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EXHIBIT 10.3
April 17, 2001
Xx. Xxxxxx Xxxxx Sears
000 Xxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Dear Xxxxx:
This letter sets forth and confirms our agreement for your employment
as Senior Vice President and Chief Financial Officer of WestPoint Xxxxxxx Inc.
Your base annual compensation would be $320,000, and you would be,
together with Xxxx Xxxxxxxx and me, a participant in the Company's Senior
Management Incentive Plan at the level of I-A under which you would be entitled
to an annual bonus up to 120% of your base compensation. In addition, you would
be a participant in the Company's Key Employee Stock Bonus Plan under which
annual grants of restricted stock are made to key employees equivalent to 80% of
base compensation. These restricted shares vest over a ten-year period.
You would also immediately receive a grant of 100,000 stock options at
the current market price. These options would be exercisable over a five-year
period.
You would also be entitled to participate in the Company's Pension Plan
and Supplemental Retirement Plan. All of these programs are described in the
Company's current proxy statement.
In lieu of an employment agreement, the Company would agree with you
that upon termination of employment by the Company for any reason within the
next three years, or if you chose to leave for good reason, the Company would
immediately pay to you an amount equal to your annual cash compensation. In
addition, all outstanding unvested awards under the Company's Key Employee Stock
Bonus Plan would immediately vest and become nonforfeitable, and any outstanding
stock options would immediately become vested and exercisable. The agreement in
this paragraph with respect to termination will automatically renew annually for
one-year terms after the initial three years. Good reason, for purposes hereof,
means change of control of the Company (sale of over 50% of stock to a third
party or liquidation of substantially all assets to a third party), a reduction
in compensation or benefits, or a substantial reduction in duties or
responsibilities.
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The Company would also guarantee to you for the year 2001, a cash bonus
of no less than 25% of your base compensation or $80,000, regardless of the
results of the Company's operations for this year.
The Company would provide you with an automobile and associated
expenses related to its operation, full relocation expenses for you and your
family, medical, dental, disability, insurance and other welfare and fringe
benefits generally available to WestPoint employees including without
limitation, four weeks of paid vacation annually.
We believe that the future for WestPoint Xxxxxxx Inc. is extremely
bright, and I am confident that you can play an important role in our future
success. Both Xxxx Xxxxxxxx and I look forward to the opportunity to work
closely with you. If you have any questions concerning your employment or
WestPoint Xxxxxxx, please do not hesitate to call either Chip or me.
Sincerely,
/s/ Xxxxxxxx X. Xxxxx, Xx.
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Xxxxxxxx X. Xxxxx, Xx.
HTGjr:rj
cc: Xxxx Xxxxxxxx
Xxxxx Xxxxxx
Accepted and agreed:
/s/ X. Xxxxx Sears
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X. Xxxxx Sears
