Exhibit (c)(1)
WESTPOINT XXXXXXX INC.
STOCK AWARD AGREEMENT
This Stock Award Agreement (the "Agreement") is entered into as of the
18th day of November, 1999, by and between WESTPOINT XXXXXXX INC. (the
"Company") and XXXXXXXX X. XXXXX, XX. ("Employee").
W I T N E S S E T H
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has granted to Employee an award of stock, subject to
the terms and conditions set forth herein, to encourage his continued loyalty
and diligence (the "Award"); and
WHEREAS, to further the interests of the Company and Employee, the
parties hereto have set forth the terms of such award in writing in the
Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. STOCK AWARD.
(a) GENERAL. Subject to the restrictions and other conditions
set forth herein, the Company hereby grants to Employee an award of 500,000
shares of common stock of the Company. Such shares are hereinafter referred to
as the "Shares."
(b) BACKGROUND. The Shares were awarded to Employee on October 27,
1999.
2. TERMINATION OF EMPLOYMENT.
(a) GENERAL. If Employee's employment with the Company and all
of its subsidiaries terminates for any reason other than death or Total and
Permanent Disability prior to the earlier of (i) October 27, 2004 or (ii) a
Change in Control of the Company, then Employee shall forfeit all rights in, and
shall be obligated to return to the Company, the number of Shares set forth
below:
Termination prior to: Shares to be Returned
-------------------- ---------------------
October 27, 2000 500,000
October 27, 2001 400,000
October 27, 2002 300,000
October 27, 2003 200,000
October 27, 2004 100,000
C:\AGREEMEN\stockaward.htg.wpd
For purposes of this Section 2, (i) "Total and Permanent Disability"
shall have the meaning set forth in the Retirement Savings Value Plan for
Employees of WestPoint Xxxxxxx Inc., provided that the determination of whether
Employee has become Totally and Permanently Disabled shall be made solely by the
Committee, and (ii) "Change in Control" shall have the meaning set forth in that
certain Employment Agreement between West Point-Pepperell, Inc. and Employee
dated March 8, 1993.
(b) RETURN OF SHARES. The Company shall not be obligated to
make any payment to Employee in respect of any Shares required to be returned to
the Company pursuant to this Section 2. In the event Employee has sold,
transferred or otherwise disposed of any Shares required to be returned to the
Company under this Section 2, Employee shall deliver other shares of common
stock of the Company in lieu thereof. The number of Shares required to be
returned to the Company shall be adjusted to reflect any stock split, stock
dividend or similar event affecting the common stock of the Company.
3. DELIVERY OF STOCK CERTIFICATE.
The Company shall deliver a stock certificate representing the
Shares in the name of Employee within a reasonable time after this Agreement has
been executed by Employee.
4. AGREEMENT OF EMPLOYEE.
Employee acknowledges that certain restrictions under state or
federal securities laws may apply with respect to the Shares granted to him
pursuant to the Award. Specifically, Employee acknowledges that (i) the Shares
are "restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933 (the "Securities Act"), and may be resold only in compliance with
Rule 144 (including the holding period thereunder) and (ii) to the extent
Employee is an "affiliate" of the Company (as that term is defined by the
Securities Act), the Shares are subject to certain additional trading
restrictions under applicable securities laws (including Rule 144). Employee
hereby agrees to execute such documents and take such actions as the Company may
reasonably require with respect to state and federal securities laws and any
restrictions on the resale of such shares which may pertain under such laws.
5. EXECUTION OF AGREEMENT.
Employees shall execute this Agreement within 30 days after
receipt of same, or the Agreement and the Award shall be null and void ab
initio.
6. WITHHOLDING.
Employee shall pay an amount equal to the amount of all
applicable federal, state and local employment taxes which the Company is
required to withhold at any time. Such payment may be made in cash, by
withholding from Employees' normal pay, by the
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relinquishment of Shares subject to this Agreement, or by delivery of other
shares of the Company's common stock.
7. MISCELLANEOUS.
(a) LIMITATION OF RIGHTS. The granting of the Award and the
execution of the Agreement shall not give Employee any rights to similar grants
in future years or any right to be retained in the employ or service of the
Company or any of its subsidiaries or to interfere in any way with the right of
the Company or any such Subsidiary to terminate Employee's employment or
services at any time or the right of Employee to terminate his employment at any
time.
(b) STOCKHOLDER RIGHTS. During the period that any Shares
remain subject to be returned to the Company under Section 2, Employee shall
retain all rights of a stockholder of the Company with respect to such Shares,
including the right to vote such Shares and the right to receive dividends paid
in respect of such Shares.
(c) SEVERABILITY. If any term, provision, covenant or
restriction contained in the Agreement is held by a court or a federal
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions contained in the Agreement shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated.
(d) CONTROLLING LAW. The Agreement is being made in Georgia
and shall be construed and enforced in accordance with the laws of that state.
(e) CONSTRUCTION. The Agreement contains the entire
understanding between the parties and supersedes any prior understanding and
agreements between them representing the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto relating to the subject matter hereof which
are not fully expressed herein.
(f) AMENDMENT. Any amendment to this Agreement must be in
writing and signed by both the Company and the Employee.
(g) HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of the
Agreement or any provision hereof.
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IN WITNESS WHEREOF, the parties hereto have executed the
Agreement as of day and year first set forth above.
WESTPOINT XXXXXXX INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------
Title: Vice President and Secretary
EMPLOYEE
/s/ Xxxxxxxx X. Xxxxx, Xx.
-----------------------------------------
Xxxxxxxx X. Xxxxx, Xx.
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