ONEIDA LTD
EXHIBIT 10.9
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<DESCRIPTION>EXHIBIT 10.9
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                                                                    EXHIBIT 10.9

                                   ONEIDA LTD.

                                              August 2, 2004

Harold J. DeBarr
c/o Oneida, Ltd.
Kenwood Avenue
Oneida, New York

Dear Harold:

          This letter agreement (this "Agreement") sets forth our mutual
agreement concerning the terms of your resignation from Oneida Ltd. (the
"Company") and your consulting arrangement with the Company:

          1. Resignation. Effective as of August 6, 2004 (the "Resignation
Date"), you hereby resign as Corporate Senior Vice President of Manufacturing
and Engineering and from each position and office held by you at the Company and
you will cease to be an employee of the Company in all respects. In connection
with your resignation, the Company will pay you your accrued and unused vacation
and any earned but unpaid base salary as of the Resignation Date. The Company
will reimburse your unreimbursed business expenses incurred prior to the
Resignation Date in accordance the Company's business expense reimbursement
policies; provided, that you submit proper documentation evidencing such
expenses to the Company within 30 calendar days following the Resignation Date.
You acknowledge that following the Resignation Date, except as provided under
the terms of this Agreement and the applicable Company employee benefit plan in
which you have participated, you will not be entitled to any other Company
payments, insurance or benefits, including, without limitation, any severance or
similar benefits under any plan, program, policy or arrangement, whether written
or unwritten.

          2. Consulting Period. During the period beginning on the Resignation
Date and ending on February 28, 2005 (the "Consulting Period"), you shall serve
as a consultant to the Company and shall perform such consulting and advisory
services as the Company may reasonably request from time to time. Your duties
shall include consulting with the Company in connection with Project Virtual and
such other consulting services as may be reasonably requested by the Company.
During the Consulting Period, you shall at all times and for all purposes be an
independent contractor and not an employee or agent of the Company. You shall
have no power to bind the Company in contractual or other matters, and you shall
not hold yourself out as having such authority.





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          3. Consulting Payments. Subject to your not revoking your waiver of
rights under ADEA as described in Section 5(b) and your complying with the terms
and conditions of this Agreement and in consideration thereof, you will receive
the following payments and benefits:

          (a) Consulting Fee. During the Consulting Period, the Company shall
pay you a monthly consulting fee of $13,617 in accordance with the Company's
normal payroll procedures, and which will not be subject to income or employment
tax withholding (the "Consulting Fee"). You shall not receive any other
compensation or benefits during the Consulting Period.

          (b) Reimbursement of Expenses. During the Consulting Period, the
Company shall reimburse you upon submission of proper documentation evidencing
such expenses in accordance with the Company's expense reimbursement policies,
as in effect from time to time, for reasonable out-of-pocket expenses incurred
in connection with the your performance of services hereunder; provided, that
such expenses must be approved in advance by the Company in writing and will be
incurred subject to the requirements of the Company's business and travel
expense policies. Such expenses shall be reimbursed upon submission of written
evidence in accordance with the Company's expense reimbursement policies, as in
effect from time to time.

          (c) Reimbursement of COBRA Premiums. You and your dependents shall be
entitled to receive continuation coverage under Section 4980B(f) of the Internal
Revenue Code of 1986, as amended (relating to "COBRA"). During the Consulting
Period, the Company shall reimburse you on an after tax basis for the cost of
the COBRA premiums you incur with respect to you and your dependents.
Thereafter, you shall be solely responsible for the full cost of your COBRA
premiums.

          4. Restrictive Covenants.

          (a) Noncompetition. You agree that during the Consulting Period you
shall not, directly or indirectly, whether as a proprietor, partner, principal,
joint venturer, employer, agent, employee, consultant, officer, director or
investor or otherwise, alone or in association with any other person, firm,
corporation or other business activity (other than an owner of less than one
percent of the capital stock of a publicly traded entity), engage in any
business or activity that competes with the business conducted by the Company in
the geographical area in which it is engaged or will engage in such business
during such period.

          (b) Nonsolicitation. As a separate and independent covenant, you agree
that during the Consulting Period and for a period of eighteen months thereafter
you shall not in any way, directly or indirectly: (i) call upon, solicit, advise
or otherwise do, or attempt to do, business with any person who is, or was
during your employment or service, a client or customer of the Company, or take
away or interfere or attempt to take away or to interfere with any customer,
trade, business, patronage or affair of the Company or (ii) solicit, induce to
leave, hire (or attempt to hire) or otherwise interfere (or attempt to
interfere) with any person who is at such time, or was during your employment or
service, an employee, officer, representative or agent of the Company.

