Exhibit (10p)
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT ("Agreement") effective the 30th day of April,
2003 (the "Effective Date"), by and between UNIFI, INC., a New York corporation
(hereinafter referred to as "UNIFI" or the "Company"), and G. ALFRED WEBSTER
(hereinafter referred to as "EMPLOYEE");
W I T N E S S E T H:
WHEREAS, EMPLOYEE has been employed by UNIFI; and
WHEREAS, the Company and EMPLOYEE have determined that the EMPLOYEE'S
employment with the Company will be terminated on the Effective Date under the
terms of this Agreement; and
WHEREAS, under the terms set forth in this Agreement, EMPLOYEE and
UNIFI agree to settle any and all claims, obligations and/or causes of action
that one may have against the other arising from EMPLOYEE'S employment with the
Company; and
WHEREAS, EMPLOYEE HEREBY ACKNOWLEDGES THAT HE WAS UNDER NO OBLIGATION
WHATSOEVER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND THAT PRIOR TO EXECUTING
THIS AGREEMENT HE WAS GIVEN THE OPPORTUNITY TO REQUEST A COPY OF THIS AGREEMENT
AND DELAY HIS DECISION WHETHER OR NOT TO ACCEPT THE TERMS OF THIS AGREEMENT FOR
UP TO FORTY-FIVE (45) DAYS FOR ANY REASON, INCLUDING TO CONFER WITH ANY LAWYER
OR OTHER ADVISOR HE MAY WISH TO CONSULT; and
WHEREAS, EMPLOYEE also acknowledges that he has received a document
identifying the job title and age of each employee in his decisional unit, and
whether or not each employee was selected for termination.
NOW, THEREFORE, in consideration of these premises and mutual
agreements herein contained, and intending to be legally bound hereby, the
Parties agree as follows:
SECTION 1. CONSIDERATION - UNIFI agrees to pay EMPLOYEE the sum of
Seven Hundred Forty Thousand Sixteen Dollars and 00/100
($740,016.00) as severance due to termination of his
employment with Unifi (the "Severance Payment"). The
Promissory Note Balance of $65,598.07 as set forth in Section
8A below plus an additional $29,519.13 in United States and
North Carolina withholding taxes on the Promissory Note
Balance (i.e. $65,598.07 x .45) shall be deducted from the
Severance Payment to get the resulting balance of severance
due to EMPLOYEE of Six Hundred Forty-Four Thousand Eight
Hundred Ninety-Eight Dollars and 80/100 ($644,898.80) (the
"Resulting Severance Payment"). The Resulting Severance
Payment shall be paid to EMPLOYEE in twenty (20) equal monthly
installments of Thirty Thousand Eight Hundred Thirty-Four
Dollars and 00/100 ($30,834.00) beginning on the regular
payroll date for salaried employees of UNIFI in May 2003 and
continuing until December 2004 and one final monthly
installment of Twenty-Eight Thousand Two Hundred Eighteen
Dollars and 80/100 ($28,218.80) on the regular payroll date
for salaried employees of UNIFI in January 2005 (the "Monthly
Payments"). Each such Monthly Payment will be subject to all
applicable federal and state taxes. The parties agree that the
Company has no prior legal obligation to make the Severance
Payment or to provide any of the other benefits set forth in
this Agreement to the EMPLOYEE.
SECTION 2. RESIGNATION FROM COMPANY - On the Effective Date, EMPLOYEE
shall execute a written Resignation in the form of Exhibit "A"
attached hereto resigning as an employee of the Company.
SECTION 3A. MEDICAL AND DENTAL INSURANCE - UNIFI will continue to
provide EMPLOYEE medical and dental coverage similar to the
medical and dental coverages at that time being provided to
regular employees covered by the terms of the Unifi, Inc.
