(Exhibit 10)
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT ("Agreement") effective the 31st day of
October, 2003 (the "Effective Date"), by and between UNIFI, INC., a New York
corporation (hereinafter referred to as "UNIFI" or the "Company"), and XXXXXX X.
XXXXX, III (hereinafter referred to as "EMPLOYEE");
W I T N E S S E T H:
WHEREAS, EMPLOYEE has been employed by UNIFI; and
WHEREAS, the Company and EMPLOYEE have determined that the EMPLOYEE'S
employment with the Company will be terminated on the Effective Date under the
terms of this Agreement; and
WHEREAS, under the terms set forth in this Agreement, EMPLOYEE and
UNIFI agree to settle any and all claims, obligations and/or causes of action
that one may have against the other arising from EMPLOYEE'S employment with the
Company; and
WHEREAS, EMPLOYEE HEREBY ACKNOWLEDGES THAT HE WAS UNDER NO OBLIGATION
WHATSOEVER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND THAT PRIOR TO EXECUTING
THIS AGREEMENT HE WAS GIVEN THE OPPORTUNITY TO REQUEST A COPY OF THIS AGREEMENT
AND DELAY HIS DECISION WHETHER OR NOT TO ACCEPT THE TERMS OF THIS AGREEMENT FOR
UP TO FORTY-FIVE (45) DAYS FOR ANY REASON, INCLUDING TO CONFER WITH ANY LAWYER
OR OTHER ADVISOR HE MAY WISH TO CONSULT; and
WHEREAS, EMPLOYEE also acknowledges that he has received a document
identifying the job title and age of each employee in his decisional unit, and
whether or not each employee was selected for termination.
NOW, THEREFORE, in consideration of these premises and mutual
agreements herein contained, and intending to be legally bound hereby, the
Parties agree as follows:
SECTION 1. CONSIDERATION - UNIFI agrees to pay EMPLOYEE the sum of Seven
Hundred Forty Thousand Sixteen Dollars and 00/100 ($740,016.00) as
severance due to termination of his employment with Unifi (the
"Severance Payment"). The Promissory Note Balance of $70,344.02 as
set forth in Section 8A below plus an additional $31,654.81 in
United States and North Carolina withholding taxes on the Promissory
Note Balance (i.e. $70,344.02 x .45) shall be deducted from the
Severance Payment to get the resulting balance of severance due to
EMPLOYEE of Six Hundred Thirty-eight Thousand seventeen Dollars and
17/100 ($638,017.17) (the "Resulting Severance Payment"). The
Resulting Severance
Payment shall be paid to EMPLOYEE in twenty (20) equal monthly
installments of Thirty Thousand Eight Hundred Thirty-Four Dollars
and 00/100 ($30,834.00) beginning on the regular payroll date for
salaried employees of UNIFI in November 2003 and continuing until
June 2005 and one final monthly installment of Twenty-one Thousand
Three Hundred Thirty-seven Dollars and 17/100 ($21,337.17) on the
regular payroll date for salaried employees of UNIFI in July 2005
(the "Monthly Payments"). Each such Monthly Payment will be subject
to all applicable federal and state taxes. The parties agree that
the Company has no prior legal obligation to make the Severance
Payment or to provide any of the other benefits set forth in this
Agreement to the EMPLOYEE.
SECTION 2. RESIGNATION FROM COMPANY - On the Effective Date, EMPLOYEE shall
execute a written Resignation in the form of Exhibit "A" attached
hereto resigning as an employee of the Company.
SECTION 3A. MEDICAL AND DENTAL INSURANCE - UNIFI will continue to provide
EMPLOYEE medical and dental coverage similar to the medical and
dental coverages at that time being provided to regular employees
covered by the terms of the Unifi, Inc. Employee Welfare Benefit
Plan then in effect (the "Medical Plan"), until the earlier of the
last day of the month in which EMPLOYEE attains the age of 65 years
or until such time as EMPLOYEE has began new employment, including
gainful self-employment (as determined by Unifi in its sole
discretion). EMPLOYEE shall be eligible to receive such medical and
dental benefits in order that he may obtain coverage for himself and
his dependents, as the term "dependent" is defined in the medical
plan, so that the following shall apply to coverage of EMPLOYEE and
his dependents.
