EXHIBIT (10I)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, entered into this the 19/th/ day of July, 1990
between UNIFI, INC., a New York corporation (hereinafter called "Unifi"), and G.
XXXXX XXXXXX (hereinafter called "Xx. Xxxxxx");
WITNESSETH:
WHEREAS, Xx. Xxxxxx is presently the Chairman of the Board of Directors,
and Chairman of the Executive Committee of Unifi and as such is an integral part
of Unifi management; and
WHEREAS, Xx. Xxxxxx, was an original founder and has served as a director
of Unifi since its organization; has served as a principal Executive Officer
including Chairman of the Board of Directors, President, and Chief Executive
Officer whose leadership and expertise have constituted and still constitute a
major factor in Unifi's development, growth, and outstanding success; and is
thoroughly familiar with Unifi's background, policies and operations in respect
to production, finance, sales, and all other aspects of its business; and
WHEREAS, Xx. Xxxxxx, through his knowledge and experience in the textile
business both before and after the organization of Unifi is exceptionally well
qualified, fitted and equipped to continue as a principal Executive Officer of
Unifi to wit the Chairman of its Board of Directors and Executive Committee and
as a consultant after his retirement as an active Executive Officer of Unifi;
and
WHEREAS, Unifi deems it to be in its best interest to retain the unique
experience, ability and leadership of Xx. Xxxxxx for the company, and for such
subsidiaries and affiliates as it may from time to time create or acquire, for a
fixed term of years, as an Executive officer and thereafter in consultative
capacity; and
WHEREAS, Unifi and Xx. Xxxxxx entered into an Employment Agreement dated
the 18th day of July 1985 and the parties hereto agreed that said 1985
Employment Agreement shall terminate effective as of July 1, 1990, upon the
execution of this agreement.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, and intending to be legally bound hereby, the parties agree as
follows:
Part I. EMPLOYMENT.
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Section 1. Executive Employment. Unifi hereby employs Xx. Xxxxxx and Mr.
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Mebane hereby accepts employment in a principal executive and managerial
capacity, with the designations of Chairman of the Board of Directors and
Chairman of the Executive Committee or such other titles as the Board of
Directors may designate for a term of ten years commencing on the first day of
July 1990 and terminating on the 30/th/ day of June 2000 (hereinafter referred
to as executive period), unless sooner terminated, on the terms and conditions
herein set out.
Section 2. Consultative Capacity. Upon the termination of his executive
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employment as provided in Section 1 above, Unifi shall still retain Xx. Xxxxxx
and Xx. Xxxxxx agrees to continue serving the company in an advisory or
consultative capacity (hereinafter sometimes referred to as consultant period or
consultant) until June 30, 2005 on the terms and conditions herein set forth.
Part II. EXECUTIVE EMPLOYMENT.
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Section 1. Compensation. For all services rendered by Xx. Xxxxxx during
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his executive employment, Unifi agrees to pay Xx. Xxxxxx a salary of $800,000.00
per annum ("Base Compensation"), payable in installments and in the same
frequency as other Executive Officers are paid, plus such additional
compensation and bonuses as may be awarded from time to time to Xx. Xxxxxx by
the Board of Directors of Unifi.
Section 2. Duties. Xx. Xxxxxx is employed during the executive period as a
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principal Executive Officer with the designation of Chairman of the Board of
Directors and Chairman of the Executive Committee or such other title as
designated by the Board of Directors, all other Executive Officers shall report
to him, upon his oral request, and the scope of his duties hereunder shall
consist in rendering such services and performing such functions of a chief
executive nature for Unifi as are necessary or customary, subject only to the
general direction, approval and control of the Board of Directors of Unifi.
Xx. Xxxxxx agrees to exert and devote substantially all of his time and
attention to the promotion of the business and interests of Unifi. The
foregoing shall not be construed, however, to preventing Xx. Xxxxxx from
investing his assets in such businesses as he desires, or rendering limited
services to such businesses, or serving on the Board of Directors of companies
in which he has made an investment. Provided, however, if the company of which
Xx. Xxxxxx is asked to be a director is in competition with Unifi, it must be
publicly owned, and Xx. Xxxxxx'x interest therein must be solely that of a
shareholder owning not more than three percent (3%) of the outstanding shares or
Xx. Xxxxxx receives prior written approval from Unifi's Board of Directors to
serve as a director for said company.
Unifi and Xx. Xxxxxx recognize that Xx. Xxxxxx will be required to travel
in order to perform the services to be rendered hereunto, but Unifi agrees that
the extent of such travelling necessary for the performance of Xx. Xxxxxx'x
services hereunder shall be within the reasonable discretion, exercised in good
faith, of Xx. Xxxxxx. In any event, Xx. Xxxxxx shall not be required to change
his resident from the Greensboro, Yadkinville, Mocksville, North Carolina area
in order to render the services to be performed hereunder or to perform services
inconsistent with the type of services presently being performed by Xx. Xxxxxx.