Employee Welfare Benefit Plan then in effect (the "Medical
Plan"), until the earlier of the last day of the month in
which EMPLOYEE attains the age of 65 years or until such time
as EMPLOYEE has began new employment, including gainful
self-employment (as determined by Unifi in its sole
discretion). EMPLOYEE shall be eligible to receive such
medical and dental benefits in order that he may obtain
coverage for himself and his dependents, as the term
"dependent" is defined in the medical plan, so that the
following shall apply to coverage of EMPLOYEE and his
dependents.
(A) As a condition of coverage of EMPLOYEE, he must pay for
each month of coverage an amount equal to the premium paid for
such month by an active employee for coverage under the
Medical Plan. During the time when Monthly Payments, if any,
are being made, such premiums shall be paid by deductions from
such installments unless UNIFI in its sole discretion
determines otherwise. Thereafter, such premiums shall be due
on the first day of the month to which they apply, and the
medical and dental coverage shall be terminated unless such
premiums are received when due, without any grace period.
(B) As a condition of coverage of a Dependent, EMPLOYEE must
pay for each month of coverage an amount equal to the premium
paid for such month by any active employee for coverage of a
Dependent under the Medical Plan. During the time when Monthly
Payments, if any, are being made, such premiums shall be paid
by deductions from such installments unless UNIFI in its sole
discretion determines otherwise. Thereafter, such premiums
shall be due on the first day of the month to which they
apply, and the medical and dental coverage shall be terminated
unless such premiums are received when due, without any grace
period.
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(C) The terms of medical and dental coverage for EMPLOYEE and
his Dependents at any given time shall be the terms applicable
to active employees and their Dependents at such time. It is
explicitly understood and agreed that any amendments to or
alteration of the Medical Plan (including any amendment
terminating the Medical Plan) may be applicable to EMPLOYEE
and his Dependents without regard to whether the amendment or
alteration was adopted or made before or after the Effective
Date, and/or the date EMPLOYEE entered into this Agreement
and/or chose not to revoke this Agreement. It is explicitly
understood and agreed that a Dependent will lose medical and
dental coverage on the earlier of the last day of the month in
which EMPLOYEE attains the age of 65 years or until such time
as EMPLOYEE has began new employment, including gainful
self-employment (as determined by Unifi in its sole
discretion). It is explicitly understood and agreed that no
benefits under the Employee Welfare Plan will be provided
(including, without limitation, benefits under the portions of
the Welfare Benefit Plan that provide benefits in the event of
disability, life insurance coverage, and accidental death and
dismemberment coverage) except as specifically provided
herein.
SECTION 3B. COBRA, ETC. - It is understood that this Agreement does
not waive or abrogate EMPLOYEE'S entitlement to health
insurance benefits under COBRA or to vested retirement funds
in UNIFI'S retirement plans. Any retirement benefits to which
EMPLOYEE is entitled shall be governed by the terms of such
retirement plans.
SECTION 4. OTHER BENEFITS AND AGREEMENTS -
a. UNIFI agrees to provide and pay for all reasonable
outplacement services of EMPLOYEE until the sooner of
April 30, 2005 or until such time as EMPLOYEE has
obtained new employment.
b. EMPLOYEE agrees that except as specifically set forth
in this Agreement no other provision is granted for
continued vacation pay, automobile allowance,
education renewal, tuition reimbursement, mobile
telephone service or other benefits of any nature,
type or kind after the Effective Date, and that he
will return to UNIFI or any subsidiary or affiliate
of UNIFI all company property, documents, notes,
software, programs, data and any other materials
(including any copies thereof) in his possession.
EMPLOYEE does hereby consent and agree that he shall
have no other right, claim, demand or interest of any
nature, type or kind or commence any type of legal
action (including administrative charges or lawsuits)
against UNIFI, its subsidiaries or affiliates, and
any of their officers, directors, shareholders,
representatives, counsel, or agents.
SECTION 5. TAXES - EMPLOYEE will be responsible for any federal, state
or local taxes which may be owed by him by virtue of the
receipt of any portion of the consideration herein provided.
