EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this 17 day of January, 1996
by and among XXXXX XXXXXXX (the "Employee"), and RASCHEL FASHION INTERKNITTING,
LTD. ("RFI"), XXXXXXX LACES, LTD. ("HLL") and CURTAINS AND FABRICS, INC.
("CFI"), each a New York corporation (RFI, HLL and CFI referred to singularly as
a "Company" and collectively as the "Companies").
WITNESSETH:
WHEREAS, the Employee has heretofore served as the President and Chief
Executive Officer of each of the Companies; and
WHEREAS, as of the date hereof, Xxxxxxxx Xxxxx, Inc., a Delaware
corporation ("Guilford"), has purchased from the Employee
all of the issued and outstanding capital stock of each of the Companies
pursuant to the terms of a Stock Purchase Agreement, dated as of January 12,
1996, by and between the Employee and Guilford (the "Stock Purchase Agreement");
and
WHEREAS, Guilford desires to have the Employee continue serving as
President and Chief Executive Officer of the Companies, and the Employee desires
to continue serving in such capacities, upon the terms and conditions
hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment and Term.
(a) The Companies hereby employ the Employee, and the Employee
hereby accepts employment by the Companies, in the capacities and on the terms
and subject to the conditions set forth herein, for the period commencing on the
date hereof and ending on December 31, 2000, unless terminated earlier as
provided herein (the "Employment Period"). During the Employment Period the
Employee shall serve as President and Chief Executive Officer of the Companies
and in such capacities have charge over the conduct of the business and affairs
of the Companies, and have such other responsibilities, duties and authority as
are customarily associated with such positions, except that without the consent
of the Board of Directors of the relevant Company (each referred to as a "Board"
and collectively as the "Boards"), or its designee, the Employee shall not:
(i) Make any material change in the nature or
operation of the business of the Companies;
(ii) Cause or authorize any Company to borrow any
money, enter into any agreement for the borrowing of money, or to grant, or
agree to grant, any security interest in the assets of any Company;
(iii) Cause any Company to sell, lease or otherwise
transfer any of its assets, to incur any obligation or liability (absolute,
accrued, contingent or otherwise) or to enter into any transaction, except (x)
in the ordinary course of business of such Company and consistent with past
practices or (y) consistent with the Business Plans, as defined herein;
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(iv) Cause any Company to make a loan or advance or
to acquire the stock, securities, assets or obligations of any person, except
(x) in the ordinary course of business of such Company and consistent with past
practices or (y) consistent with the Business Plans;
(v) Cause any Company to alter or revise any of its
accounting principles, procedures, methods or practices;
(vi) Cause any Company to pay or prepay any long
term debt or obligation, except in the ordinary course of business of such
Company and consistent with past practice or as required pursuant to the terms
thereof;
(vii) Cause or authorize any Company to enter into
any agreement with, or commitment to, himself (including, without limitation,
any amendment or modification of this Agreement), or any Related Person, as
defined herein. The term "Related Person" shall mean (A) a Near Relative, as
defined herein, (B) a trust for the benefit of the Employee, or a Near Relative
or (C) any corporation, partnership, joint venture, or other entity or
enterprise owned or controlled by any combination of the Employee, or any Near
Relative. The term "Near Relative" shall mean a spouse, child, grandchild,
sibling, parent, grandparent, uncle, aunt, niece, nephew, or first cousin of the
Employee or the spouse of any of the foregoing;
(viii) Cause any Company to commence any litigation
or arbitration proceeding or settle any dispute of a material nature; or
(ix) Cause any Company to take or implement any
Environmental Measures, as such term is defined in the Stock Purchase Agreement;
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provided, however, that nothing contained in this
Agreement shall be construed to prevent the Board of any Company from taking or
authorizing any action which would limit the authority and control of the
Employee over the operations of any Company, if the Board deems the taking or
authorization of such action is necessary or appropriate in order for the Board
to satisfy its fiduciary obligations under applicable law.