(A) As a condition of coverage of EMPLOYEE, he must pay for each
month of coverage an amount equal to the premium paid for such month
by an active employee for coverage under the Medical Plan. During
the time when Monthly Payments, if any, are being made, such
premiums shall be paid by deductions from such installments unless
UNIFI in its sole discretion determines otherwise. Thereafter, such
premiums shall be due on the first day of the month to which they
apply, and the medical and dental coverage shall be terminated
unless such premiums are received when due, without any grace
period.
(B) As a condition of coverage of a Dependent, EMPLOYEE must pay for
each month of coverage an amount equal to the premium paid for such
month by any active employee for coverage of a Dependent under the
Medical Plan. During the time when Monthly Payments, if any, are
being made, such premiums shall be paid by deductions from such
installments unless UNIFI in its sole discretion determines
otherwise. Thereafter, such premiums shall be due on the first day
of the month to which they apply, and the medical and dental
coverage shall be terminated unless such premiums are received when
due, without any grace period.
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(C) The terms of medical and dental coverage for EMPLOYEE and his
Dependents at any given time shall be the terms applicable to active
employees and their Dependents at such time. It is explicitly
understood and agreed that any amendments to or alteration of the
Medical Plan (including any amendment terminating the Medical Plan)
may be applicable to EMPLOYEE and his Dependents without regard to
whether the amendment or alteration was adopted or made before or
after the Effective Date, and/or the date EMPLOYEE entered into this
Agreement and/or chose not to revoke this Agreement. It is
explicitly understood and agreed that a Dependent will lose medical
and dental coverage on the earlier of the last day of the month in
which EMPLOYEE attains the age of 65 years or until such time as
EMPLOYEE has began new employment, including gainful self-employment
(as determined by Unifi in its sole discretion). It is explicitly
understood and agreed that no benefits under the Employee Welfare
Plan will be provided (including, without limitation, benefits under
the portions of the Welfare Benefit Plan that provide benefits in
the event of disability, life insurance coverage, and accidental
death and dismemberment coverage) except as specifically provided
herein.
SECTION 3B. COBRA, ETC. - It is understood that this Agreement does not
waive or abrogate EMPLOYEE'S entitlement to health insurance
benefits under COBRA or to vested retirement funds in UNIFI'S
retirement plans. Any retirement benefits to which EMPLOYEE is
entitled shall be governed by the terms of such retirement plans.
SECTION 4. OTHER BENEFITS AND AGREEMENTS -
a. UNIFI agrees to provide and pay for all reasonable
outplacement services of EMPLOYEE until the sooner of
October 31, 2004 or until such time as EMPLOYEE has
obtained new employment.
b. EMPLOYEE agrees that except as specifically set forth in
this Agreement no other provision is granted for
continued vacation pay, automobile allowance, education
renewal, tuition reimbursement, mobile telephone service
or other benefits of any nature, type or kind after the
Effective Date, and that he will return to UNIFI or any
subsidiary or affiliate of UNIFI all company property,
documents, notes, software, programs, data and any other
materials (including any copies thereof) in his
possession. EMPLOYEE does hereby consent and agree that
he shall have no other right, claim, demand or interest
of any nature, type or kind or commence any type of
legal action (including administrative charges or
lawsuits) against UNIFI, its subsidiaries or affiliates,
and any of their officers, directors, shareholders,
representatives, counsel, or agents.
SECTION 5. TAXES - EMPLOYEE will be responsible for any federal, state or
local taxes which may be owed by him by virtue of the receipt of any
portion of the consideration herein provided.