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SECTION 6. UNVESTED RESTRICTED STOCK AWARDS -EMPLOYEE under the 1999
Unifi, Inc. Long-Term Incentive Plan was awarded on October
21, 1999 5,000 shares of Unifi, Inc. restricted stock and
executed a Restricted Stock Agreement in connection with said
award ("Restricted Agreement"). The Committee, in exercising
its authority under the Plan and contingent on EMPLOYEE
fulfilling all his obligations under the term of this
Agreement, hereby modifies the Restricted Agreement to provide
that the 2,000 unvested shares of restricted stock awarded to
EMPLOYEE shall be fully vested as of the Effective Date. All
other terms and conditions of the Restricted Agreements shall
remain in full force and effect as written. This provision of
the Agreement shall be null and void and said 2,000 unvested
shares of restricted stock shall lapse under the terms of the
Restricted Agreement if EMPLOYEE, in the sole and absolute
discretion of UNIFI, does not meet all of his obligations
under the term of this Agreement in a timely manner.
SECTION 7. STOCK OPTIONS - EMPLOYEE was granted stock options under
Unifi, Inc.'s 1992 Incentive Stock Option Plan, 1996
Non-Qualified Stock Option Plan, 1996 Incentive Stock Option
Plan and 1997 Non-Qualified Stock Option Plan. Stock Option
Agreements dated October 21, 1993 for 10,000 stock options,
September 22, 1994 for 36,830 stock options, April 18, 1995
for 50,000 stock options, April 18, 1996 for 10,000 stock
options, October 22, 1998 for 15,000 stock options, April 17,
1997 for 10,000 options, October 22, 1998 for 15,000 stock
options, October 21, 1999 for 69,722, October 2, 2001 for
25,000 stock options and January 23, 2002 for 100,000 stock
options were entered into in relation to the respective
outstanding stock options granted. It is hereby agreed that as
long as EMPLOYEE has not breached the terms of this Agreement,
that the termination date for all previously vested stock
options under the aforesaid Stock Option Agreements shall be
modified and amended to mean April 30, 2005, and EMPLOYEE
shall have until that date to exercise all such previously
vested options. It is further agreed that at such time as
EMPLOYEE has paid all amounts due and owing to the Company
hereunder (including those amounts due to the Company under
Section 8 hereof) any currently unvested options shall vest
and shall be exercisable by EMPLOYEE until April 30, 2005. If
EMPLOYEE shall breach any of the provisions of this Agreement,
all such stock options (whether currently vested or unvested)
shall immediately terminate and EMPLOYEE will not be entitled
to exercise any of his stock options. The terms of the
aforementioned Stock Option Agreements shall hereafter be
deemed modified and amended to give effect to this Section 7
and all such stock options shall be deemed and treated as
non-qualified stock options. All other terms of said Stock
Option Agreements shall continue in full force and effect as
previously agreed to.
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SECTION 8. OTHER AGREEMENTS -
A. PROMISSORY NOTES - EMPLOYEE previously executed
Promissory Notes dated October 21, 1999 in the
principal amount of $25,171.88 and December 31, 2000
in the principal amount of $39,150.00 to UNIFI. The
total amount due on said promissory notes of
$65,598.07 (the "Promissory Note Balance")
($25,171.88 principal and $510.15 accrued interest
from January 1 to April 30, 2003 on the October 21,
1999 promissory note + $39,150.00 principal and
$766.04 accrued interest from January 1 to April 30,
2003 on the December 31, 2000 promissory note) shall
be deducted from the Severance Payment as set forth
in Section 1 hereof.