Section 3. Work Situs and Working Facilities. Xx. Xxxxxx shall be
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furnished at all times during his executive employment with working facilities,
including, without limitation, a private office; a private secretary of his own
selection; an adequate staff in Greensboro, North Carolina or such other
location as his duties may require to assist him in the performance of his
duties hereunder; and transportation, including use of company air craft,
commensurately with those being furnished to him on the date of the execution of
this Agreement.
Section 4. Vacations. Xx. Xxxxxx during the executive period shall be
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entitled each year to a minimum vacation of four weeks plus such additional time
as may be approved by the Board of Directors, during which his Base Compensation
shall continue to be paid to him. Xx. Xxxxxx shall take his vacation at such
time or times as he shall determine.
Section 5. Reimbursement of Expenses. Xx. Xxxxxx during the executive
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period shall be entitled to reimbursement for all expenses reasonably incurred
by him in connection with the performance of his duties hereunder, including,
without limitation, expenses incurred in travelling and entertaining reasonably
related to the business or interests of Unifi. Such reimbursement shall be made
within a reasonable time after receipt of Xx. Xxxxxx'x expense statement.
Section 6. Disability and Death.
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(a) If, during the executive period, Xx. Xxxxxx becomes disabled or
incapacitated for a period of twelve (12) consecutive months to the extent he is
unable to perform his duties hereunder ("Permanently Disabled"), Unifi shall
have the right at any time thereafter, so long as Xx. Xxxxxx is then still
Permanently Disabled, to terminate his executive employment. If Unifi elects to
terminate his executive employment it shall continue to pay to Xx. Xxxxxx
through the 30/th/ day of June 2000 an amount equaled to fifty percent (50%) of
the Base Compensation he was receiving at the time of said termination and in
the manner as provided in Section 1 of this Part II. In the event of Xx.
Xxxxxx'x death after such termination of his executive employment for
disability, Unifi shall pay through the 30/th/ day of June 2000 to the person
and in the manner set forth in paragraph (c) of this Section 6, an amount per
annum equal to the amount of the Base Compensation he was receiving during his
disability. The payments herein provided for shall be made in installments as
set forth in Section 1 of this Part II. If, and so long as Unifi's Board of
Directors does not elect to terminate Xx. Xxxxxx'x executive employment as a
result of his Permanent Disability, this Agreement shall continue in full force
and effect until the end of the executive period.
(b) If Xx. Xxxxxx dies during the executive period of this Agreement other
than as provided in paragraph (a) of this Section 6, this Agreement shall
terminate, except that Unifi shall pay, through the 30/th/ day of June 2000, to
the persons and in the manner set forth in paragraph (c) of this Section 6, an
amount per annum equal to fifty percent (50%) of the Base Compensation Xx.
Xxxxxx was receiving on the date of his death. The payments herein provided for
shall be made in installments as provided for in Section 1 of this Part II.
(c) With respect to any payments to be made, pursuant to paragraphs (a) or
(b) of this Section 6, to persons other than Xx. Xxxxxx, such payments shall be
made as designated by Xx. Xxxxxx in his Last Will and Testament, or if Xx.
Xxxxxx dies intestate then the payment shall be made to Xx. Xxxxxx'x wife, Xxx.
Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, and if she be deceased to Xx. Xxxxxx'x living
children and the living lineal descendants of any deceased child of Xx. Xxxxxx,
per stirpes. The payments provided for herein shall be made in installments as
set forth in Section 1 of this Part II.
Part III. CONSULTATIVE CAPACITY.
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Section 1. Compensation. The annual compensation to be paid by Unifi to
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Xx. Xxxxxx during his engagement as a consultant as provided in Section 2 of
Part I of this agreement shall be an amount equal to one-fourth (1/4) of the
Base Compensation being paid
to Xx. Xxxxxx during the last year of his executive employment payable in
installments and in the same frequency as executive officers are paid.
Section 2. Duties. During the term of his engagement as a consultant, Mr.
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Mebane shall perform all consulting and advisory services as Unifi's Board of
Directors may reasonably request in order that Unifi may continue to benefit
from his experience, knowledge, reputation and contacts in the industry. Xx.
Xxxxxx shall be available to advise and consult with Unifi's Officers and
Directors at all reasonable times by phone, mail, or in person, however, Xx.
Xxxxxx'x failure to render such service due to reasonable causes shall not
effect his right to receive the compensation provided for in Section 1 of this
Part III.
During the consultant period Xx. Xxxxxx shall not engage or render services
to any other business that is in competition with Unifi other than to serve on
the Board of Directors of other corporations as authorized under Section 2 of
Part II of this agreement, or give out any confidential information as more
particularly defined in Section 4 of Part IV of this agreement.
Section. 3. Reimbursement of Expenses. Xx. Xxxxxx while acting as a
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consultant shall be entitled to be reimbursed for all expenses reasonably
incurred by him in travelling, entertaining and other associated expenses
necessary to perform his duties and/or requested by Unifi's Board of Directors.