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SECTION 6. UNVESTED RESTRICTED STOCK AWARDS -EMPLOYEE under the 1999 Unifi,
Inc. Long-Term Incentive Plan was awarded on October 21, 1999 5,000
shares of Unifi, Inc. restricted stock and executed a Restricted
Stock Agreement in connection with said award ("Restricted
Agreement"). The Committee, in exercising its authority under the
Plan and contingent on EMPLOYEE fulfilling all his obligations under
the term of this Agreement, hereby modifies the Restricted Agreement
to provide that the 1,000 unvested shares of restricted stock
awarded to EMPLOYEE shall be fully vested as of the Effective Date.
All other terms and conditions of the Restricted Agreements shall
remain in full force and effect as written. This provision of the
Agreement shall be null and void and said 1,000 unvested shares of
restricted stock shall lapse under the terms of the Restricted
Agreement if EMPLOYEE, in the sole and absolute discretion of UNIFI,
does not meet all of his obligations under the term of this
Agreement in a timely manner.
SECTION 7. STOCK OPTIONS - EMPLOYEE was granted stock options under Unifi,
Inc.'s 1992 Incentive Stock Option Plan, 1996 Non-Qualified Stock
Option Plan, 1996 Incentive Stock Option Plan, 1997 Non-Qualified
Stock Option Plan, and 1999 Long-term Incentive Plan. EMPLOYEE has
290,212 stock options outstanding under the above-referenced stock
option plans of which 206,965 are currently vested. It is hereby
agreed that as long as EMPLOYEE has not breached the terms of this
Agreement, that the termination date for all previously vested
outstanding stock options of the EMPLOYEE under all appropriate
stock option agreements between the Company and the EMPLOYEE shall
be modified and amended to mean October 31, 2005, and EMPLOYEE shall
have until that date to exercise all such previously vested
unexercised options. It is further agreed that at such time as
EMPLOYEE has paid all amounts due and owing to the Company hereunder
(including those amounts due to the Company under Section 8 hereof)
any currently outstanding unvested options shall vest and shall be
exercisable by EMPLOYEE until October 31, 2005. If EMPLOYEE shall
breach any of the provisions of this Agreement, all such stock
options (whether currently vested or unvested) shall immediately
terminate and EMPLOYEE will not be entitled to exercise any of his
stock options. The terms of the aforementioned stock option
agreements shall hereafter be deemed modified and amended to give
effect to this Section 7 and all such stock options shall be deemed
and treated as non-qualified stock options. All other terms of said
stock option agreements shall continue in full force and effect as
previously agreed to.
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SECTION 8. OTHER AGREEMENTS -
A. PROMISSORY NOTES - EMPLOYEE previously executed
Promissory Notes dated October 21, 1999 in the principal
amount of $25,171.88 and December 31, 2000 in the
principal amount of $41,851.35 to UNIFI. The total
amount due on said promissory notes of $70,344.02 (the
"Promissory Note Balance") ($25,171.88 principal and
$1,274.68 accrued interest from January 1 to October 31,
2003 on the October 21, 1999 promissory note +
$41,851.35 principal and $2,046.11 accrued interest from
January 1 to October 31, 2003 on the December 31, 2000
promissory note) shall be deducted from the Severance
Payment as set forth in Section 1 hereof.
B. COLLATERAL ASSIGNMENT SPLIT DOLLAR LIFE INSURANCE
AGREEMENT EFFECTIVE JANUARY 1, 2000 (the "Collateral
Agreement", the terms of which are incorporated herein
by reference) - On or before December 31, 2003, EMPLOYEE
will:
i. Pay UNIFI an amount, as determined by Unifi
in its sole discretion, equal to the
short-fall in the cash surrender value of
the Phoenix Policy (Phoenix Home Life Mutual
Insurance Company policy #2764545) (the
"Short-fall Payment", being the amount due
UNIFI by the EMPLOYEE pursuant to the terms
of the Collateral Assignment, the terms of
which are incorporated herein by reference)
and pursuant to Section 4.2 of the
Collateral Agreement, assign to UNIFI all of
his interest in the Policy. EMPLOYEE will
execute such other and further documentation
as requested by UNIFI (in UNIFI'S sole
discretion) as is necessary to transfer any
and all interests of EMPLOYEE in the Policy
to UNIFI; or
ii. Pay or cause his new Employer to pay to
UNIFI an amount equal to the total aggregate
premiums paid by UNIFI on the Phoenix
Policy. After receipt of such reimbursement
of total aggregate premiums by UNIFI, UNIFI
shall assign all of its interests in the
Policy and the Split Dollar Agreement to
such new employer of EMPLOYEE.