          (c) Confidentiality. You agree that at no time during the Consulting
Period or thereafter will you, except in performance of your obligations to the
Company during the Consulting Period, directly or indirectly, reveal to any
person, entity or other organization or use for your own benefit any information
deemed to be confidential or proprietary by the Company relating to the assets,
liabilities, employees, goodwill, business or affairs of the Company, including,
without limitation, any





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information concerning past, present or prospective customers, suppliers,
manufacturing processes or marketing data, or any other confidential or
proprietary information ("Confidential or Proprietary Information"). You further
agree that you will not, without the prior written consent of the Company,
remove or take from the Company's premises (or if previously removed or taken,
at the Company's request, to promptly return) any written Confidential
Information or any copies or extracts thereof. Upon the request and at the
expense of the Company, you shall promptly make all disclosures, execute all
instruments and papers and perform all acts reasonably necessary to vest and
confirm in the Company, fully and completely, any and all rights in Confidential
or Proprietary Information. This restriction shall not apply to information that
may be required by law or an order of any court or government agency to be
disclosed. In the event you believe you are, or have reason to believe you will
be, required by any applicable law, discovery request and or legal process to
such information, you shall provide the Company's General Counsel with written
notice no less than five business days prior to any such disclosure.

          (d) Return of Company Property. Upon the expiration of the Consulting
Period, you shall return all property and material in your possession that
belongs or relates to the Company, including all originals and copies of files,
writings, reports, memoranda, diaries, notebooks, notes of meetings or
presentations, data, computer software and hardware, diskettes, cellular phones,
drawings, charts, photographs, slides, patents, or another form of record which
contains information belonging to or created or produced by, for or at the
direction of the Company, or any employee or agent thereof.

          (e) Cooperation. From and after the Resignation Date, you shall
cooperate in all reasonable respects with the Company and with its attorneys and
experts in connection with the conduct of any action, proceeding, investigation
or litigation involving the Company.

          (f) Non-Disparagement. You covenant and agree to refrain from making
any statement, written or oral, in disparagement of the Company or any of its
officers, shareholders, directors, employees, agents, or associates (including,
but not limited to, negative references to each or any of the Company's
products, services, or corporate policies) to the general public and/or the
Company's employees, potential employees, customers, suppliers, potential
suppliers, business partners, and/or potential business partners.

          (g) Rights and Remedies Upon Breach. The parties acknowledge and agree
that any breach of the covenants in this Section 4 will cause immediate and
irreparable injury, direct or indirect, to the Company and that money damages
will not provide adequate remedy. You therefore agree that if you violate any of
the restrictions covenants hereunder, the Company shall be entitled, among and
in addition to any other rights or remedies available under this Agreement or at
law or in equity, to temporary and permanent injunctive relief, without bond or
other security, to prevent you from committing or continuing a breach of such
covenants. In the event you should breach, or threaten to breach, any of your
obligations under this Section 4, the Company may, upon written notice to you,
terminate its obligation to make any further payment to you under Section 3.

          5. Release.

          (a) General Release. In consideration of the payments and benefits
provided to you under this Agreement and after consultation with counsel, you,
and each of your respective heirs, executors, administrators, representatives,
agents, successors and assigns (collectively, the 'Releasors") hereby
irrevocably and unconditionally release and forever discharge the Company and
any current or former officers, employees, directors, shareholders, attorneys
and agents of the Company (the





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"Released Parties") from any and all claims, actions, causes of action, rights,
judgments, obligations, damages, demands, accountings or liabilities of whatever
kind or character (collectively, "Claims"), including, without limitation, any
Claims under any federal, state, local or foreign law, that the Releasors may
have, or in the future may possess, arising out of (i) your employment
relationship with and service as an employee, officer or director of the
Company, and the termination of such relationship or service, (ii) any letter or
other agreement relating to your employment or resulting from a change of
control of the Company, or (iii) any event, condition, circumstance or
obligation that occurred, existed or arose on or prior to the date hereof;
provided, however, that the release set forth in this Section 5(a) shall not
apply to the obligations of the Company under this Agreement. The Releasors
further agree that the payments and benefits described in this Agreement shall
be in full satisfaction of any and all Claims for payments or benefits, whether
express or implied, that the Releasors may have against the Released Parties
arising out of your employment relationship or your service as an employee,
officer and director of the Company and the termination thereof.