(b) In addition to the foregoing, the Employee shall:
(i) Be required to prepare a combined annual
business plan for the Companies (including capital, operating and development
budgets) (the "Business Plans") on an annual basis for review and approval by
the Boards or their respective designee, the grant of such approval to be in
their discretion; and
(ii) Not cause or authorize any Company to enter
into any agreement or commitment which will have the effect of causing any
Company to exceed, as to nature (i.e., capital, operating or development items,
either individually or in the aggregate), amount or duration, the applicable
limitations contained in the then current Business Plan for any Company, unless
such transaction has been approved by the Board of such Company or its designee,
provided, however, that in any event the Employee shall not cause or authorize
any Company to make any capital expenditure in an amount individually in excess
of $100,000 or in the aggregate in excess of $500,000 during any fiscal year,
even if such expenditure is provided for in such Company's Business Plan,
without the consent of the Board of such Company or its designee.
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(c) While the performance of the Employee's duties may require
the Employee to travel, nothing herein shall require the Employee to maintain
his principal office outside of Cobleskill, New York. The Employee further
agrees to serve the Companies faithfully and to the best of his ability in the
capacities of President and Chief Executive Officer, devoting all of his
business time, attention, knowledge, energy and skills to the performance and
discharge of his duties and responsibilities and agrees not to engage in any
other business activity whatsoever during the Employment Period, except pursuant
to the terms of the Consulting Agreement, dated the date hereof, between the
Employee and Guilford (the "Consulting Agreement"). The Employee shall be
entitled to take paid vacation periods during the Employment Period in
accordance with the then current policy applicable to executive employees of
Guilford.
2. Compensation. In consideration for the Employee's execution and
delivery of this Agreement and his performance of the services to be rendered
hereunder, the Companies (as a group) agree to pay to the Employee a salary
during the Employment Period at the rate of Three Hundred and Five Thousand
Dollars ($305,000.00) per annum (the "Base Salary"), payable in equal weekly
installments of Two Thousand Three Hundred and Seven Dollars and 69/100
($2,307.69), with the balance payable, at any time prior to December 31 of each
year at the election of the Employee, in a single installment of One Hundred
Eighty Five Thousand Dollars and 12/100 ($185,000.12), in each case subject to
withholding for Federal, state and local income taxes, FICA, FUTA and other
legally required withholding taxes and contributions.
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3. Termination.
(a) Death. In the event of the death of the Employee during
the Employment Period, this Agreement shall automatically terminate and the
Companies shall have no further obligations hereunder, except to pay the
Employee's beneficiary or legal representative any amounts or provide any
benefits to which the Employee may otherwise have been entitled prorated to the
date of death.
(b) Disability. In the event of the Disability, as defined
herein, of the Employee during the Employment Period, the Companies shall have
the right, upon written notice to the Employee, to terminate the Employee's
employment hereunder, effective upon the giving of such notice (or such later
date as shall be specified in such notice). Upon such termination, the Company
shall have no further obligations hereunder, except to pay the Employee any
amounts or provide the Employee any benefits to which the Employee may otherwise
have been entitled but for the Employee's Disability prorated to the effective
date of termination. The term "Disability" shall mean the Employee's inability
to perform effectively the substantial portion of his duties hereunder because
of a medical determination of physical or mental disability continuing for a
period of three consecutive months or for shorter periods aggregating three
months during any 12 month period during the Employment Period. Any such medical
determination of Disability shall be in writing and shall be from a medical
doctor acceptable to both the Boards and the Employee.
(c) Cause. The Companies shall have the right, upon written
notice to the Employee, to terminate the Employee's employment under this
Agreement for Cause,
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as defined herein, effective upon the giving of such notice
(or such later date as shall be specified in such notice), and the Companies
shall have no further obligations hereunder, except to pay the Employee any
amounts or provide the Employee any benefits to which the Employee may otherwise
have been entitled prorated to the effective date of termination. The term
"Cause" shall mean any of the following: (i) the Employee's material breach of,
or willful failure or refusal to perform and discharge, his duties,
responsibilities or obligations under this Agreement, after written notice to
the Employee by any Board or its designee, specifying in reasonable detail the
manner in which the Employee has breached or refused to perform and discharge
his duties hereunder that is not cured or waived, (ii) the Employee's refusal,
after written notice, to obey any reasonable direction of any Board or its
designee given in good faith and consistent with the terms of this Agreement
that is not cured or waived, (iii) a determination by any Board in exercise of
its good faith business judgment that the Employee has taken acts which
constitute fraud, theft, dishonesty, embezzlement or other misappropriation of
property of any Company or unlawful appropriation of a corporate opportunity of
any Company or (iv) the conviction of or the entry of a plea of nolo contendere
by the Employee for any felony or any misdemeanor involving moral turpitude.
