SEVERANCE AGREEMENT for Gail Moore
EXHIBIT 10.41
for Xxxx Xxxxx
THIS AGREEMENT between Xxxxxxx Fabrics, Inc., a Delaware corporation (the “Corporation”), and
Xxxx Xxxxx whose address is Xxx Xxxxxxx Xxx, Xxxxxxx, XX 00000 (the “Executive”), dated as of June
12, 2006
W
I T N E S S E T H :
WHEREAS, the Corporation wishes to attract and retain well qualified executive and key
personnel and, in the event of any Change of Control (as defined in Section 2) of the Corporation,
to assure both itself and the Executive of continuity of management; and
WHEREAS,
the Corporation, wishes to enter into this Agreement until May 4, 2008 (“the Expiration Date”), and to automatically renew the Severance Agreement for an
additional three year period on the Expiration Date and each subsequent expiration, unless the
Incumbent Board elects to cancel the agreement as of the next Expiration Date; and
WHEREAS, except as provided in Section 5(b) of this Agreement, no benefits shall be payable
under this Agreement unless the Effective Date shall occur and thereafter the Executive’s
employment is terminated; and
WHEREAS, the employment of the Executive is “at will” and, except as provided in Section 5(b)
of this Agreement, may be terminated by the Corporation without payment of any benefits hereunder
until the occurrence of a Change of Control;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is
hereby agreed by and between the Corporation and the Executive as follows:
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1. Operation of Agreement. No benefits shall be payable hereunder unless a Change of
Control (as defined in Section 2) occurs during the Change of Control Period (as defined in Section
3). For the purposes of this Agreement, the date on which such a Change of Control occurs is
referred to herein as the “Effective Date.”
2. Change of Control. For the purposes of this Agreement, a “Change of Control” shall
mean a change of control of a nature that would be required to be reported by the Corporation in
response to Item 1(a) of the Current Report on Form 8-K (or its successor Item or Form, as the case
may be), as in effect on the date hereof (or from time to time thereafter), pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without
limitation, such a “Change of Control” shall be deemed to have occurred if: (i) a third person,
including an aggregation of persons constituting a “person” as defined in Section 13(d)(3) of the
Exchange Act, becomes the beneficial owner, directly or indirectly, of 20% or more of the combined
voting power of the Corporation’s outstanding voting securities ordinarily having the right to vote
for the election of directors of the Corporation or (ii) individuals who constitute the Board of
Directors of the Corporation as of the date hereof (the “Incumbent Board”) cease for any reason to
constitute at least two-thirds thereof, provided that any person becoming a director subsequent to
the date hereof whose election, or nomination for election by the Corporation’s stockholders, was
approved by a vote of at least three-quarters of (or if less, all but one of) the directors
comprising the Incumbent Board (other than an election or nomination in connection with an actual
or threatened election contest relating to the election of directors of the Corporation, as such
terms are used in Rule 14a-12(c) of the Regulation 14A promulgated under the Exchange Act) shall
be, for purposes of this Agreement, considered as though such person were a member of the Incumbent
Board.
3. Change of Control Period. The “Change of Control Period” is the period commencing
on the date of this Agreement and ending on the earlier to occur of (i) the Expiration Date, or
(ii) the first day of the month
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coinciding with or next following the Executive’s 65th birthday.
The expiration of the Change of Control Period shall not limit the Corporation’s obligation to
provide, or the Executive’s right to collect, payments and benefits pursuant to Section 5 and
Section 10 hereof.
4. Certain Definitions.
(a) Death or Disability. The Executive’s employment shall terminate automatically
upon the Executive’s death (“Death”). The Corporation will be considered to have terminated the
Executive’s employment for Disability, if after having established the Executive’s Disability (as
defined below), the Executive receives written notice given in accordance with Section 9(b) of the
Corporation’s intention to terminate her employment. The Executive’s employment will terminate for
Disability effective on the 90th day after receipt of such notice (the “Disability Effective Date”)
if within such 90-day period after such receipt the Executive shall fail to return to full-time
performance of her duties. For purposes of this Agreement, “Disability” means a disability that,
after the expiration of more than 180 days after its commencement, is determined to be total and
permanent by a physician selected by the Corporation or its insurers and acceptable to the
Executive or her legal representative (such agreement as to acceptability not to be withheld
unreasonably).
