Exhibit (10f)
UNIFI, INC.
1996 INCENTIVE STOCK OPTION PLAN
ARTICLE I
1.1 NAME & PURPOSE: The name of the Plan is the "Unifi, Inc. 1996
Incentive Stock Option Plan" (the "Plan"). The Plan is for the
purposes of securing and retaining the services of key employees
for Unifi, Inc., and its subsidiaries, as that term is defined in
Section 424(f) of the 1986 Internal Revenue Code, as amended,
(the "Subsidiaries"). The Board of Directors of the Unifi, Inc.
believes the Plan will promote continuity of management and
increase incentive and personal interest in the future of the
Unifi, Inc. and its subsidiaries by those who are primarily
responsible not only for its regular operations, but also for
shaping and carrying out the long-range plans of Unifi, Inc. and
assisting in its continued growth.
The purpose will be affected through the granting of stock
options as herein provided, which options are intended to
constitute "incentive stock options" ("Options") within the
meaning of Section 422 of the 1986 Internal Revenue Code, as
amended, (the "Code").
1.2 DEFINITIONS: Wherever used in the Plan, the following
terms shall have the meaning set forth below:
(a) "Corporation" shall mean Unifi, Inc., its subsidiaries,
and any successor corporation.
(b) "Board of Directors" shall mean the Board of Directors
of the Corporation and any committee of Directors authorized
by such Board to act on its behalf with reference to the Plan.
(c) "Committee" shall mean the Stock Option Committee. The
Committee shall be appointed by the Board of Directors, shall
consist of not less than three nor more than five outside
Directors, none of whom shall be eligible to receive Options
under the Plan. All members of the Committee shall serve at
the pleasure of the Board of Directors.
(d) "Common Stock" shall mean the common stock of the
Corporation identified as such on the most recent balance
sheet of the Corporation.
(e) "Disability" shall mean a condition resulting from an
accident or illness which in the opinion of the Committee
permanently and totally prevents an optionee from carrying out
his or her duties with the Corporation.
(f) "Fair Market Value" shall be deemed to be the closing
price of the Corporation's Common Stock on the New York Stock
Exchange on the day on which the option is granted.
(g) "Severance Date" shall mean, as determined by the
Committee, the date on which an individual's employment with
the Corporation terminates. Whether any leave of absence
shall constitute termination of employment for the purpose of
the Plan shall be determined in each case by the Committee, in
its sole discretion. Whether a plant closing, moving the
production of a product from one facility to another, or
layoffs of 50 or more people shall constitute termination of
employment for the purpose of the Plan shall be determined in
each of said events by the Executive Committee of the Board of
Directors, in its sole discretion.
ARTICLE II
2.1 STOCKHOLDER APPROVAL AND EFFECTIVE DATE: The Plan will
be presented to the holders of the Corporation's Common Stock
at the next Annual Meeting which has been scheduled to be held
on October 24, 1996. If the Plan is approved by the
Shareholders, the effective date of the Plan is April 18,
1996. In the event the Plan is not approved by the holders of
the Corporation's Common Stock, the Plan automatically
terminates and any Options granted under the Plan shall be
void and of no further force or effect. No Options granted
under this Plan can be exercised prior to the Plan being
approved by the Corporation's Common Stock shareholders.
ARTICLE III
3.1 PLAN ADMINISTRATION: The Plan is to be administered by
the Stock Option Committee. The Committee is authorized to
establish such rules and regulations and to appoint such
agents as it deems appropriate for the proper administration
of the Plan and to take such steps in connection with the Plan
or the benefits provided thereunder as it deems necessary or
advisable. The Committee shall have exclusive jurisdiction to
select the key employees to whom options shall be granted,
determine the number of shares subject to each option,
determine the time or times when options will be granted,
determine the option price of the shares subject to options
which shall not be less than the Fair Market Value of the
Corporation's Common Stock on the date the option is granted,
determine the time when each option may be exercised provided
however, that no options can be exercised until after the Plan
has been approved by the holders of the Corporation's Common
Stock, as provided in Section 2.1, or within less than six (6)
months from date of grant, whichever date occurs last,
establish such other provisions in the option agreement as the
Committee may deem necessary or desirable, consistent with the
terms of the Plan, and to determine all other questions
relating to the administration of the Plan.
3.2 PLAN INTERPRETATION: The Board of Directors may make
such rules and regulations and establish the procedures for
the administration of the Plan as it deems appropriate. In
the event of any dispute or disagreement as to the
interpretation of the Plan or of any rule, regulation or
procedure or, as to any question, right or obligation arising
from or relating to the Plan, the decision of the Board of
Directors shall be final and binding upon all persons. The
decision of the Committee with respect to any questions
arising as to the employees selected to receive options and
the number of shares authorized in said option, under the
Plan, shall be controlling.