The Employee's termination of employment with any Company for whatever
reason shall automatically terminate his employment with all other Companies.
4. Restrictive Covenants. The Employee acknowledges that he will have
access at the highest level to, and the opportunity to acquire knowledge of,
valuable confidential and proprietary information relating to the businesses of
the Companies, and,
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accordingly, the Employee hereby undertakes and covenants that at all times
during the Employment Period and, at the Companies' option (which may be
exercised by the giving of written notice on or before the effective date of
termination of the Employment Period) and subject to the payment of the
Post-Termination Amount, as defined herein, for a period of three years from the
date of termination of the Employment Period (the "Restrictive Period") for any
reason, the Employee shall:
(a) refrain, alone, or as a partner, member, employee or agent
of any partnership, or as an officer, employee, agent, director, stockholder or
investor (except as to not more than 5% of the outstanding stock of any
corporation the securities of which are traded on a securities exchange or in
the over-the-counter market) of any corporation, or in any other individual or
representative capacity, from directly or indirectly owning, managing, operating
or controlling, or participating in the ownership, management, operation or
control of, or working for or providing consulting services to (except pursuant
to the Consulting Agreement), or permitting the use of his name by, any business
or activity in competition with the Business, as defined herein, within the
Territory, as defined herein; and
(b) refrain, without first obtaining the written consent of
the relevant Company, from directly or indirectly: (i) soliciting, enticing,
persuading or inducing any employee, consultant, agent, independent contractor
or other person (other than secretarial and clerical personnel) who is employed
by any Company on the date the Employment Period terminates or who has been
employed by any Company during the 12 month period preceding such termination
date to become employed by any person, firm
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or corporation other than any Company or approach any such person for any of the
foregoing reasons or (ii) soliciting, for himself or others, any person or
entity which is a customer of the Business on the date the Employment Period
terminates or which had been a customer of the Business during the 12 month
period preceding such termination date.
The term "Post-Termination Amount" shall mean the
annual amount of One Hundred and One Thousand Six Hundred
and Sixty Seven Dollars ($101,667.00), payable during the Restrictive Period in
equal monthly installments in accordance with the normal payroll practices of
the Companies from time to time in effect, subject to applicable withholding
requirements. If, after exercising their option to have the covenants contained
in this Section 4 apply during the Restrictive Period, the Companies cease
paying the Post-Termination Amount, then the Employee shall no longer be subject
to such covenants and the Companies shall have no liability to the Employee for
terminating the payment of the Post-Termination Amount. The term "Business"
shall mean the business of developing, knitting, weaving, dyeing and finishing,
designing, printing or marketing yarns, fabrics or lace for apparel or home
furnishings applications and any other business or businesses in which any of
the Companies were engaged during the Employment Period. The term "Territory"
shall mean: the United States of America, its territories and possessions, the
Republic of Mexico and Canada or any other territory that any Company conducted
business in during the Employment Period. The Employee hereby acknowledges that
the Business is national and international in scope and that the Companies have
customers throughout the
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Territory. Accordingly, the Employee acknowledges and agrees that the scope of
the covenants in this Section 4 are reasonable and necessary in order to protect
the interests of the Business sought to be protected hereby.