B. COLLATERAL ASSIGNMENT SPLIT DOLLAR LIFE INSURANCE
AGREEMENT EFFECTIVE JANUARY 1, 2000 (the "Collateral
Agreement", the terms of which are incorporated
herein by reference) - On or before June 30, 2003,
EMPLOYEE will:
i. Pay UNIFI an amount, as determined by Unifi
in its sole discretion, equal to the
short-fall in the cash surrender value of
the Phoenix Policy (Phoenix Home Life Mutual
Insurance Company policy #2764543) (the
"Short-fall Payment", being the amount due
UNIFI by the EMPLOYEE pursuant to the terms
of the Collateral Assignment, the terms of
which are incorporated herein by reference)
and pursuant to Section 4.2 of the
Collateral Agreement, assign to UNIFI all of
his interest in the Policy. EMPLOYEE will
execute such other and further documentation
as requested by UNIFI (in UNIFI'S sole
discretion) as is necessary to transfer any
and all interests of EMPLOYEE in the Policy
to UNIFI; or
ii. Pay or cause his new Employer to pay to
UNIFI an amount equal to the total aggregate
premiums paid by UNIFI on the Phoenix
Policy. After receipt of such reimbursement
of total aggregate premiums by UNIFI, UNIFI
shall assign all of its interests in the
Policy and the Split Dollar Agreement to
such new employer of EMPLOYEE.
Should EMPLOYEE notify UNIFI on or before June 10, 2003, that
he will be obligated to pay UNIFI the Short-fall Payment,
UNIFI shall pay to EMPLOYEE as an additional severance payment
on the regular payroll date for salaried employees of Unifi in
June 2003, an amount equal to the Short-fall Payment as
provided in subsection 8.b. above. Such additional severance
payment will be grossed up for all applicable federal and
state withholding taxes, as determined by UNIFI in its sole
discretion, such that the net additional proceeds shall equal
the Short-fall Payment.
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C. EXECUTIVE SPLIT DOLLAR LIFE INSURANCE AGREEMENT DATED
JULY 1, 1990 (the "Executive Agreement", the terms of
which are incorporated herein by reference) - On or
before June 30, 2003, EMPLOYEE will:
i. Pay or cause his new Employer to pay to
UNIFI an amount equal to the total aggregate
premiums paid by UNIFI on the Pacific Life
Policies 0451316490 and 0451625140 [formerly
Confederation Life policies 5 131 649 and 5
162 514, respectively]. After receipt of
such reimbursement of total aggregate
premiums by UNIFI, UNIFI shall assign all of
its interests in such Pacific Life Policies
and the Executive Agreement to the EMPLOYEE
or such new employer of EMPLOYEE; or
ii. Notify Unifi that he is not going to repay
the total aggregate premiums paid by UNIFI
on the Pacific Life Policy, but, instead
assign to UNIFI all of his interest in said
policies. EMPLOYEE will execute such other
and further documentation as requested by
UNIFI (in UNIFI'S sole discretion) as is
necessary to transfer any and all interests
of EMPLOYEE in the Pacific Life Policy to
UNIFI.
D. SPLIT DOLLAR LIFE INSURANCE AGREEMENT DATED JANUARY
1, 1993 (the "Split Dollar Agreement", the terms of
which are incorporated herein by reference) - On or
before June 30, 2003, EMPLOYEE will:
i. Pay or cause his new Employer to pay to
UNIFI an amount equal to the total aggregate
premiums paid by UNIFI on Pacific Life
Policy 0451994000 [formerly Confederation
Life policy 5 199 400]. After receipt of
such reimbursement of total aggregate
premiums by UNIFI, UNIFI shall assign all of
its interests in the Pacific Life Policy No.
2 and the Split Dollar Agreement to the
EMPLOYEE or such new employer of EMPLOYEE;
or
ii. Notify Unifi that he is not going to repay
the total aggregate premiums paid by UNIFI
on said Pacific Life Policy, but, instead
assign to UNIFI all of his interest in such
policy. EMPLOYEE will execute such other and
further documentation as requested by UNIFI
(in UNIFI'S sole discretion) as is necessary
to transfer any and all interests of
EMPLOYEE in the Pacific Life Policy No. 2 to
UNIFI.
E. COOPERATION - EMPLOYEE agrees to fully cooperate with
and assist UNIFI in transitioning his work
assignments to others in the Company.