Should EMPLOYEE notify UNIFI on or before December 10, 2003, that he
will be obligated to pay UNIFI the Short-fall Payment, UNIFI shall
pay to EMPLOYEE as an additional severance payment on the regular
payroll date for salaried employees of Unifi in December 2003, an
amount equal to the Short-fall Payment as provided in subsection
8.b. above. Such additional severance payment will be grossed up for
all applicable federal and state withholding taxes, as determined by
UNIFI in its sole discretion, such that the net additional proceeds
shall equal the Short-fall Payment.
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C. SPLIT DOLLAR LIFE INSURANCE AGREEMENT EMPLOYEE-OWNER
DATED AUGUST 24, 1995 (the "Split Dollar Agreement", the
terms of which are incorporated herein by reference) -
On or before December 31, 2003, EMPLOYEE will:
i. Pay or cause his new Employer to pay to
UNIFI an amount equal to the total aggregate
premiums paid by UNIFI on Massachusetts
Mutual Life Insurance Company Policy
6,148,570 (the "Mass Mutual Policy"). After
receipt of such reimbursement of total
aggregate premiums by UNIFI, UNIFI shall
assign all of its interests in the Mass
Mutual Policy and the Split Dollar Agreement
to the EMPLOYEE or such new employer of
EMPLOYEE; or
ii. Notify Unifi that he is not going to repay
the total aggregate premiums paid by UNIFI
on said Mass Mutual Policy, but, instead
assign to UNIFI all of his interest in such
policy. EMPLOYEE will execute such other and
further documentation as requested by UNIFI
(in UNIFI'S sole discretion) as is necessary
to transfer any and all interests of
EMPLOYEE in the Mass Mutual Policy to UNIFI.
E. COOPERATION - EMPLOYEE agrees to fully cooperate with
and assist UNIFI in transitioning his work assignments
to others in the Company and understands that he may be
needed by the Company as a witness in certain
arbitration and/or litigation matters that the Company
is or may in the future be involved in that involve
matters of which he participated in while in the
employment of the Company, including but not limited to
arbitration(s) proceedings with X.X. Xxxxxx de Nemours &
Co., Invista or their successors in interest, and the
EMPLOYEE agrees that he will provide reasonable
assistance to the Company in such
arbitrations/litigations and testify for the Company as
reasonably requested by the Company.
SECTION 9. DISCLOSURE OF CONFIDENTIAL INFORMATION - EMPLOYEE agrees that:
(A) For a period of five (5) years from the date of this Agreement,
he will not disclose or make available to any person or other entity
any trade secrets, confidential information, as hereinafter defined,
or "know-how" relating to UNIFI'S, its affiliates' and
subsidiaries', businesses without written authority from UNIFI'S
General Counsel, unless he is compelled to disclose it by judicial
process.
CONFIDENTIAL INFORMATION - shall mean all information
about UNIFI, its affiliates or subsidiaries, or relating to any of
their products or any phase of their operations, not generally known
to their competitors or which is not public information, which
EMPLOYEE knows or acquired knowledge of during the term of his
employment.
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(B) DOCUMENTS - under no circumstances shall EMPLOYEE remove from
UNIFI'S offices any of UNIFI'S books, records, documents, files,
computer discs or information, reports, presentations, customer
lists, or any copies of such documents without UNIFI'S written
consent, nor shall he make any copies of UNIFI'S books, records,
documents, or customer lists for use outside of UNIFI, except as
specifically authorized in writing by UNIFI'S General Counsel.