5. Other Benefits.
(a) The compensation provided for hereunder shall be exclusive
of and in addition to any benefits which are or may become available to the
Employee, when and as the same are or become available to other employees of the
Companies according to his and their respective positions under, and pursuant to
the terms of, any incentive compensation plan, pension plan, group life
insurance plan, hospitalization plan, medical services plan, disability plan or
any other employee benefit plan, program or policy provided by any Company or
Guilford during the Employment Period, taking into account all service of the
Employee from and after April 1, 1976, the date upon which the Employee
organized the Business of the Companies or their predecessors, to the extent
that such service is otherwise taken into consideration under the applicable
plan, for purposes of determining whether the Employee has satisfied any service
requirement for eligibility, participation and any other purposes under the
plans (other than for purposes of benefit accruals). The Employee shall not
receive past service credit with respect to any retirement plan of the Companies
unless the Employee remains continuously employed by the Companies for one year
from and after the date hereof. Any such plan, program or policy shall be
subject to amendment or termination, and the benefits thereunder revocable, at
any time to the extent, and in the same manner, as they may be
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subject to amendment, termination and revocation with respect to other employees
of the Companies.
(b) Notwithstanding anything herein to the contrary, the
Employee shall be eligible during the Employment Period to participate in
Guilford's 1991 Stock Option Plan and 1989 Restricted Stock Plan. With respect
to each year ending December 31 during the Employment Period, the Employee shall
be eligible to receive an annual cash bonus (the "Bonus") in an amount equal to
the product of the Base Salary and .50 (the "Multiplier"), provided, however,
that the Multiplier shall be increased if the Companies' actual Pre-Tax
Earnings, as such term is defined in the Stock Purchase Agreement, for any year
ending December 31 during the Employment Period are greater than the Pre-Tax
Earnings Target, as defined herein, for such year and the Multiplier shall be
decreased if the Companies' actual Pre-Tax Earnings for any year ending December
31 during the Employment Period are less than the Pre-Tax Earnings Target for
such year. Any increase or decrease of the Multiplier shall be made in
accordance with the formula used in calculating cash bonuses pursuant to
Guilford's Short-Term Incentive Compensation Plan for Key Managers, as such plan
is amended from time to time. The term "Pre-Tax Earnings Target" shall mean
$18,505,000, $20,325,000, $24,610,000, $29,375,000 and $30,800,000 for the years
ending December 31, 1996, December 31, 1997, December 31, 1998, December 31,
1999 and December 31, 2000, respectively. The Bonus, if any, for any year ending
December 31 during the Employment Period shall be payable within 30 days after
the final determination of Pre-Tax Earnings in accordance with the provisions of
Section 1.2 of the Stock Purchase Agreement; provided, however,
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that the Employee shall only be entitled to receive a Bonus if he is then
employed by the Companies at the time of payment, except (i) for any Bonus to be
paid with respect to the year ending December 31, 2000, (ii) if the Employee
dies or becomes Disabled after December 31 of the year for which the Bonus is
being paid or (iii) the Employee dies or becomes Disabled during any year of the
Employment Period in which case any Bonus payable for such year shall be
pro-rated based on the number of days during such year the Employee had been
employed by the Companies prior to death or Disability.
6. Expense Reimbursement. The Companies agree to reimburse the Employee
for all reasonable and necessary travel, entertainment and other Business
expenses, including first class air travel, which are incurred by the Employee
during the Employment Period in connection with the performance of the
Employee's duties hereunder, provided that such expenses are itemized and
presented to the Companies in writing in a form then prescribed by the Companies
in their general policies relating to reimbursement of employee business
expenses.
7. Reports, Etc. All reports, recommendations, advice, records,
documents and other materials, whether written or in any other media, and all
copies thereof, prepared or obtained by the Employee or coming into his
possession prior to or during the course of his employment with any Company
which relate to any Company, any Affiliate, as defined herein, or the Business
shall be the sole and exclusive property of the Companies or Affiliates, as the
case may be, and the Employee shall, at the end of his employment with the
Companies, or at the request of any Company or Affiliate during such employment,
promptly deliver all such materials to the Companies or Affiliates.
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Such reports and the information contained therein shall be and remain the sole
property of the Companies or the Affiliates, as the case may be.