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SECTION 9. DISCLOSURE OF CONFIDENTIAL INFORMATION - EMPLOYEE agrees that:
(A) For a period of five (5) years from the date of this
Agreement, he will not disclose or make available to any
person or other entity any trade secrets, confidential
information, as hereinafter defined, or "know-how" relating to
UNIFI'S, its affiliates' and subsidiaries', businesses without
written authority from UNIFI'S General Counsel, unless he is
compelled to disclose it by judicial process.
CONFIDENTIAL INFORMATION - shall mean all information
about UNIFI, its affiliates or subsidiaries, or relating to
any of their products or any phase of their operations, not
generally known to their competitors or which is not public
information, which EMPLOYEE knows or acquired knowledge of
during the term of his employment.
(B) DOCUMENTS - under no circumstances shall EMPLOYEE remove
from UNIFI'S offices any of UNIFI'S books, records, documents,
files, computer discs or information, reports, presentations,
customer lists, or any copies of such documents without
UNIFI'S written consent, nor shall he make any copies of
UNIFI'S books, records, documents, or customer lists for use
outside of UNIFI, except as specifically authorized in writing
by UNIFI'S General Counsel.
SECTION 10. NON-COMPETE -
(A) EMPLOYEE agrees that for a period of two (2) years from
the Effective Date he will not, in a capacity which actually
competes with UNIFI, seek employment or consulting
arrangements with or offer advice, suggestions, or input to
any company, entity or person, which may be construed to be
UNIFI'S competitor, and
(B) EMPLOYEE agrees that he will not directly or indirectly,
for a period of two (2) years from the Effective Date, own any
interest in, other than ownership of less than two percent
(2%) of any class of stock of a publicly held corporation,
manage, operate, control, be employed by, render advisory
services to, act as a consultant to, participate in, assess or
be connected with any competitor, as hereinafter defined, in a
capacity which actually competes with Unifi, unless approved
by the General Counsel of UNIFI.
COMPETITOR - shall mean any company (incorporated or
unincorporated), entity or person engaged, with respect to
EMPLOYEE'S employment, in the business of developing,
producing, or distributing a product similar to any product
produced by UNIFI, its affiliates or subsidiaries, prior to
the Effective Date.
SECTION 11. BREACH - EMPLOYEE understands and agrees that UNIFI'S
obligation to perform under this Agreement is conditioned upon
EMPLOYEE'S covenants and
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promises to UNIFI as set forth herein. In the event EMPLOYEE
breaches any such covenants and promises, or causes any such
covenants or promises to be breached, UNIFI in its sole and
absolute discretion shall have the option to terminate its
performance of its obligations under this Agreement, and UNIFI
shall have no further liability or obligation to EMPLOYEE.
EMPLOYEE acknowledges that compliance with Sections 9 and 10
of this Agreement is necessary to protect UNIFI'S businesses
and goodwill; a breach of said paragraph will do irreparable
and continual damage to UNIFI and an award of monetary damages
would not be adequate to remedy such harm; therefore, in the
event he breaches or threatens to breach this Agreement, UNIFI
shall be entitled to both a preliminary and permanent
injunction in order to prevent the continuation of such harm.
Nothing in this Agreement however, shall prohibit UNIFI from
also pursuing any other remedies.
SECTION 12. RELEASES AND WAIVERS OF EACH PARTY - The parties hereto agree
as follows:
(A) EMPLOYEE hereby fully, completely and unconditionally
releases and forever discharges any and all claims,
rights, demands, actions, obligations, liabilities,
and causes of action of any and every kind, which he
or his heirs, personal representatives or assigns
ever had, or now have, or hereafter may have (based
on events transpiring on or before the Effective
Date) against UNIFI, its subsidiaries and affiliates
and their respective officers, directors,
shareholders, representatives, counsel and agents, in
each case past or present, of whatsoever kind and
nature, in law, equity or otherwise, arising out of
or in any way connected with his employment,
association or other involvement or any type, nature
and kind with UNIFI. THIS RELEASE AND WAIVER INCLUDES
BUT IS NOT LIMITED TO CLAIMS ARISING UNDER FEDERAL,
STATE OR LOCAL LAWS PROHIBITING EMPLOYMENT
DISCRIMINATION (INCLUDING THE AGE DISCRIMINATION IN
EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, AND THE AMERICAN WITH DISABILITIES ACT) OR
CLAIMS GROWING OUT OF ANY LEGAL RESTRICTIONS ON THE
COMPANY'S RIGHTS TO TERMINATE ITS EMPLOYEES.