Consistent with, and not in limitation of, the provisions of Section 6 of this
Agreement, neither a termination for, nor a determination of, Disability pursuant to this Section
4(a) shall be deemed in and of itself a termination for or determination of disability with respect
to the Executive’s eligibility to receive long-term disability benefits, continued medical, dental,
or life insurance coverage, retirement benefits, or benefits under any other plan or program
provided by the Corporation or one of its affiliated companies and for which the Executive may
qualify.
(b) Cause. The Executive’s employment will be terminated for Cause if the majority of
the Incumbent Board determines that Cause (as defined in this Agreement) exists. For purposes of
this Agreement, “Cause” means (i) an act or acts of fraud or misappropriation on the Executive’s
part that result in or are intended to result in her personal enrichment at the expense
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of the Corporation or one of its affiliated companies or (ii) conviction of a felony.
(c) Good Reason. For purposes of this Agreement, “Good Reason” means
(i) without the express written consent of the Executive, (A) the assignment to the Executive
of any duties inconsistent in any substantial respect with the Executive’s position, authority or
responsibilities as in effect during the 90-day period immediately preceding the Effective Date, or
(B) any other substantial adverse change in such position (including titles and reporting
requirements), authority or responsibilities;
(ii) any failure by the Corporation to furnish the Executive and/or, where applicable, her
family with compensation (including annual bonus) and benefits at a level equal to or exceeding
those received (on an annual basis) by the Executive from the Corporation during the 90-day period
preceding the Effective Date, including a failure by the Corporation to maintain the Corporation’s
extra compensation plan(s)(Extra Compensation Plan”) and “Officers Incentive Compensation Plan” or
any subsequent plans) (including the right to defer the receipt of payments thereunder), other than
an insubstantial and inadvertent failure remedied by the Corporation promptly after receipt of
notice thereof given by the Executive;
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(iii) the Corporation’s requiring the Executive to be based or to perform services at any
office or location other than that at which the Executive is primarily based during the 90-day
period preceding the Effective Date, except for travel reasonably required in the performance of
the Executive’s responsibilities; or
(iv) any failure by the Corporation to obtain the assumption and agreement to perform this
Agreement by a successor as contemplated by Section 8(b).
For the purposes of this Section 4(c), any good faith determination of “Good Reason” made by
the Executive shall be conclusive.
(d) [Reserved].
(e) Notice of Termination. Any termination by the Corporation for Cause or by the
Executive for Good Reason shall be communicated by Notice of Termination to the other party hereto
given in accordance with Section 9(b). Any notice of termination by the Corporation for Disability
shall be given in accordance with Section 4(a). For purposes of this Agreement, a “Notice of
Termination” means a written notice that (i) indicates the specific termination provision in this
Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such notice, specifies the
termination date (which date shall not be more than 15 days after the giving of such notice).
(f) Date of Termination. Date of Termination means the date of receipt of the Notice
of Termination or any later date specified therein as the termination date, as the case may be, or
if the Executive’s employment is terminated by the Corporation for any reason other than Cause,
Death or Disability, the date on which the Corporation notifies the Executive of such termination.
Notwithstanding any contrary provision in this Section 4(f), if the Executive’s employment
terminates due to Disability, the Date of Termination shall be the Disability Effective Date.