3.3 REGISTRATION AND LISTING ON STOCK EXCHANGE: The Board of
Directors shall determine the restrictions, if any, to be
placed on certificates issued upon the exercise of Options and
whether the stock issued under this Plan will be registered
with the Securities and Exchange Commission and listed on a
stock exchange. The decision of the Board of Directors shall
be final and binding upon all persons.
ARTICLE IV
4.1 AGGREGATE AMOUNT OF STOCK SUBJECT TO PLAN: The maximum
aggregate number of shares of the Corporation's Common Stock
which might be used pursuant to the exercise of options
granted hereunder shall be 1,000,000 shares of the
Corporation's authorized but unissued Common Stock, which
shares are hereby reserved for issue solely subject to the
provisions of this Plan. Adjustments may be made in the
aggregate amount of stock which may be issued under the Plan
pursuant to the provisions of Section 11.1. If for any reason
any option granted under the Plan shall terminate or expire or
be surrendered without having been exercised in full, the
shares subject to such option but not purchased thereunder
shall again be available for options to be granted hereunder.
ARTICLE V
5.1 OPTION AGREEMENT: Each option under this Plan shall be
evidenced by an Option Agreement which shall be signed by an
Officer for the Corporation and by the Optionee, which shall
contain such provisions that may be approved by the Committee
and shall be in accordance with the Plan but may include
additional provisions and restrictions, providing that the
same are not inconsistent with the Plan or applicable
provisions of the Code.
ARTICLE VI
6.1 ELIGIBILITY: Options may be granted only to key
employees, including Officers, whether or not they are
Directors of the Corporation or one of its Subsidiaries. A
Director of the Corporation, or a Subsidiary, who is not also
such an employee, will not be eligible to receive an option.
In determining the employees to whom options may be granted,
and the number of shares to be covered by each option, subject
to the limitations as set forth in Section 8.1 of this Plan,
the Committee will take into account the duties of the
respective employees, his or her present and potential
contribution to the success of the Corporation, the
anticipated number of years of effective service remaining,
and such other factors as they may deem relevant in connection
with accomplishing the purposes of the Plan. Subject to the
limitations set forth in this Plan, an eligible employee who
has been granted an option may be granted an additional option
or options if the Committee shall so determine.
ARTICLE VII
7.1 GRANT OF OPTIONS: The Committee is hereby authorized by
majority vote of its members to grant stock options within the
limitations set forth in Section 8.1, from time to time on the
Corporation's behalf to any one or more persons, who, at the
time of such grant, are full-time employees and meet the
eligibility requirements as set forth in Section 6.1 of the
Plan. These are intended to be incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, to the maximum allowed by said Section.
Options granted under the Plan (i) must be granted within ten
(10) years from April 18, 1996, subject to the provisions of
Section 10.1(b) of this Plan, and (ii) to the extent they are
incentive stock options, otherwise comply with Section 422 of
the Code, as amended. More than one option may be granted to
an optionee pursuant to the Plan.
ARTICLE VIII
8.1 LIMITATIONS: The aggregate number of shares of Common
Stock for which options may be granted to eligible employees
under this Plan at any one time is unlimited, subject to the
provisions of Section 4.1, of this Plan, provided, that if as
a result of any grant hereunder the aggregate Fair Market
Value (determined as of the time the option is granted) of the
stock with respect to which incentive stock options are
exercisable for the first time by such employee during any
calendar year, under this and all other incentive stock option
plans (as defined in Section 422 of the Code, as amended) of
the Corporation, would exceed $100,000.00, any excess amount
will be treated as non-qualified stock options.
ARTICLE IX
9.1 PURCHASE PRICE: The purchase price for a share of the
Common Stock, subject to any option granted hereunder, shall
not be less than 100% of the Fair Market Value of the Common
Stock on the date of the granting of the option. In case an
option is granted to any person then owning beneficially more
than ten percent (10%) of the voting power of all classes of
the Corporation's Common Stock, said purchase price per share
of Common Stock subject to the option shall not be less than
110% of the Fair Market Value of the Common Stock on the date
of granting of the option.
