Exhibit (10g)
UNIFI, INC.
1996 NON-QUALIFIED STOCK OPTION PLAN
1. NAME OF PLAN: The name of the Plan is the "Unifi, Inc. 1996
Non-Qualified Stock Option Plan" (the "Plan").
2. PURPOSE: The purpose of this Plan is to enhance the
interests of Unifi, Inc. (Corporation), its shareholders and
subsidiaries, by increasing its ability to secure and retain
officers and other key employees upon whose judgment, initiative
and effort the Corporation is largely dependent for the
successful conduct of its business, by offering officers and key
employees an opportunity to acquire or increase such persons
stock interest in the Corporation, and to attract well qualified
individuals who are not full time employees of the Corporation or
its subsidiaries, to serve as Directors of the Corporation or its
subsidiaries ("Outside Directors").
The purpose will be affected through the granting of stock
options as herein provided, such options DO NOT QUALIFY AS
"INCENTIVE STOCK OPTIONS" WITHIN THE MEANING OF SECTION 422 OF
THE 1986 INTERNAL REVENUE CODE, AS AMENDED, (the "Code") AND ARE,
THEREFORE, NON-QUALIFIED STOCK OPTIONS.
3. EFFECTIVE DATE OF PLAN AND SHAREHOLDER APPROVAL: The
effective date of the Plan is April 18, 1996, the date of its
approval by the Board, provided however, if the Plan is not
approved by the shareholders of the Corporation, representing a
majority of the voting power at the shareholders' annual meeting
on October 24, 1996, the Plan shall terminate and any Options
granted thereunder shall be null and void, and shall have no
force or effect.
4. DEFINITIONS: Wherever used in the Plan, the following
terms shall have the meaning set forth below:
(a) "Corporation" shall mean Unifi, Inc.
(b) "Board" shall mean the Board of Directors of the
Corporation.
(c) "Committee" shall mean the standing committee of the
Board of Directors or a subcommittee of a standing committee
of the Board of Directors, if any, authorized by the Board
to administer the Plan. If the Board delegates the
authority of administering the Plan to a Committee, it shall
consist of not less than three nor more than five
non-employee Directors. All members of the Committee shall
serve at the pleasure of the Board.
(d) "Common Stock" shall mean the common stock of the
Corporation identified as such on the most recent balance
sheet of the Corporation.
(e) "Date of Grant" shall mean the date the option is
granted under the Plan.
(f) "Option" shall mean options granted under the Plan.
(g) "Optionee" shall mean the person to whom an Option,
which has not expired, has been granted under the Plan.
(h) "Subsidiary or Subsidiaries" shall mean a sponsor-type
subsidiary corporation or companies of the Corporation as
defined in 424 of the Code.
5. ADMINISTRATION OF PLAN: (a) The Plan shall be administered
by the Board, or by a Committee appointed by the Board (the
"Committee"). If the Plan is administered by the Committee, it
shall report all actions taken by it to the Board. Options may
be granted to members of the Committee only by a majority of the
members of the Board, excluding those members of the Committee.
(b) The Board or Committee shall have full and final
authority in its discretion, subject to the provisions of the
Plan, to determine the individuals to whom and the time or times
at which Options shall be granted and the number of shares and
the purchase price of common stock covered by each Option, to
construe and interpret the Plan, to determine the terms and
provisions of the respective Option agreements which need not be
identical, including without limitations, terms covering the
payment of the Option price, and make all other determinations
and take all other actions deemed necessary or advisable for the
proper administration of the Plan. All such actions and
determinations shall be conclusive and binding for all purposes
upon all persons.
(c) In the event a Committee is authorized by the Board to
administer the Plan, it shall select one of its members as the
Chairman and shall hold its meeting at such times and places as
it deems advisable. At least one-half of its members shall
constitute a quorum and all determinations of the Committee shall
be made by a majority of its members who are present. Any
decision or determination reduced to writing and signed by a
majority of all of the members shall be fully as effective as if
made by a majority vote at a meeting duly called and held.
6. STOCK SUBJECT TO PLAN: The aggregate number of shares of
the Corporation's Common Stock to be reserved and which may be
issued upon exercise of Options granted under the Plan shall be
one million (1,000,000), subject to adjustments under the
provisions of Paragraph 7. The shares of Common Stock to be
issued upon exercise of the Option may be authorized but unissued
shares or shares issued and reacquired by the Corporation. In
the event any Option shall for any reason 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 under the Plan.
7. 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.
8. PARTICIPANTS: Options may be granted only to Directors,
Officers or key employees of the Corporation and/or its
subsidiaries. A participant may receive more than one grant;
provided, however, no Options may be granted to any person who,
at the time of the grant, owns more than ten percent (10%) of the
stock of the Corporation. In determining the individuals to whom
Options may be granted, the Board shall take into account the
duties of the individuals, their present and potential
contribution to the success of the Corporation, the anticipated
number of years of effective service remaining and such other
factors as it deems relevant in connection with accomplishing the
purposes of the Plan. Subject to the limitations set forth in
the Plan, Directors, Officers and key employees who have been
granted an Option under this Plan or other stock Option plans of
the Corporation may be granted an additional Option or Options
under this Plan if the Board or Committee shall so determine.
9. 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. The Option
shall contain such provisions that may be approved by the Board
or Committee and shall be in accordance with the Plan but may
include additional provisions and restrictions and all Options do
not have to be the same, providing that the terms thereof are not
inconsistent with the Plan.
