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Exhibit Number 10.52
JPS INDUSTRIES, INC.
555 North Pleasantburg Drive
Suite 202
Greenville, SC 29607-2181
Phone: (864) 239-3916
Fax: (864) 271-9939
Michael L. Fulbright
Chairman President and
Chief Executive Officer
September 27, 1999
Mr. John W. Sanders, Jr.
102 Lytle Street
Greer, South Carolina 29650
Dear John:
This letter serves as written notice that JPS Industries, Inc.
(formerly JPS Textile Group, Inc.) hereby exercises its option not to extend the
Employment Period as provided for in Paragraph 1 of the Employment Agreement
dated November 11, 1998. Accordingly, please be advised that your employment
with JPS will end effective November 10, 1999. Please indicate your
acknowledgment by signing where indicated below.
Very truly yours,
/s/ Michael L. Fulbright
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Michael L. Fulbright
President and
Chief Executive Officer
ACKNOWLEDGED AND AGREED
this 29th day of September 1999.
/s/ John W. Sanders, Jr.
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John W. Sanders, Jr.
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JPS INDUSTRIES, INC.
555 N. PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SC 29607-2181
AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered
into by and between John W. Sanders, Jr. ("Sanders") and JPS Industries, Inc.,
a Delaware corporation, its present and former directors, officers, employees,
representatives, agents, predecessors, successors, assigns and affiliate
companies ("JPS").
WITNESSETH:
WHEREAS, Sanders agrees that he has voluntarily resigned all of his
positions with JPS on November 10, 1999; and
WHEREAS, Sanders and JPS desire to settle fully and finally all
differences between them including, but in no way limited to, any differences
that might arise out of Sanders' employment with JPS, and his resignation
thereof;
NOW, THEREFORE, in consideration of the premises and mutual promises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Sanders and JPS agree as follows:
1. Benefits: On or after November 10, 1999, JPS shall provide Sanders with
the following benefits:
a. Sanders shall be paid an amount equal to one year's salary at the
rate in effect immediately prior to his voluntary resignation, with such
payments as a series of payments in accordance with JPS's normal payroll
procedures during the one-year period following November 10, 1999;
b. Sanders shall be paid on or before November 10, 1999, all accrued
and earned vacation pay to which he is entitled;
c. Sanders shall be provided a payment in the amount of three thousand
eighty-two dollars and nineteen cents ($3,082.19) which equals a pro rata
portion (based on the number of days worked in fiscal year 2000) of his target
bonus for fiscal year 2000;
d. Sanders shall be provided an additional payment in the amount of one
hundred twelve thousand five hundred dollars ($112,500.00);
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e. JPS shall maintain all JPS health and life insurance plans in which
Sanders was enrolled on the date of his resignation until the earlier to occur
of:
(i) the date which is twenty-four (24) months after the November
10, 1999, or
(ii) the date on which Sanders is covered under the medical plan of
another employer;
f. Sanders shall become fully vested in 50,000 stock options, and shall
have the right to exercise those options for six months from November 10, 1999.
These payments shall be in lieu of and discharge any obligations of JPS to
Sanders for any rights or claims of any type, including, but not limited to, any
and all rights that Sanders may have under his Employment Agreement dated
November 11, 1998 (the "Employment Agreement"), or arising out of any other
plan, agreement, offer letter, or contract of any type, lost compensation, lost
wages, lost benefits, pain and suffering, or any other expectation of
remuneration or benefit on the part of Sanders. Other than the obligations
specifically set forth in this paragraph 1 and other than Sanders' rights, if
any, to indemnification under the Articles of Incorporation and By-laws of JPS
relating to his conduct as an officer of JPS, JPS shall have no other financial
obligations to Sanders under this Agreement. Sanders understands and agrees that
the payments and benefits described herein are greater than those to which
Sanders is otherwise entitled under applicable agreements, policies and
procedures.
2. Non-Admission of Liability. This Agreement shall not in any way be
construed as an admission by JPS that it has acted wrongfully with respect to
Sanders or any other person, or that Sanders has any rights whatsoever against
JPS, and JPS specifically disclaims any liability to or wrongful acts against
Sanders or any other person, on the part of itself, its employees, or its
agents.
3. Resignation of Employment: No Reemployment. Sanders and JPS agree that
active employment with JPS has terminated by Sanders' voluntary resignation as
an employee and officer of JPS and any of its affiliate companies and in all
other capacities relating to JPS, which was effective November 10, 1999. Sanders
and JPS further agree that he will not be reemployed by JPS, and that he will
not apply for or otherwise seek employment with JPS at any time. A breach of
this paragraph by Sanders will constitute a basis for refusal to employ Sanders
or to terminate him if already employed, and he shall have no cause of action
against JPS for such refusal or termination.