SECTION 10. NON-COMPETE -
(A) EMPLOYEE agrees that for a period of two (2) years from the
Effective Date he will not, in a capacity which actually competes
with UNIFI, seek employment or consulting arrangements with or offer
advice, suggestions, or input to any company, entity or person,
which may be construed to be UNIFI'S competitor, and
(B) EMPLOYEE agrees that he will not directly or indirectly, for a
period of two (2) years from the Effective Date, own any interest
in, other than ownership of less than two percent (2%) of any class
of stock of a publicly held corporation, manage, operate, control,
be employed by, render advisory services to, act as a consultant to,
participate in, assess or be connected with any competitor, as
hereinafter defined, in a capacity which actually competes with
Unifi, unless approved by the General Counsel of UNIFI.
COMPETITOR - shall mean any company (incorporated or
unincorporated), entity or person engaged, with respect to
EMPLOYEE'S employment, in the business of developing, producing, or
distributing a product similar to any product produced by UNIFI, its
affiliates or subsidiaries, prior to the Effective Date. The parties
hereby mutually acknowledge and agree that the nonwovens business is
not included in the above definition.
SECTION 11. BREACH - EMPLOYEE understands and agrees that UNIFI'S obligation
to perform under this Agreement is conditioned upon EMPLOYEE'S
covenants and promises to UNIFI as set forth herein. In the event
EMPLOYEE breaches any such covenants and promises, or causes any
such covenants or promises to be breached, UNIFI in its sole and
absolute discretion shall have the option to terminate its
performance of its obligations under this Agreement, and UNIFI shall
have no further liability or obligation to EMPLOYEE. EMPLOYEE
acknowledges that compliance with Sections 9 and 10 of this
Agreement is necessary to protect UNIFI'S businesses and goodwill; a
breach of said paragraph will do irreparable and continual damage to
UNIFI and an award of monetary damages would not be adequate to
remedy such harm; therefore, in the event he breaches or threatens
to breach this Agreement, UNIFI shall be entitled to both a
preliminary and permanent injunction in order to prevent the
continuation of such harm. Nothing in this Agreement however, shall
prohibit UNIFI from also pursuing any other remedies.
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SECTION 12. RELEASES AND WAIVERS OF EACH PARTY - The parties hereto agree as
follows:
(A) EMPLOYEE hereby fully, completely and unconditionally
releases and forever discharges any and all claims,
rights, demands, actions, obligations, liabilities, and
causes of action of any and every kind, which he or his
heirs, personal representatives or assigns ever had, or
now have, or hereafter may have (based on events
transpiring on or before the Effective Date) against
UNIFI, its subsidiaries and affiliates and their
respective officers, directors, shareholders,
representatives, counsel and agents, in each case past
or present, of whatsoever kind and nature, in law,
equity or otherwise, arising out of or in any way
connected with his employment, association or other
involvement or any type, nature and kind with UNIFI.
THIS RELEASE AND WAIVER INCLUDES BUT IS NOT LIMITED TO
CLAIMS ARISING UNDER FEDERAL, STATE OR LOCAL LAWS
PROHIBITING EMPLOYMENT DISCRIMINATION (INCLUDING THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE CIVIL
RIGHTS ACT OF 1964, AND THE AMERICAN WITH DISABILITIES
ACT) OR CLAIMS GROWING OUT OF ANY LEGAL RESTRICTIONS ON
THE COMPANY'S RIGHTS TO TERMINATE ITS EMPLOYEES.
(B) UNIFI hereby fully, completely and unconditionally
releases and forever discharges any and all claims,
rights, demands, actions, obligations, liabilities, and
causes of action of any and every kind, which it, its
successors or assigns ever had, or now have, or
hereafter may have (based on events transpiring on or
before the Effective Date) against EMPLOYEE, his heirs,
personal representatives or assigns, in each case past
or present, of whatsoever kind and nature, in law,
equity or otherwise, arising out of or in any way
connected with his employment, association or other
involvement with UNIFI.