          (b) ADEA Release. In further consideration of the payments and
benefits provided to you under this Agreement, the Releasors hereby
unconditionally release and forever discharge the Released Parties from any and
all Claims that the Releasors may have as of the date you sign this Agreement
arising under the Federal Age Discrimination in Employment Act of 1967, as
amended, and the applicable rules and regulations promulgated thereunder
("ADEA"). By signing this Agreement, you hereby acknowledge and confirm the
following: (i) you were advised by the Company in connection with your
termination to consult with an attorney of your choice prior to signing this
Agreement and to have such attorney explain to you the terms of this Agreement,
including, without limitation, the terms relating to your release of claims
arising under ADEA; (ii) you were given a period of not fewer than twenty-one
days to consider the terms of this Agreement and to consult with an attorney of
your choosing with respect thereto; (iii) you are providing the release and
discharge set forth in this Section 5(b) only in exchange for consideration in
addition to anything of value to which you are already entitled; and (iv) that
you knowingly and voluntarily accept the terms of this Agreement.

          You further acknowledge that you understand that during the Revocation
Period (the seven-day period following the date on which you sign this
Agreement) you may revoke the release contained in this Section 5(b), by
delivering to the Company by hand or by mail a written notice of your revocation
of the release and waiver contained in this Section 5(b) prior to the expiration
of the Revocation Period. If delivered by mail, the revocation must be: (1)
postmarked within the Revocation Period; (2) properly addressed to the Company
at the address on this letterhead, to the attention of the General Counsel; and
(3) sent by certified mail return receipt requested. Such right of revocation
right relates only to the release set forth in this Section 5(b) does not act as
a revocation of any other term of this Agreement.

          (c) You agree that you have not, and will not, commence or join any
legal action, which term includes, without limitation, any demand for
arbitration proceedings and any complaint to any foreign, federal, state or
local agency, court or other tribunal, to assert any claim against any of the
Released Parties. If you commence or join any legal action against any of the
Released Parties, you agree to promptly indemnify such Released Party for its
reasonable costs and attorneys fees incurred in defending such action as well as
any monetary judgment obtained by you against any of the Released Parties in
such action. Nothing in this paragraph is intended to reflect any party's belief
that your waiver of claims under ADEA is invalid or unenforceable under this
Agreement, it being the intent of the parties that such claims are waived.





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          6. No Disclosure of Agreement. You agree to keep confidential the
existence of this Agreement, the contents and terms of this Agreement. You shall
not disclose or publicize any of the terms of this Agreement to any person or
entity, except to your spouse, tax advisor or attorney, provided they agree to
be bound by the terms of this Agreement. You may also disclose this Agreement
pursuant to legal process. In the event you believe you are, or have reason to
believe you will be, required by any applicable law, discovery request and or
legal process to disclose the terms of this Agreement, you shall provide the
Company's General Counsel with written notice no less than five business days
prior to any such disclosure.

          7. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect. Any provision of this Agreement held to be invalid or unenforceable
shall be reformed to the extent necessary to make it valid and enforceable.

          8. Successors. This Agreement shall inure to the benefit of and be
binding upon and enforceable by the Company and its successors, permitted
assigns, heirs, legal representatives, executors, and administrators.

          9. Governing Law. This Agreement shall be subject to the laws of the
State of New York applicable to contracts executed in and to be performed
therein.

          10. Entire Agreement. All prior negotiations and agreements between
the parties hereto with respect to the matters contained herein are superseded
by this Agreement and are null and void, and there are no representations,
warranties, understandings or agreements other than those expressly set forth
herein.

          11. Withholding. The payment of any amount pursuant to this Agreement
shall be subject to applicable withholding of taxes and such other deductions as
may be required by law.

          12. Waiver of Retention Agreement. In consideration of the payments
and benefits provided to you under this Agreement, you hereby agree to waive all
rights and interests that you may have now or in the future under the letter
agreement between you and the Company dated November 15, 1999 (the "Retention
Agreement") and as of the date hereof the Retention Agreement is null and void.

          13. Independent Contractor. During the Consulting Period, your
relationship to the Company and its affiliates shall be that of an independent
contractor, and nothing contained in this Agreement shall be construed as
creating a joint venture, partnership or employment arrangement. During the
Consulting Period, you agree to discharge all obligations under federal, state,
or local law, regulation or order then or thereafter in force arising out of
your provision of services during the Consulting Period. Your continuing
services for the Company shall not be exclusive and you will be free to be
employed by, or serve as a consultant to, any other person or entity, provided
that you do not participate in any activities that would constitute a breach of
this Agreement or otherwise result in any material actual conflict of interest
with the Company.

          14. Counterparts. All executed copies of this Agreement shall have the
same force and effect and shall be as legally binding and enforceable as the
original. This Agreement may be executed in counterparts, each of which shall
constitute a single instrument.





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                                        Sincerely,


                                        /s/ PETER J. KALLET
                                        ----------------------------------------
                                        Peter J. Kallet
                                        Chairman, President and Chief Executive
                                        Officer

ACCEPTED AND AGREED:


/s/ HAROLD J. DEBARR
------------------------------
Harold J. DeBarr

Date: Aug 5, 2004


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