8. Confidentiality; Intellectual Property.
(a) Recognizing that the knowledge of the Companies' and its
Affiliates' customers, suppliers, agents, business methods, systems, plans,
policies, trade secrets, knowledge, know-how, information, materials or
documents are valuable and unique assets, the Employee agrees that, during and
after the Employment Period, he shall not divulge, furnish or make accessible to
any person, firm, corporation or other entity for any reason or purpose
whatsoever, directly or indirectly, or use for the benefit of himself or others
except in connection with the Business of any Company, any such knowledge or
information. The provisions of this Paragraph 8 shall not apply to information
which is or shall become generally known to the public (except by reason of the
Employee's breach of his obligations hereunder) and information which the
Employee is required to disclose by law or by an order of a court of competent
jurisdiction. If the Employee is required by law or a court order to disclose
such information, he shall notify the Companies of such requirement and provide
the Companies an opportunity (if they so elect) to contest such law or court
order.
(b) The Employee shall assign (at the Companies' expense) to the
Companies or Guilford (at Guilford's election) immediately upon the execution of
this Agreement any and all patents, copyrights, trademarks and trade names and
applications therefor in any country and all proprietary know-how related to the
Business and all rights and interests in, to and under the same which he may
legally transfer, now possessed by him
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relating in any way to the Business. The Employee acknowledges that all
developments, including, without limitation, inventions, patentable or
otherwise, discoveries, improvements, patents, trade secrets, designs, reports,
computer software, flow charts and diagrams, procedures, data, documentation,
ideas and writings and applications thereof relating to the Business or planned
business of the Companies or any Affiliate that, alone or jointly with others,
the Employee may conceive, create, make, develop, reduce to practice or acquire
during the Employment Period (collectively, the "Developments") are works made
for hire and shall remain the sole and exclusive property of the applicable
Company and the Employee hereby assigns to such Company all of his right, title
and interest in and to all such Developments. The Employee agrees that he will
promptly and fully disclose all future material Developments to the Boards or
their respective designee and, at any time upon request and at the expense of
the Companies, execute all instruments and papers and perform all acts
whatsoever, which are necessary or desired by the Companies or Guilford to vest
and confirm in the Companies or Guilford, as the case may be, and their
respective successors, assigns and nominees, fully and completely, all rights
created or contemplated by this section and which may be necessary or desirable
to enable the Companies or Guilford, as the case may be, and their respective
successors, assigns and nominees, to secure and enjoy the full benefits and
advantages thereof.
The provisions of this Section 8 shall survive the termination of the
Employment Period for any reason whatsoever.
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For purposes of this Agreement, the term "Affiliate" shall mean any
entity controlled by, controlling or under common control with any Company
including, without limitation, the Companies' ultimate parent.
9. Notices. All notices and other communications hereunder shall be
given in writing by hand delivery, sent via facsimile to the facsimile number
below with telephone confirmation, sent by overnight carrier or registered or
certified mail, return receipt requested, postage prepaid, addressed to the
party to receive the same at his or its respective address set forth below, or
at such other address as may from time to time be designated by any party to the
others hereunder in accordance with this Section 9:
If to the Employee:
Xxxxx Xxxxxxx
c/x Xxxxxxx Laces, Ltd.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Fax No. (000) 000-0000
With a copy to:
Xxxxxxxx, Xxxxxxxx & Papa
0 Xxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxx Esq.
Fax No. (000) 000-0000
If to the Companies:
c/o Xxxxxxxx Xxxxx, Inc.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx
Fax No. (000) 000-0000
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With a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxx, Esq.
Fax No. (000) 000-0000
All such notices and communications hereunder shall be effective and
deemed given if sent by overnight carrier, the next day; if sent via facsimile,
upon telephone confirmation of receipt; if mailed, when received, as evidenced
by the acknowledgment of receipt issued with respect thereto by the applicable
postal authorities, and, if delivered by hand, when received, as evidenced by
the signed acknowledgment of receipt of the person to whom such notice or
communication shall have been addressed.