5. Obligations of the Corporation Upon Termination.
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(a) Good Reason, Other Than For Cause, Death or Disability on or After the Effective
Date. Regardless of whether the Change of Control Period has expired, if, within three years
after the Effective Date, (i) the Corporation shall terminate the Executive’s employment for any
reason other than for Cause, Death or Disability, or (ii) the Executive shall terminate her
employment for Good Reason:
(I) the Corporation shall pay to the Executive in a lump sum in cash within 20 days after the
Date of Termination the aggregate of the amounts determined pursuant to the following clauses (A)
and (B):
(A) if not theretofore paid, the Executive’s base salary through the Date of Termination at
the rate in effect at the time the Notice of Termination was given; and
(B) the sum of (x) the Executive’s annual base salary at the rate in effect at the time the
Notice of Termination was given, or if higher, at the highest rate in effect at any time within the
90-day period preceding the Effective Date and (y) an amount equal to the highest bonus paid or
payable to the Executive pursuant to the applicable cash incentive compensations plan(s) within
five fiscal years prior to the Effective Date, provided, however, that in no event shall the
Executive be entitled to receive under this clause (B) more than the product obtained by
multiplying the amount determined as hereinabove provided in this clause (B) by a fraction whose
numerator shall be the number of months (including fractions of a month) that at the Date of
Termination remain until the first day of the month coinciding with or next following the
Executive’s 65th birthday and whose denominator shall equal twelve (12); and
(II) until the earlier to occur of (i) the date one year following the Date of Termination, or
(ii) the first day of the first month coinciding with or next following the Executive’s 65th
birthday (the period of time from the Date of Termination until the earlier of (i) or (ii) is
hereinafter referred to as the “Unexpired Period”), the Corporation shall
continue to provide all benefits that the Executive and/or her family is or would have been
entitled to receive under all medical, dental, vision, disability, executive life, group life,
accidental death and travel accident
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insurance plans and programs of the Corporation and its
affiliated companies, in each case on a basis providing the Executive and/or her family with the
opportunity to receive benefits at least equal to those provided by the Corporation and its
affiliated companies for the Executive under such plans and programs if and as in effect at any
time during the 90-day period preceding the Effective Date.
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or
program provided by the Corporation or any of its affiliated companies and for which the Executive
may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may
have under any employment, stock option or other agreements with the Corporation or any of its
affiliated companies. Amounts that are vested benefits or that the Executive is otherwise entitled
to receive under any plan or program of the Corporation or any of its affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such plan or program.
7. Full Settlement. The payments provided for in this Agreement are in full
settlement of any claims the Executive may have against the Corporation arising out of her
termination, including, but not limited to, any claims for wrongful discharge. The Corporation’s
obligation to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including, without limitation,
any setoff, counterclaim, recoupment, defense or other right that the Corporation may have against
the Executive or others; provided, however, that the Corporation’s failure to make any such setoff
shall not constitute a waiver of any claim of the Corporation against the Executive. In no event
shall the Executive be obligated to seek other employment by way of mitigation of the amounts payable to the Executive under any of the provisions of this
Agreement. The Corporation agrees to pay, to the full extent permitted by law, all legal fees and
expenses the Executive may reasonably incur as a result of any contest (regardless of the outcome
thereof) by the Corporation or others of the validity or enforceability of, or liability
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under, any
provision of this Agreement or any guarantee of performance thereof, in each case plus interest,
compounded monthly, on the total unpaid amount determined to be payable under this Agreement, such
interest to be calculated on the basis of the prime commercial lending rate announced by Union
Planters Bank, in effect from time to time during the period of such non-payment.
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8. Successors.
(a) This Agreement is personal to the Executive and without the prior written consent of the
Corporation shall not be assignable by the Executive otherwise than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives, executors, heirs and legatees.
(b) This Agreement shall inure to the benefit of and be binding upon the Corporation and its
successors. The Corporation shall require any successor to all or substantially all of the
business and/or assets of the Corporation, whether directly or indirectly, by purchase, merger,
consolidation, acquisition of stock, or otherwise, by an agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent as the Corporation would be required to perform if no such succession
had taken place.
9. Miscellaneous.
(a) The captions of this Agreement are not part of the provisions hereof and shall have no
force or effect. This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and legal representatives.
(b) All notices and other communications hereunder shall be in writing and shall be given by
hand delivery to the other party or by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Executive:
At the address first hereinabove written.
If to the Corporation:
Xxxxxxx Fabrics, Inc.
Xxx Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Corporate Secretary
Xxx Xxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Corporate Secretary
or to such other address as either party shall have furnished to the other in writing in accordance
herewith. Notice and communications shall be effective when actually received by the addressee.