4. Non-Disparagement. Sanders agrees that he will not act in any manner
that might damage the business or reputation of JPS and/or any of its related
companies, successors, assigns, officers or directors. Sanders further agrees
that he will not counsel or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences, grievances, claims,
charges, or complaints against JPS and/or any officer, director, employee,
agent, representative, shareholder, or attorney of JPS, unless under a subpoena
or other court order to do so.
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5. Future Cooperation. With the exception of litigation wherein Sanders is
an individually-named and properly served defendant and wishes to take such
actions as he deems appropriate to defend himself, Sanders agrees that he will,
upon request by and at the expense of JPS, assist and cooperate with JPS in any
lawsuits, disputes, differences, grievances, claims, charges, or complaints
brought or threatened by any party against JPS or brought by JPS against any
party.
6. Cessation of Authority. Sanders understands and agrees that effective
November 10, 1999, he was and is no longer authorized to incur any expenses,
obligations, or liabilities on behalf of JPS.
7. Return of Company Materials and Property. Sanders understands and
agrees that he will immediately turn over to JPS all files, memoranda, records,
credit cards, and other documents, physical or personal property that Sanders
received from JPS and that are the property of JPS.
8. Secrecy and Non-Solicitation.
(a) Sanders recognizes that the services performed by him are special,
unique and extraordinary in that, by reason of his employment, he has acquired
confidential information and trade secrets concerning the operation of JPS, the
use or disclosure of which could cause JPS substantial loss and damages which
could not be readily calculated and for which no remedy at law would be
adequate. Accordingly, Sanders covenants and agrees with JPS that for a period
of at least two (2) years after his termination from JPS, he will not, directly
or indirectly, disclose any secret or confidential information that he has
learned by reason of his association with JPS or use any such information. The
term "confidential information" includes, without limitation, information not
previously disclosed to the public or to the trade by JPS's management with
respect to JPS's products, facilities and methods, trade secrets and other
intellectual property, systems, procedures, manuals, confidential reports,
products price lists, customer lists, financial information (including the
revenues, costs or profits associated with any of JPS's products), business
plans, prospects, employee or employees, compensation, or opportunities but
shall exclude any information already in the public domain which has been
disclosed to the public during the normal course of JPS's business.
(b) Customer Protection. For a period of two (2) years following the
termination of Sanders' employment, he covenants and agrees that he will not
solicit or attempt to solicit any business from JPS's customers, including
actively sought prospective customers, with whom he had Material Contact during
his employment, for the purpose of providing products or services competitive
with those provided by JPS. Material Contacts exist between Sanders and each
customer or prospective customers with whom he has dealt within the twelve
months prior to the last day worked, whose dealings with JPS were coordinated or
supervised by Sanders, or about whom Sanders obtained trade secrets or
confidential information as a result of his association with JPS.
(c) Nonsolicitation of Employees. Sanders further agrees that for a
period of two (2) years following his termination, Sanders shall not directly or
indirectly, on his behalf or on behalf
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of any person or other entity, solicit or induce, or attempt to solicit or
induce, any person who, on the date hereof, is an employee of JPS, to terminate
his or her employment with JPS, whether expressed in a written or oral agreement
or understanding or is otherwise an "at-will" employee.
(d) JPS shall be entitled to obtain a temporary restraining order
and/or a preliminary or permanent injunction restraining Sanders from engaging
in activities prohibited by this Paragraph 8 or such other relief as may be
required to specifically enforce any of the covenants in this Paragraph 8.
9. Complete Release. As a material inducement to JPS to enter
into this Agreement and subject to JPS's performance of its obligations
described in paragraph 1 hereof, Sanders hereby irrevocably and unconditionally
releases, acquits, and forever discharges JPS and each of JPS's owners,
predecessors, successors, assigns, agents, directors, officers, employees,
representatives, attorneys, and all persons acting by, through, under or in
concert with any of them (collectively "Releasees"), or any of them, from any
and all charges, complaints, claims, promises, and agreements, damages,
(including attorneys' fees and costs actually incurred) of any nature
whatsoever, known or unknown, suspected or unsuspected, including, but not
limited to, rights arising out of alleged violations of any contracts, express
or implied, including, but not limited to, the Employment Agreement, any
covenant of good faith and fair dealing, express or implied, or any tort,
including, but not limited to, fraudulent inducement, promissory estoppel, or
detrimental reliance, or any legal restrictions on JPS's right to terminate
employees, or any federal, state or other governmental statute, regulation, or
ordinance including, without limitation: (1) Title VII of the Civil Rights Act
of 1964 (race, color, religion, sex and national origin discrimination); (2) 42
U.S.C. ss. 1981 (race discrimination); (3) the Age Discrimination in Employment
Act, 42 U.S.C. ss.ss.621-634; (4) 29 U.S.C. ss.206(d)(1) (equal pay); (5)
Executive Order 11246 (race, color, religion, sex and national origin
discrimination); (6) Section 503 of the Rehabilitation Act of 1973 (handicap
discrimination); (7) the Americans with Disabilities Act, 42 U.S.C.
ss.ss.12101-12213; (8) the Family and Medical Leave Act, 29 U.S.C.
ss.ss.2601-2654; and (9) the Employee Retirement Income Security Program, 29
U.S.C. ss.ss.1001-1461 or other claims to retirement benefits or monies, except
as to those retirement benefits or other monies that have been accrued and
vested pursuant to the terms of the retirement or pension plans applicable to
Employee ("Claim" or "Claims"), which Sanders now has, owns or holds, or claims
to have, own or hold, or which Sanders at any time heretofore had, owned or
held, or claimed to have, own or hold, or which Sanders at any time hereinafter
may have, own or hold, or claim to have, own or hold against each or any of the
Releasees.