(B) UNIFI hereby fully, completely and unconditionally
releases and forever discharges any and all claims,
rights, demands, actions, obligations, liabilities,
and causes of action of any and every kind, which it,
its successors or assigns ever had, or now have, or
hereafter may have (based on events transpiring on or
before the Effective Date) against EMPLOYEE, his
heirs, personal representatives or assigns, in each
case past or present, of whatsoever kind and nature,
in law, equity or otherwise, arising out of or in any
way connected with his employment, association or
other involvement with UNIFI.
(C) EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY
UNDERSTANDS THE PROVISIONS OF THIS AGREEMENT, HAS HAD
SUFFICIENT TIME TO EVALUATE THE TERMS OF THIS
AGREEMENT, HAS BEEN ADVISED TO CONSULT WITH COUNSEL
BEFORE SIGNING
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THIS AGREEMENT, AND FREELY AND WITHOUT RESERVATIONS
ENTERS INTO THIS AGREEMENT AND THE WAIVERS AND
RELEASES CONTAINED HEREIN. EMPLOYEE hereby further
acknowledges that in making this Agreement and
Release that he understands that he is relying upon
his own judgment, belief and knowledge of the extent
and nature of said claims and payments or that of his
own advisors and expressly acknowledges and confirms
that he has not been influenced to any extent
whatsoever in making this Agreement and Release by
any representations or statements regarding any
payments, claims or conditions or regarding any other
matters as made by any other person connected with or
represented by any of the Parties of this Agreement.
(D) The Parties hereto agree that this is a compromised
settlement of a doubtful and disputed claim or right
to act and the payment of the funds herein and the
performance of this Agreement shall not be construed
as an admission of liability or responsibility on the
part of any of the Parties hereto other than
expressly provided for herein. This Agreement shall
be deemed to be strictly confidential by and between
these Parties and by express agreement and
understanding this Agreement shall not be deemed,
referenced, cited or referred to by the Parties
hereto or any other third parties relating to
EMPLOYEE'S employment with UNIFI, nor shall this
Agreement be used as evidence in any litigation
between and among the Parties to this Agreement (or
any other third parties) except to establish only
between the Parties to this Agreement specifically
the terms and conditions set forth therein. Further,
the Parties hereby covenant and agree that upon the
execution of this document and prior thereto that
they have not nor will they in the future discuss
with anyone the terms and conditions of this
Agreement or anything pertaining to the terms and
conditions of this Agreement, the negotiation of the
terms and conditions of this Agreement, the
settlement terms and conditions of this Agreement or
the details of this Agreement, except as required by
court order or with the written consent of all
parties to this Agreement. Further, all Parties
hereto agree that upon receipt of a subpoena or any
formal legal request for information covered by or
contained in this Agreement that they will as soon as
practical notify one another in writing of such
pending request to the persons at the addresses set
forth herein and that the terms of this Agreement
shall remain confidential and shall only be disclosed
by any Party hereto as that Party is ordered to do so
by a court of competent jurisdiction, or as required
for the preparation of any state or federal tax
return.
SECTION 13. WAIVER OF RIGHTS - If, in one or more instances, either
Party fails to insist that the other Party perform any of the
terms of this Agreement, such failure shall not be construed
as a waiver by such Party of any past, present, or future
right granted under this Agreement, and the obligations of
both Parties under this Agreement shall continue in full force
and effect.