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(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
(d) The Corporation may withhold from any amounts payable under this Agreement such federal,
state or local taxes as shall be required to be withheld pursuant to any applicable law or
regulation, provided, however, that such withholding shall be consistent with the calculations made
by Accounting Firm under Section 10 of the Agreement.
(e) This Agreement contains the entire understanding with the Executive with respect to the
subject matter hereof.
(f) Whenever used in this Agreement, the masculine gender shall include the feminine or neuter
wherever necessary or appropriate and vice versa and the singular shall include the plural and vice
versa.
(g) The Executive and the Corporation acknowledge that the employment of the Executive by the
Corporation is “at will” and may be terminated by either the Executive or the Corporation at any
time and for any reason. Nothing contained in the Agreement shall affect such rights to terminate,
it being agreed, however, that nothing in this Section 9(g) shall prevent the Executive from
receiving any amounts payable pursuant to Section 5(a), or 10 of this Agreement in the event of a
termination described in such Section 5(a), or 10 on or after the Effective Date.
10. Penalty Taxes.
(a) Payment. In the event that the Accounting Firm determines that any payment or
other compensation or benefits made or provided to or for the benefit of the Executive in any way
connected with employment of the Executive by the Corporation will be subject to tax pursuant to
section 4999 of the Code or any successor provision or any counterpart provision of state tax law
(the “Penalty Taxes”), the Corporation shall pay to the Executive
within 20 days after receipt of a written demand therefor from the Executive an amount which,
after deduction of all additional Federal, state and local taxes (including, without limitation,
income taxes and additional Penalty Taxes) required to be paid by the Executive in respect of
receipt of such amount, shall be equal to the Penalty Taxes. In calculating the income taxes
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required to be paid by the Executive, the Accounting Firm shall assume that the Executive will pay
tax at the maximum marginal Federal, state and local rates and that the Executive will have no
deductions or credits available to reduce such taxes. In consideration of the payment of such
amounts, the Executive shall report and pay such taxes and promptly provide the Corporation with a
written statement that such filing and payment have occurred executed by the person or firm that
signed as income tax return preparer of the Executive’s federal income tax return, or if prepared
by the Executive, executed by the Executive.
(b) Indemnity. If the Executive shall be required to pay Penalty Taxes in addition to
those reimbursed pursuant to paragraph (a) above, or if based upon failure to receive the opinion
of Tax Counsel referred to in paragraph (d) below the Executive reports and pays greater amounts of
Penalty Taxes than are reimbursed pursuant to paragraph (a) above (any such event hereafter being
referred to as a “Loss”), the Executive shall notify the Corporation and the Corporation shall pay
to the Executive as an indemnity an amount which, after deduction of all income taxes and
additional Federal, state and local taxes (including, without limitation, income taxes and
additional Penalty Taxes) required to be paid by the Executive in respect of receipt of such amount
(assuming, for this purpose, that the Executive is subject to the maximum marginal rates of
taxation applicable to individuals at such time as such amount becomes due and that the Executive
will have no deductions or credits available to reduce such taxes), shall be equal to the sum of
(x) the Penalty Taxes resulting in the Loss and (y) the net amount of any interest, penalties or
additions to tax payable to the United States Government or any state or local government (after
allowing for the deduction
of such amounts, to the extent properly deductible, for Federal, state or local income tax
purposes) as a result of such Loss. Each payment by the Corporation hereunder shall be made within
30 days after receipt of a written demand therefor from the Executive accompanied by a written
statement describing in reasonable detail the Loss in question, the amount of additional tax,
interest, penalties or additions to tax and the calculation of the payment due in respect thereof;
provided that, if a contest of the Loss is
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being conducted pursuant to paragraph (c) below, payment
shall not be required by the Corporation until 30 days after the completion or termination of such
contest.
(c) Contest.