10. No Claims. Sanders represents that he has not filed any complaints,
charges, or lawsuits against JPS or any of its employees with any governmental
agency or any court, and that he will not do so at any time hereafter, or that
any such complaints, charges, or lawsuits filed prior to execution of this
Agreement will be withdrawn by Sanders immediately after this Agreement becomes
effective; provided, however, this shall not limit either party hereto from
filing a lawsuit for the sole purpose of enforcing its rights under this
Agreement.
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11. Confidentiality. Sanders represents and agrees that he will keep the
terms, amount, and fact of this Agreement completely confidential, and that he
will not hereafter disclose any information concerning this Agreement to anyone
other than Sanders' immediate family and professional representatives who will
be informed of and bound by this confidentiality clause; provided, however, that
Sanders shall be free to disclose to others any information relating to the
terms, amount and fact of this Agreement to the extent that JPS discloses any
such information to the public, including, without limitation, any information
disclosed in securities filings. If, pursuant to compulsion by court order or
other binding authority, Sanders may be or is required to disclose all or any
portion of the terms of this Agreement, Sanders shall immediately notify JPS,
which shall have the right to intervene in the proceedings from which said
compulsion has issued, in order to prevent or limit the extent of disclosure.
12. Consultation with Counsel. Sanders represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private
attorney, that Sanders has availed himself of this right, that Sanders has
carefully read and fully understands all of the provisions of this Agreement,
and that Sanders is voluntarily entering into this Agreement.
13. Knowing and Voluntary Waiver. For the purpose of implementing a full
and complete release and discharge of both parties, each party expressly
acknowledges that this Agreement is intended to include in its effect, without
limitation, all Claims which a party does not know or suspect to exist in his or
its favor at the time of execution hereof, and that this Agreement contemplates
the extinguishment of any such Claim or Claims. Sanders further expressly
acknowledges he is freely and voluntarily executing this Agreement, and that he
has had sufficient and reasonable time to consider this Agreement and its terms
before executing it.
14. No Representations. Sanders represents and acknowledges that in
executing this Agreement Sanders does not rely and has not relied upon any
representation or statement not set forth herein made by any of the Releasees or
by any of the Releasees' agents, representatives, or attorneys with regard to
the subject matter, basis, or effect of this Agreement or otherwise.
15. Acceptance and Revocation: This Agreement was presented to Sanders for
review and consideration on September 27, 1999 ("Review Date"). Sanders
understands that he has twenty-one (21) days from the Review Date within which
to decide whether to execute this Agreement and return it to JPS. If Sanders
does not return this Agreement fully executed within twenty-one (21) days of the
Review Date, any offer implied by the presentation of this Agreement for
Sanders' review and consideration is withdrawn in its entirety at that time.
Sanders further understands that he has seven (7) days after execution of this
Agreement within which to provide JPS with written notice of revocation of this
Agreement ("Revocation Period"). If said written notice of revocation is not
received by JPS by the close of business on the seventh day following Sanders'
execution of this Agreement, this Agreement shall be final, binding, and
irrevocable.
16. Effective Date: This Agreement shall not become effective in any
respect until the Revocation Period has expired without notice of revocation. In
the absence of Employee's revocation of this
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Agreement, the eighth day after Sanders' execution of this Agreement shall be
the "Effective Date" of this Agreement.
17. Sole and Entire Agreement. The Agreement sets forth the entire
agreement between the parties hereto, and fully supersedes any and all prior
agreements or understandings between the parties hereto pertaining to the
subject matter hereof;
18. Severability. The provisions of this Agreement are severable, and if
any part of it is found to be unenforceable, the other paragraphs shall remain
fully valid and enforceable. This Agreement shall survive the termination of any
arrangements contained herein.
19. Attorneys' Fees. In the event either party finds it necessary to
institute litigation to enforce the terms of this Agreement, the prevailing
party in such litigation shall be entitled to recover its reasonable attorneys'
fees, costs and expenses in connection with such litigation.
PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY BEFORE EXECUTING.
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE INCLUDES A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS.
Executed at _________, _________, this 29th day of September, 1999.
/s/ John W. Sanders, Jr.
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John W. Sanders, Jr.
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Executed at Greenville, South Carolina, this 29th day of September,
1999.
By:/s/ Michael L. Fulbright
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for JPS Industries, Inc.
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