. Masson:
Pursuant to our agreement dated January 17, 2005 and our subsequent
correspondence, please be advised that, provided this letter agreement has been
signed by you, Oneida will deposit to your personal bank account on or before
March 4, 2005 the sum of 4,585.16'L' which combined with the 2,914.84'L'
deposited on February 28, 2005 equals 7,500'L' or approximately 15,000USD.
It is expected that you have or will obtain a credit card which you will use to
pay for your business travel on behalf of Oneida and certain expenses related to
your move to Thailand. You will file expense reports monthly with Mr. Dave
Keenan or his designate which will be reviewed by the Chief Executive Officer,
Mr. Peter J. Kallet, and, if the expenses are in accordance with company policy,
the amount requested will be promptly forwarded to your UK bank account.
Upon your leaving the employment of the company or any of its affiliates, or
your relocating from Thailand, you will file your outstanding expense
reimbursement requests, if any, within one week of leaving or relocation. Any
expense reimbursement amounts requested which are over 7,500'L', will be
promptly forwarded to your account, if the final amounts are under 7,500'L'
you will repay immediately what is remaining to the company. You hereby give the
company the right and authority to net any remaining amount from your salary if
the remaining expense deposit is not promptly repaid by you.
Please indicate your agreement with the above by signing in the space provided
below.
Sincerely,
By: /s/ GREGG R. DENNY 04/15/05
------------------
Agreed to this 31 day of March 2005
By: /s/ PAUL MASSON
---------------
Paul Masson