(1) The Executive shall notify the Corporation within 30 days of receipt from the Internal
Revenue Service of a revenue agent’s report, a 30-day letter or a notice of deficiency (as
described in Section 6212 of the Code or any successor provision) or of a similar written claim
from a state taxing authority, in which an adjustment is proposed to the federal or state taxes of
the Executive for which the Corporation would be required to indemnify the Executive hereunder. If
the Corporation (i) requests the Executive to do so within 30 days after such notice, and (ii)
furnishes the Executive an opinion of recognized tax counsel selected by the Corporation and
approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter “Tax
Counsel”) to the effect that a reasonable basis exists for contesting such proposed adjustment, the
Executive shall contest the proposed adjustment in good faith, shall keep the Corporation
reasonably informed as to the progress of such contest, and shall consider in good faith any
suggestion made by the Corporation as to the method of pursuing such contest; provided,
however, that the Executive shall not be obligated to contest such adjustment unless (i)
the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the
Executive in the event that the Internal Revenue Service or a state taxing authority prevails in
its position regarding the proposed adjustment; (ii) the Corporation shall have fully performed its
prior obligations under this Agreement; and (iii) the subject matter thereof shall not have
been previously decided pursuant to the contest provisions of this paragraph (c) with respect to
any other executive of the Corporation, unless the Corporation shall have furnished an opinion of
Tax Counsel to the Executive that more likely than not the Executive will prevail in the contest;
provided, further, that the Executive shall determine, in her sole discretion, the
nature of all action to be taken to contest such proposed adjustment, including (x) whether any
action to contest such proposed adjustment initially shall be by way of judicial or administrative
proceedings, or both,
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(y) whether any such proposed adjustment shall be contested by resisting
payment thereof or by paying the same and seeking a refund thereof, and (z) if the Executive shall
undertake judicial action with respect to such proposed adjustment, the court or other judicial
body before which such action shall be commenced. The Executive shall, if requested by the
Corporation within 30 days of an adverse determination by any court, and if Tax Counsel is of the
opinion that there is a reasonable basis for a successful appeal of the matter in question, be
obligated to appeal such adverse determination.
(2) The Executive shall not be required to take any action pursuant to this paragraph (c)
unless and until the Corporation shall have agreed in writing to indemnify the Executive in a
manner reasonably satisfactory to the Executive for any fees, expenses, statutory or regulatory
penalties, interest, additions to tax, or other similar liabilities or losses which the Executive
may incur as a result of contesting the validity of any proposed adjustment and shall have agreed
to pay (or in the Executive’s sole discretion to prepay) to the Executive on demand all costs and
expenses which the Executive may incur in connection with contesting such proposed adjustment
(including without limitation fees and disbursements of counsel). If the Executive determines to
contest any adjustment by paying the additional tax and suing for a refund, the Corporation shall
timely advance to the Executive on an interest free basis an amount equal to the sum of any tax,
interest, penalties and additions to tax which are required to be paid; provided,
however, that, if the Executive is required to include in income any amount with
respect to such loan or the imputation of interest thereon in any taxable year of the Executive
prior to final determination of the contest, then the Corporation, within 30 days of written notice
thereof by the Executive, shall pay to the Executive an amount which, after deduction of all
additional Federal, state and local taxes required to be paid by the Executive in respect of the
receipt of such amount (assuming, for this purpose, that the Executive is subject to the maximum
marginal rate of taxation applicable to individuals at such times as such amount becomes due),
shall be equal to the aggregate additional federal and state income taxes payable by
the Executive with respect to such taxable year as a result of such inclusion. Upon receipt by
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the Executive of
a refund of any amounts paid by the Executive based on any adjustment in respect of which amounts
the Executive shall have been paid or advanced an equivalent amount by the Corporation, the
Executive shall pay to the Corporation the amount of such refund (which, in the case of any contest
in which a loan has been advanced pursuant to this paragraph, shall be deemed to be in repayment of
the loan advanced by the Corporation to the extent fairly attributable thereto), but not in excess
of the amount paid or advanced by the Corporation, together with any interest received by the
Executive on such refund plus any net additional Federal, state or local tax benefits actually
realized by the Executive as the result of such payment, and reduced by the amount of any Federal,
state or local tax actually payable with respect to receipt of such refund; provided,
however, that the Executive may offset the amount of such refund and benefits against any
amount due and owing by the Corporation to the Executive pursuant to this Agreement. Upon
disallowance of any such refund, the Corporation shall forgive the amount of the advance fairly
attributable thereto and shall pay to the Executive the amount of its indemnity obligation
hereunder, including such amount as, after deduction of all taxes required to be paid by the
Executive in respect of the receipt of such amount under the laws of any Federal, state or local
government or taxing authority of the United States, shall be equal to the sum on an after-tax
basis, of any tax, interest, penalties or additions to tax payable with respect to the
forgiveness of such advance.