ARTICLE X
10.1 EXERCISE OF OPTIONS:
(a) An option may be exercised at any time or from time
to time, as to any part or all the shares which shall be
covered thereby provided, however, options shall not be
exercisable prior to the expiration of six (6) months
following the date on which the option was granted,
subject to this Plan having been approved by the holders
of the Common Stock of the Corporation as provided in
Section 2.1 hereof;
(b) subject to the provisions of this Plan with respect
to termination of employment under Sections 12.1, 12.2
and 12.3 herein, the period during which each option may
be exercised shall be fixed by the Committee at the time
such option is granted. In no event however, shall any
option granted to a person then owning more than ten
percent (10%) of the voting power of all classes of the
Corporation's Common Stock be exercisable by its terms
after the expiration of five (5) years from the date of
grant thereof, nor shall any other option granted under
this Plan be exercisable by its terms after the
expiration of ten (10) years from the date of the grant
thereof;
(c) no shares shall be delivered pursuant to any exercise
of an option until the requirements of such laws and
regulations as may be deemed by the Committee to be
applicable to them are satisfied and until payment in
full in cash or for exchange in shares of the
Corporation's Common Stock, previously owned by the
optionee, at the Fair Market Value of said stock on the
date of exercise, or such other terms and conditions as
may be determined by the Committee. No optionee, or the
legal representative, legatee, or distributee of an
optionee, shall be deemed to be a holder of any shares
subject to any option unless and until the certificate or
certificates for them have been issued.
ARTICLE XI
11.1 CAPITAL ADJUSTMENTS AFFECTING STOCK: In the event of
a capital adjustment resulting from a stock dividend, stock
split, reorganization, merger, consolidation, or a combination
or exchange of shares, the number of shares of stock subject
to this Plan and the number of shares under option shall be
adjusted consistent with such capital adjustment. The price
of any share under option shall be adjusted so that there will
be no change in the aggregate purchase price payable under
exercise of any such option. The granting of an option
pursuant to this Plan shall not affect in any way the right or
power of the Corporation to make adjustments, reorganizations,
reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, or
sell or transfer all or any part of its business or assets.
ARTICLE XII
12.1 TERMINATION OF EMPLOYMENT: An optionee whose
employment terminates for reasons other than disability,
retirement or determined by the Board of Directors or
Committee not to be a termination of employment as provided in
Section 1.1(g) of this Plan, shall have no right to exercise
any existing option granted under this Plan.
12.2 DEATH OF OPTIONEE: In the event of the death of an
optionee, the administrator of the deceased optionee's estate,
the executor under his or her Last Will and Testament, or the
person or persons to whom such stock option shall have been
validly transferred by such executor or administrator,
pursuant to the Last Will and Testament or the Intestate
Succession Laws of the State of North Carolina, shall have the
right, within three (3) months from the date of the optionee's
death, but not beyond the expiration date of the option, to
exercise such option to the extent exercisable by the optionee
at the date of his or her death.
12.3 DISABILITY: In the event of the termination of the
optionee's employment due to disability, the optionee shall
have the right, within twelve (12) months from his or her
severance date, but not beyond the expiration date of such
option, to exercise such option to the extent exercisable on
such severance date.
ARTICLE XIII
13.1 EMPLOYMENT: The establishment of this Plan and the
granting of any options thereunder shall not be construed as
conferring on any employee or optionee any right to continued
employment, and the employment of any optionee may be
terminated without regard to the effect which such action
might have upon him or her as an optionee.
ARTICLE XIV
14.1 NON-TRANSFERABILITY: The terms of any option granted
under this Plan shall include a provision making such option
nontransferable by the optionee, except upon death, and
exercisable during the optionee's lifetime only by the
optionee.
ARTICLE XV
15.1 AMENDMENT, MODIFICATIONS & TERMINATION OF THE PLAN:
The Board of Directors at any time may terminate and/or in any
respect amend and modify the Plan provided, however, that no
such action by the Board of Directors, without approval of the
Corporation's common shareholders, may: (a) increase the
total number of shares which may be made subject to options
granted under the Plan in the aggregate; (b) change the manner
of determining the option price as set forth under Section 9.1
hereof; (c) materially modify the requirements as to
eligibility for participation in the Plan; (d) extend the
period in which options may be granted or exercised, as
provided in Sections 7.1 and 10.1 hereof; and (e) withdraw the
administration of the Plan from a Committee of the Board of
Directors, no members of which are eligible to receive options
under the Plan.
ARTICLE XVI
16.1 OTHER TERMS: Any option granted under this Plan shall
contain such other and additional terms not inconsistent with
the terms of this Plan, which are deemed necessary or
desirable by the Committee or the Board of Directors, and such
other terms shall include those which together with the terms
herein set forth shall constitute such option as an incentive
stock option within the meaning of Section 422 of the Internal
Revenue Code.