(C) EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY
UNDERSTANDS THE PROVISIONS OF THIS AGREEMENT, HAS HAD
SUFFICIENT TIME TO EVALUATE THE TERMS OF THIS AGREEMENT,
HAS BEEN ADVISED TO CONSULT WITH COUNSEL BEFORE SIGNING
THIS AGREEMENT, AND FREELY AND WITHOUT RESERVATIONS
ENTERS INTO THIS AGREEMENT AND THE WAIVERS AND RELEASES
CONTAINED HEREIN. EMPLOYEE hereby further acknowledges
that in making this Agreement and Release that he
understands that he is relying upon his own judgment,
belief and knowledge of the extent and nature of said
claims and payments or that of his own advisors and
expressly acknowledges and confirms that he has not been
influenced to any extent whatsoever in making this
Agreement and Release by any representations or
statements regarding any payments, claims or conditions
or regarding any other matters as made by any other
person connected with or represented by any of the
Parties of this Agreement.
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(D) The Parties hereto agree that this is a compromised
settlement of a doubtful and disputed claim or right to
act and the payment of the funds herein and the
performance of this Agreement shall not be construed as
an admission of liability or responsibility on the part
of any of the Parties hereto other than expressly
provided for herein. This Agreement shall be deemed to
be strictly confidential by and between these Parties
and by express agreement and understanding this
Agreement shall not be deemed, referenced, cited or
referred to by the Parties hereto or any other third
parties relating to EMPLOYEE'S employment with UNIFI,
nor shall this Agreement be used as evidence in any
litigation between and among the Parties to this
Agreement (or any other third parties) except to
establish only between the Parties to this Agreement
specifically the terms and conditions set forth therein.
Further, the Parties hereby covenant and agree that upon
the execution of this document and prior thereto that
they have not nor will they in the future discuss with
anyone the terms and conditions of this Agreement or
anything pertaining to the terms and conditions of this
Agreement, the negotiation of the terms and conditions
of this Agreement, the settlement terms and conditions
of this Agreement or the details of this Agreement,
except as required by court order or with the written
consent of all parties to this Agreement. Further, all
Parties hereto agree that upon receipt of a subpoena or
any formal legal request for information covered by or
contained in this Agreement that they will as soon as
practical notify one another in writing of such pending
request to the persons at the addresses set forth herein
and that the terms of this Agreement shall remain
confidential and shall only be disclosed by any Party
hereto as that Party is ordered to do so by a court of
competent jurisdiction, or as required for the
preparation of any state or federal tax return.
SECTION 13. WAIVER OF RIGHTS - If, in one or more instances, either Party
fails to insist that the other Party perform any of the terms of
this Agreement, such failure shall not be construed as a waiver by
such Party of any past, present, or future right granted under this
Agreement, and the obligations of both Parties under this Agreement
shall continue in full force and effect.
SECTION 14. SURVIVAL - Except for a termination of this Agreement by
EMPLOYEE within seven days of the execution of this Agreement as set
forth in Section 22 of this Agreement, the obligations contained in
this Agreement shall survive the termination of this Agreement.
Additionally, the EMPLOYEE acknowledges that the restrictions and
covenants contained in paragraphs 9 and 10 are reasonable and
necessary to protect the legitimate business interests of the
Company and will not impose an economic hardship on the EMPLOYEE. If
any provision of this Agreement is held to be in any respect
illegal, invalid or unenforceable under present or future law, such
provisions shall be fully severable and this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable
provisions had never comprised a part hereof, and the remaining
provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision
or by its severance here from. Furthermore, in lieu of such illegal,
invalid or unenforceable provision, the same shall be reformed and
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modified automatically to be as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be legal,
valid and enforceable. In addition, the termination of this
Agreement shall not affect any of the rights or obligations of
either party arising prior to, or at the time of, the termination of
this Agreement, or which may arise by any event causing the
termination of this Agreement.