(3) If any adjustment referred to in this paragraph (c) shall be proposed and the Corporation
shall have requested the Executive to contest such adjustment as above provided and shall have duly
complied with the terms of this paragraph (c), the Corporation’s liability with respect to such
adjustment shall become fixed upon final determination of such adjustment; provided,
however, that if the Corporation shall not deliver the opinion of Tax Counsel provided in
this paragraph (c) to the effect that there is a reasonable basis for a contest or appeal, then the
Corporation’s obligation to pay such indemnity shall become immediately fixed.
(d) No Inconsistent Action. The Executive agrees that he will not take any action,
directly or indirectly, or file any returns or other
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documents inconsistent with the assumption
that the payments to which the indemnification of paragraph (b) applies do not result in imposition
of the tax under section 4999, and the Executive shall file such returns, take such actions,
maintain such records and execute such documents as may be reasonably requested by the Corporation;
provided, however, that the Executive’s obligations hereunder to file returns or other documents
shall apply only if the Executive receives an opinion of Tax Counsel at least 10 days prior to the
due date of the return (without regard to extensions) required to be made with respect to the
payments to which the indemnification of paragraph (b) applies that the Executive will not be
subject to the penalties described in sections 6651, 6662 or 6663 of the Code, or successor
provisions then in effect, as a result of taking such position.
(e) Disbursements. Any payments required to be made by the Corporation pursuant to
this Section 10 shall be made directly by the Corporation to the Executive. Payments made by the
Corporation or the Executive pursuant to this Agreement shall be made by wire transfer of
immediately available funds to such bank and/or account in the continental United States as
specified by the other party in written directions to such payor party, and if no such direction shall have been given, by check payable to the order of
such other party and mailed to such other party by certified mail, postage prepaid.
(f) No Setoff. No payment required to be made by the Corporation pursuant to this
Section 10 shall be subject to any right of setoff, counterclaim, defense, abatement, suspension,
deferment or reduction, and, except in accordance with the express terms hereof, the Corporation
shall have no right to terminate the Agreement or to be released, relieved or discharged from any
obligation or liability thereunder for any reason whatsoever.
(g) Late Payment, Interest. Any late payment by any party hereto of any of its
obligations under this Agreement shall bear interest to the extent permitted by applicable law, at
a fluctuating rate per annum equal to the Prime Rate as announced publicly by Union Planters Bank
from time to time plus two percentage points, for the period such interest is payable.
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(h) Accounting Firm. The Accounting Firm shall mean the Memphis, Tennessee Main
Office of PricewaterhouseCoopers, or, at the election of the Executive, the Memphis, Tennessee Main
Office of such other national or regional accounting firm as the Executive shall select subject to
the approval of the Corporation, which approval shall not unreasonably be withheld. Compensation
of the Accounting Firm with respect to its services hereunder shall be the responsibility of the
Executive.
(i) Notwithstanding the foregoing, if any provision of this Agreement would cause compensation
to be includible in the Executive’s income pursuant to Section 409A of the Internal Revenue Code,
then such provision shall be null and void and the Corporation shall amend the Agreement in such a
way as to cause substantially similar economic results without causing such inclusion; any such
amendment shall be binding on Executive.
IN WITNESS WHEREOF, the Executive has hereunto set her hand and, pursuant to the authorization
of its Board of Directors, the Corporation has caused these presents to be executed in its name on
its behalf, and its corporate seal to be hereunto affixed, all as of the day and year first above
written.
| Executive | ||||||
| XXXXXXX FABRICS, INC. | ||||||
| By | ||||||
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