Exhibit 10.13(b)
Burlington Industries, Inc.
Executive Offices
3330 West FriendlyAvenue
Greensboro, North Carolina 27410
(336) 379-2000
September 13, 2000
Mr. Abraham B. Stenberg
Dear Abe:
This letter will confirm our understanding of the arrangements under
which you are to provide consulting services for Burlington Industries, Inc.
("Burlington" or the "Company") following your voluntary retirement effective
September 30, 2000. The terms of this arrangement are set out below.
1. You will render services as an independent private consultant at
times and places deemed mutually agreeable. In your consulting activities for
the Company, you will report to George W. Henderson, Chairman and Chief
Executive Officer, or his designated representative.
2. Your services will be rendered as needed over the period of October
1, 2000 through December 31, 2000.
3. It is understood that during the period October 1, 2000 through
December 31, 2000, the Company will pay you the amount of $39,166.66 per month
for your commitment to provide consulting time to the Company as requested and
provided by mutual agreement. An invoice for services rendered shall be
submitted by the 5th day of each month for the preceding month's services.
4. This Agreement can be terminated at any time during the period by
either yourself or the Company upon the provision of thirty (30) days written
notice. This Agreement may be extended beyond December 31, 2000 upon the mutual
agreement and written consent of the parties and upon such other written terms
and conditions as may be negotiated at that time.
5. It is understood that the Company will reimburse you for air travel,
or any other reasonable travel expense to and from the location of your
assignment, including lodging, meals, travel, and miscellaneous expenses as
provided by the Burlington expense report policy. All such expenses are to be
submitted on a monthly basis, covered by a properly completed and signed
Burlington expense report form. You acknowledge and agree that you will not be
covered by Burlington's business travel/accident insurance policies when
traveling in performance of the services being rendered hereunder.
6. During the period hereof, you shall remain free to undertake both
professional and consulting agreements with other parties, provided, however,
that you will not become employed by (including self-employment) or render
advisory or consulting services to any competitor (present or potential) of
Burlington without our prior written consent and approval. If, with Burlington's
consent, you accept full time employment by a person or entity other than
Burlington during the period hereof, this Agreement will automatically terminate
(except as provided in paragraph 17 hereof).
7. You recognize and confirm your continuing obligation,
notwithstanding any provision of this Agreement to the contrary, to maintain
confidential all information, operations or situations treated by Burlington as
secret and/or confidential which became known to you during the course of your
employment prior to the date of this Agreement. You recognize that in working
with us under this Agreement it will be necessary to disclose to you and expose
you to information, operations, and situations which we treat as confidential.
You agree accordingly to keep these matters, any trade secrets and the scope of
your work with us entirely secret and confidential until made public by
Burlington.
8. You recognize and confirm, notwithstanding any provision of this
Agreement to the contrary, that all improvements, inventions, designs and useful
ideas conceived or made by you during your past employment with Burlington which
relate in any way to Burlington's business shall be disclosed promptly in
writing, drawing or other tangible form to Burlington and shall be its exclusive
property. All improvements, inventions, designs and useful ideas and other works
of authorship conceived or made by you in connection with your performance of
services under this Agreement shall be disclosed promptly in writing, drawing or
other tangible form to Burlington and shall be its exclusive property. All such
property described herein shall be assigned or conveyed to Burlington. You agree
further to execute all necessary applications and assignments with respect to
such property which we may prepare at our own expense. There will be no
additional costs or charges to the Company for the assignment or conveyance of
such rights or applications, if any, to the Company.
9. On September 30, 2000, your present employment with Burlington will
end. At this time, you may apply for and receive benefits under the Retirement
System, Employee's 401(k) Savings Plan, and any other benefits for which you are
eligible, other than severance pay. Payment will be made under the terms and
conditions of the plans.
10. You acknowledge and agree that Burlington Industries, Inc. has no
obligation to pay you severance, including, without limitation, under Section XI
H 3.1 of the company Manual, and you hereby waive any and all claims to same.
You also acknowledge and agree that Burlington has no obligation to pay you
severance pay or any other compensation not expressly provided for here in by
virtue of your performance of services under this Agreement.
11. It is understood and agreed that the services to be rendered by you
under this Agreement shall be rendered by you as an independent
contractor/consultant and you will not be deemed an employee of Burlington
Industries, Inc. or any of its subsidiaries, and as such you will not be covered
under any of the Company's employee benefit programs, except those for which you
may have become eligible by virtue of your previous employment with Burlington.
12. It is expressly understood and agreed that continuation of the
payments and arrangements provided for is conditioned upon your observance of
the obligations assumed hereinabove and the following terms and restrictions:
(a) You agree that you will continue to evidence a spirit of
friendship and good will toward the Company, its
subsidiaries and management; and
(b) You will not directly or indirectly seek to hire away any
employees of the Company, nor create any ill will between
the Company and any of its present or former employees or
customers.
13. Burlington will deduct Social Security and income tax from payments
for services rendered under this Agreement.
14. You hereby represent that, to your knowledge, there are no
impediments or preexisting obligations which could prevent or impair your
ability to perform the terms of this Agreement. In the event you are unable to
perform your obligations hereunder by reason of such impediments or preexisting
obligations, then Burlington shall be released from all obligations under this
Agreement.
15. This integrated document (as it may be amended or extended from
time to time pursuant to paragraph 4 herein) constitutes the entire Agreement
herein, and all matters relating to your employment and/or the termination of
your employment with the Company; and it supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral,
concerning all subject matters covered herein.
16. Your obligations under paragraphs 7, 8, 12 and 15 will survive the
expiration or termination of this Agreement.
If the foregoing confirms our understanding, would you please sign and
return to us the enclosed duplicate original of this letter.
Sincerely,
BURLINGTON INDUSTRIES, INC.
By________________________________
George W. Henderson, III
Chairman and Chief
Executive Officer
Confirmed and Agreed to:
______________________________
Abraham B. Stenberg
Date Signed___________________