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EXHIBIT 10.57
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
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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
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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
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Title: Vice President and Secretary
EMPLOYEE
/s/ XXXXXXXX X. XXXXX, XX.
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XXXXXXXX X. XXXXX, XX.