SECTION 15. NOTICES - Any notice required or permitted to be given under
this Agreement shall be sufficient, if in writing and if sent by
registered or certified mail, postage prepaid, or telecopier to:
EMPLOYEE
0000 Xxxxx Xxxx Xxxx
Xxxxxxxxxx, XX 00000
and to:
UNIFI
Attn: Xxxxxxx X. XxXxx
0000 X. Xxxxxxxx Xxxxxx (27410)
X.X. Xxx 00000
Xxxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000
SECTION 16. ASSIGNMENT - The rights and obligations of UNIFI under this
Agreement shall inure to the benefit of and be binding upon its
successors and assigns. The rights and obligations of EMPLOYEE under
this Agreement shall inure to the benefit of and be binding upon his
heirs, personal representative, successors and assigns. This
Agreement may not be assigned or otherwise transferred voluntarily
or involuntarily by EMPLOYEE.
SECTION 17. ARBITRATION - In the event of any differences of opinion or
disputes, between EMPLOYEE and UNIFI, with respect to the
construction or interpretation of this Agreement or the alleged
breach thereof, which cannot be settled amicably by agreement of the
Parties, such disputes shall be submitted to and determined by
arbitration by a single arbitrator in the City of Greensboro, North
Carolina, in accordance with the rules of the American Arbitration
Association and judgment upon the award shall be final, binding and
conclusive upon the Parties and may be entered in the highest court,
state or federal, having jurisdiction.
SECTION 18. APPLICABLE LAW - This Agreement shall be interpreted and
construed under the laws of North Carolina.
SECTION 19. ENTIRE AGREEMENT - This Agreement contains the entire agreement
of the Parties and supersedes all prior agreements and
understandings, oral or written, if any, relating to the EMPLOYEE'S
employment and termination of employment with
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the Company, except that any Confidentiality Agreements that were
previously executed by EMPLOYEE before or during the term of his
employment with UNIFI remain in full force and effect. If there are
any conflicts in the terms of this Agreement and such other
Confidentiality Agreements, the terms of this Agreement shall
control. This Agreement 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.
SECTION 20. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for all
purposes and all of which shall be deemed collectively to be one
agreement, but in making proof hereof it shall be necessary to
exhibit only one such counterpart.
SECTION 21. CONTINUING OBLIGATIONS. EMPLOYEE hereby agrees that he will
execute from time to time after the Effective Date any and all such
documents, agreements, instruments, certifications, consents,
statements, waivers, and/or releases as UNIFI shall request as is
necessary to implement and institute the intents and purposes of
this Agreement. Additionally, EMPLOYEE acknowledges and agrees that
UNIFI shall have the right to set off any obligations owed by
EMPLOYEE to UNIFI against the Severance Payment and/or Monthly
Payments and other benefits granted to EMPLOYEE by UNIFI under the
terms of this Agreement.
SECTION 22. EMPLOYEE'S RIGHT TO REVOKE - NOTWITHSTANDING OTHER PROVISIONS
HEREIN TO THE CONTRARY, EMPLOYEE HAS THE RIGHT TO REVOKE THIS
AGREEMENT AND ACCEPTANCE OF SEVERANCE PAY PROVIDED HEREIN WITHIN
SEVEN (7) DAYS FROM THE DATE EMPLOYEE EXECUTES THIS AGREEMENT. TO
EXERCISE THIS RIGHT TO REVOKE, EMPLOYEE MUST NOTIFY THE COMPANY IN
WRITING OF HIS DECISION TO REVOKE AS SET FORTH IN SECTION 15 OF THIS
AGREEMENT.
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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.
EMPLOYEE:
(Seal)
------------------------------
XXXXXX X. XXXXX, III
UNIFI, INC.
BY:
--------------------------------
XXXXXXX X. XXXXX
Vice President
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EXHIBIT "A"
RESIGNATION
Pursuant to the terms of an Agreement effective October 31, 2003, by
and between UNIFI, INC. (the "Company") (the terms of which Agreement are
incorporated herein by reference) and XXXXXX X. XXXXX, III ("EMPLOYEE"),
EMPLOYEE does hereby resign as an employee, officer, director, manager or from
any other positions of the Company and/or any of its subsidiaries or affiliates.
This resignation is effective the 31st day of October 2003.
(SEAL)
---------------------
XXXXXX X. XXXXX, III
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