Such reimbursements shall be made within a reasonable time after receipt of Xx.
Xxxxxx'x expense statement.
Part IV. OTHER PROVISIONS.
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Section 1. Termination. This Agreement shall terminate and Unifi shall
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have no further obligations or responsibilities under this agreement, except as
provided in this Section, upon the occurrence of any of the following events:
(a) The death of Xx. Xxxxxx during his executive employment or engagement
as a consultant, except for the payments due under the provisions of Section 5
and Section 6(b) of Part II and under Section 3 of Part III respectively of this
agreement;
(b) If during his executive employment, Xx. Xxxxxx becomes permanently
disable and Unifi elects to terminate his employment, except for the payment due
under provisions of Section 5 and Section 6(a) of Part II of this agreement.
(c) Xx. Xxxxxx becomes permanently disabled during the consultant period
except for payments which may due under provisions of Section 3 of Part III of
this agreement.
(d) For cause, as hereinafter defined upon sixty days prior written notice
to Xx. Xxxxxx. The term "cause" for purposes of this agreement shall mean only
failure to carry out his duties, whether during the executive period or
consultant period, gross misconduct or dishonesty.
Section 2. Directors Compensation. In addition to all other compensation
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and reimbursement provided for in this agreement when Xx. Xxxxxx during his
executive employment serves as a Director of Unifi he is entitled to receive a
Directors fee for such services to the same extent as other Executive Officers
who are acting as Directors of Unifi; and when he serves as a Director during
the consultant period, he is entitled to receive a Directors fee for such
services to the same extent as outside directors of Unifi.
Section 3. Fringe Benefits. This Agreement is not intended to and shall
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not be deemed in lieu of any rights, benefits, and privileges to which Xx.
Xxxxxx may be entitled as
an employee of Unifi under any retirement, profit sharing, insurance, hospital
or other plans which may now be in effect or which may hereafter be adopted; it
being understood that Xx. Xxxxxx shall have the same rights and privileges to
participate in such plans and benefits provided for other Executive Officers and
key employees of Unifi during the period of his executive employment.
Section 4. Restrictions.
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(a) Definitions. As used in this Agreement.
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(i) "Competitor" shall mean any company engaged in or about to be
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engaged in the business of developing, producing or distributing
a product or service similar to any product or service produced
or performed or about to be produced or performed by Unifi.
(ii) Confidential Information" shall mean all information about Unifi
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or relating to any of its products or any phase of its operations
including, without limitation, trade secrets, customer lists and
Inventions, not generally known to any of its Competitors which
Xx. Xxxxxx knew or acquired knowledge of during the term of his
employment.
(b) Disclosure of Information. Xx. Xxxxxx shall not disclose or make
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available to any person or other entity any confidential Information or any
know-how or experience relating to Unifi's business without authorization of
Unifi's Board of Directors. Upon termination of this agreement Xx. Xxxxxx if
requested by Unifi's Board of Directors shall leave with Unifi all documents in
his possession which contain Confidential Information.
(c) Injunctive Relief. It is agreed that Xx. Xxxxxx'x services hereunder
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are special and unique giving them peculiar value, the loss of which cannot be
reasonably or adequately compensated for by damages, and in the event of Xx.
Xxxxxx'x breach of this Agreement, Unifi shall be entitled to equitable relief
by way in injunction or otherwise.
Section 5. Notices. Any notice required or permitted to be given under
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this Agreement shall be sufficient, if in writing and if sent by registered or
certified mail, postage prepaid, or telecopier to his residence in the case of
Xx. Xxxxxx or to its principal office in the case of Unifi.
Section 6. Assignment. The rights and obligations of Unifi under this
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Agreement shall inure to the benefit of and be binding upon its successors and
assigns; provided, however, that this Agreement is not assignable by Unifi
except as part of a merger, consolidation or sale of all or substantially all of
Unifi's assets as a going business to any other corporation or business
organization. Unifi agrees that it will not merge into, consolidate with, or
sell all or substantially all of its assets to any other corporation or business
organization unless such successor or purchaser specifically agrees to assume
and be bound by all of the terms and conditions of this Agreement.
This Agreement may not be assigned or otherwise transferred voluntarily or
involuntarily by Xx. Xxxxxx.
Section 7. Applicable Law. This Agreement shall be interpreted and
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construed under the laws of North Carolina.
Section 8. Entire Agreement. This instrument contains the entire agreement
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of the parties. It may not be changed or altered, except by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
their respective hands and seals as of the day and year first above written.
UNIFI, INC.
BY: XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Chairman of the Compensation Committee
Attest:
XXXXXXXX XXXXXXX, XX.
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Xxxxxxxx Xxxxxxx, Xx.
Secretary
G. XXXXX XXXXXX
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G. Xxxxx Xxxxxx
Witness:
XXXXXX X. XXX
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