10. OPTION PERIOD: Each Option granted hereunder must be granted
within ten years from the effective date of the Plan. The period
for the exercise of each Option shall be determined by the Board,
but in no instance shall such period exceed ten years from the
date of grant of the Option. No Option may be granted under the
Plan subsequent to April 17, 2006.
11. OPTION PRICE: The per share Option price of the stock
subject to each Option shall be determined by the Board or the
Committee on the date the Option is granted. The purchase price
may be less than the fair market value of the Common Stock on the
date of granting.
12. 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 and no Option can be exercised prior to
shareholder approval of the Plan. If the Plan is not approved by
the shareholders, all Options granted under the Plan shall become
void and be unenforceable;
(b) 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 Board of Directors or 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 Board or 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.
13. NON-TRANSFERABILITY OF OPTION: No Option granted under the
Plan shall be transferable without the consent of the Board
(including pledges or hypothecations) by an Optionee other than
by Will or if said Optionee dies intestate, under the laws of
descent and distribution of the state of said Optionee's domicile
at the time of his death. During the lifetime of an Optionee, the
Option shall be exercised only by said Optionee.
14. TERMINATION OF OPTIONS: The right of every Optionee to
purchase shares under his or her Option shall be subject to the
provisions of this paragraph.
(a) In relation to Options with Officers or key employees:
(i) In the event of the termination of an Officer or
employment with the Corporation of a key employee for
any reason, other than death, without the consent of
the Board, all rights of the Optionee to purchase
shares pursuant to his or her Option (including right
to purchase shares which have accrued but which have
remained unexercised) shall expire three (3) months
after the date on which the Optionee's affiliation or
employment with the Corporation is terminated.
(ii) In the event of the death of an Optionee who is a
key employee, the unexpired portion of said Option
shall be exercisable within a period of one (1) year
from the date of said key employee's death only by the
personal representative of the estate of the deceased,
or such other person or persons to whom the legatee's
rights under the Option shall pass by the Optionee's
Will, or if he or she dies intestate, by the laws of
descent and distribution of the state of said
Optionee's domicile at the time of death, or by the
transferee of any Option transferred with the consent
of the Board (see Paragraph 13); and to the extent the
Optionee was entitled to exercise Options at the time
of death.
(b) In relation to Options with Directors:
(i) In the event an Optionee's, who is a Director,
tenure in office is terminated for "cause", as cause is
defined by the Corporation's Certificate of Incorpora-
tion, all such rights of the Optionee to purchase
shares pursuant to his or her Option (including right
to purchase shares which have accrued but which have
remained unexercised) shall forthwith cease and
terminate.
(ii) In the event of termination of a Director's
tenure in office, other than for "cause", prior to full
exercise of his or her Option under the Plan, the
unexpired portion of said Option shall be exercisable
within a period of one (1) year, or such longer period
as the Board may determine, from the date of such
Director's termination of tenure in office.
(iii) In the event of death of an Optionee, who is a
Director, prior to the full exercise of his or her
Option the unexpired portion of said Option shall be
exercisable within a period of one (1) year from the
date of said Director's death only by the personal
representative of the estate of the deceased, or such
other person or persons to whom the legatee's rights
under the Option shall pass by the Optionee's Will, or
if he or she dies intestate, by the laws of descent and
distribution of the state of said Optionee's domicile
at the time of death, or by the transferee of any
Option transferred with the consent of the Board (see
Paragraph 13); and to the extent the Optionee was
entitled to exercise Options at the time of death.
15. RIGHTS AS SHAREHOLDERS: An Optionee or a transfer of an
Option shall have no right as a Shareholder with respect to any
shares subject to such offer prior to the purchase of such shares
by exercise of the Option as provided herein and the issuance and
deliverance of such shares.
16. EMPLOYMENT: The establishment of this Plan and the
granting of any Options thereunder shall not be construed as
conferring on any employee 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.
17. AMENDMENT OR TERMINATION: Unless the Plan shall theretofore
have been terminated as hereinafter provided, it shall terminate
on, and no Option shall be granted thereunder after, April 17,
2006. The Board may amend the Plan or make such modifications or
amendments thereto as it shall deem advisable, or in order to
conform to any changes in any law or regulation applicable
thereto, or terminate the Plan, Provided, however, the Board may
not, without further approval by the shareholders of a majority
of the outstanding shares of the Corporation having general
voting power, (a) make any changes in the maximum number of
shares reserved for issuance on Options under the Plan, other
than changes as described in Paragraph 6 hereof; (b) change the
participants eligible to be granted Options; (c) revoke or alter
the terms of any Options previously granted, without the consent
of the Optionee; (d) extend the time within which Options may be
granted under the Plan; or (e) provide for the administration of
the Plan otherwise than by the Board or a Committee of the Board.
18. GOVERNMENT REGULATIONS: The Plan and the granting and
exercising of Options hereunder shall be subject to all
applicable Federal and State laws and all rules and regulations
issued thereunder, and the Board of Directors, in its discretion,
may, subject to the provisions of Paragraph 6 hereof, make such
changes in the Plan (except such changes which by law, or as
provided in Paragraph 17, must be approved by the shareholders)
as may be required to conform the Plan to such applicable laws,
rules and regulations.
19. OTHER PROVISIONS: Options granted pursuant to the Plan
shall be evidenced by agreements in such form as the Board shall
from time to time approve.