10. Remedies. The parties hereby acknowledge and agree that the
executive and managerial services to be rendered by the Employee hereunder are
of such a special, unique and extraordinary character and that such services
have a peculiar value impossible of replacement and for the loss of which any
Company cannot be reasonably or adequately compensated in damages, and the
Employee acknowledges and agrees that any breach by him of the provisions of
Section 4 or 8 hereof will cause the Companies irreparable injury and damage.
The Employee, therefore, expressly agrees that in addition to any other remedies
the Companies may have under this Agreement or otherwise, any Company shall be
entitled to injunctive and/or other equitable relief to prevent an anticipatory
or continuing breach of Section 4 or 8 hereof and to secure its enforcement.
Nothing herein shall be construed as a waiver by any Company of any right it may
now have or hereafter acquire to monetary damages by reason of any injury to its
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property, business or reputation or otherwise arising out of any wrongful act or
omission of the Employee hereunder.
11. Construction; Severability. While the restrictions and covenants
set forth in Section 4 are considered by the parties to be reasonable in all
circumstances, it is recognized that restrictions and covenants of the nature in
question may fail for technical reasons unforeseen, and accordingly it is hereby
agreed and declared that if any of such restrictions or covenants shall be
adjudged to be void as going beyond what is reasonable in all circumstances for
the protection of the interests of the Business or for any other reason but
would be valid if part of the wording thereof were deleted or the periods (if
any) thereof reduced or the range of activities or area dealt with thereby
reduced in scope, such restriction or covenant shall apply with such
modifications as may be necessary to make it valid and effective. In case any
one or more of the provisions of this Agreement should be found to be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
12. Entire Agreement. This Agreement supersedes and terminates any and
all prior agreements, arrangements and policies between the Employee and the
Companies with respect to the subject matter hereof.
13. Waiver. No failure by either party hereto to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder by either party preclude
any other or future exercise of that right or any other right hereunder by that
party.
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14. Governing Law; Arbitration. This Agreement, and the respective
rights, duties and obligations of the parties hereunder, shall be governed by
and construed in accordance with the laws of the State of Delaware. Any
controversy or dispute arising out of or relating to this Agreement shall be
settled exclusively (except for claims seeking injunctive and/or equitable
relief pursuant to Section 10 hereof) by arbitration in accordance with the
rules of the American Arbitration Association under its commercial arbitration
rules before a panel of three arbitrators with experience in the textile
industry, with the Employee designating one arbitrator, the Companies
collectively designating one arbitrator and the two arbitrators jointly
selecting a third independent arbitrator. The parties agree that service of
process or notice of motion or other application in connection with any
arbitration shall be delivered personally. Any award or determination made by
the arbitrators as provided for hereunder shall be binding and conclusive upon
the Companies and the Employee. The Employee and each of the Companies shall
bear its own costs and expenses, including without limitation attorneys' fees,
incurred in connection with any such arbitration.
15. Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. With respect to the Employee, the term "successors" as
used herein includes heirs, devisees, executors, custodians, guardians,
conservators and personal representatives. Notwithstanding the foregoing, the
obligations of the Employee may not be delegated and the Employee may not
assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this
Agreement, or any of his rights hereunder, and any such
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attempted delegation or disposition shall be null and void and without effect.
Any Company may assign its rights under this Agreement to, and it shall inure to
the benefit of and be binding upon, any Affiliate which succeeds to all or
substantially all of its assets and business.
16. Amendment. This Agreement may not be amended, terminated or
superseded except by an agreement in writing among the Companies and the
Employee, provided, however, that the Employee shall not execute or authorize
any amendment to this Agreement on behalf of any Company.
17. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original hereof but all of which
together shall constitute one and the same document.
[SIGNATURES APPEAR ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed on the date first above written.
THE EMPLOYEE:
/s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx
THE COMPANIES:
Raschel Fashion Interknitting, Ltd.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
Xxxxxxx Laces, Ltd.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
Curtains and Fabrics, Inc.
By: /s/ XXXXXXX XXXXXXX
Name: Xxxxxxx Xxxxxxx
Title: Treasurer
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