SECTION 14. SURVIVAL - Except for a termination of this Agreement by
EMPLOYEE within seven days of the execution of this Agreement
as set forth in Section 22 of this
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Agreement, the obligations contained in this Agreement shall
survive the termination of this Agreement. Additionally, the
EMPLOYEE acknowledges that the restrictions and covenants
contained in paragraphs 9 and 10 are reasonable and necessary
to protect the legitimate business interests of the Company
and will not impose an economic hardship on the EMPLOYEE. If
any provision of this Agreement is held to be in any respect
illegal, invalid or unenforceable under present or future law,
such provisions shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or
unenforceable provisions had never comprised a part hereof,
and the remaining provisions hereof shall remain in full force
and effect and shall not be affected by the illegal, invalid
or unenforceable provision or by its severance here from.
Furthermore, in lieu of such illegal, invalid or unenforceable
provision, the same shall be reformed and modified
automatically to be as similar in terms to such illegal,
invalid or unenforceable provision as may be possible and be
legal, valid and enforceable. In addition, the termination of
this Agreement shall not affect any of the rights or
obligations of either party arising prior to, or at the time
of, the termination of this Agreement, or which may arise by
any event causing the termination of this Agreement.
SECTION 15. NOTICES - Any notice required or permitted to be given
under this Agreement shall be sufficient, if in writing and if
sent by registered or certified mail, postage prepaid, or
telecopier to:
EMPLOYEE
G. Alfred Webster
1026 Rockford Road
High Point, NC 27262
and to:
UNIFI
Attn: Charles F. McCoy
7201 W. Friendly Avenue (27410)
P.O. Box 19109
Greensboro, NC 27419-9109
Fax: (336) 856-4364
SECTION 16. ASSIGNMENT - The rights and obligations of UNIFI under
this Agreement shall inure to the benefit of and be binding
upon its successors and assigns. The rights and obligations of
EMPLOYEE under this Agreement shall inure to the benefit of
and be binding upon his heirs, personal representative,
successors and assigns. This Agreement may not be assigned or
otherwise transferred voluntarily or involuntarily by
EMPLOYEE.
SECTION 17. ARBITRATION - In the event of any differences of opinion
or disputes, between EMPLOYEE and UNIFI, with respect to the
construction or interpretation of this Agreement or the
alleged breach thereof, which cannot be settled amicably by
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agreement of the Parties, such disputes shall be submitted to
and determined by arbitration by a single arbitrator in the
City of Greensboro, North Carolina, in accordance with the
rules of the American Arbitration Association and judgment
upon the award shall be final, binding and conclusive upon the
Parties and may be entered in the highest court, state or
federal, having jurisdiction.
SECTION 18. APPLICABLE LAW - This Agreement shall be interpreted and
construed under the laws of North Carolina.
SECTION 19. ENTIRE AGREEMENT - This Agreement contains the entire
agreement of the Parties and supersedes all prior agreements
and understandings, oral or written, if any, relating to the
EMPLOYEE'S employment and termination of employment with the
Company, except that any Confidentiality Agreements that were
previously executed by EMPLOYEE before or during the term of
his employment with UNIFI remain in full force and effect. If
there are any conflicts in the terms of this Agreement and
such other Confidentiality Agreements, the terms of this
Agreement shall control. This Agreement may not be changed or
altered, except by an agreement in writing signed by the Party
against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
SECTION 20. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for
all purposes and all of which shall be deemed collectively to
be one agreement, but in making proof hereof it shall be
necessary to exhibit only one such counterpart.
SECTION 21. CONTINUING OBLIGATIONS. EMPLOYEE hereby agrees that he
will execute from time to time after the Effective Date any
and all such documents, agreements, instruments,
certifications, consents, statements, waivers, and/or releases
as UNIFI shall request as is necessary to implement and
institute the intents and purposes of this Agreement.
Additionally, EMPLOYEE acknowledges and agrees that UNIFI
shall have the right to set off any obligations owed by
EMPLOYEE to UNIFI against the Severance Payment and/or Monthly
Payments and other benefits granted to EMPLOYEE by UNIFI under
the terms of this Agreement.
SECTION 22. EMPLOYEE'S RIGHT TO REVOKE - NOTWITHSTANDING OTHER
PROVISIONS HEREIN TO THE CONTRARY, EMPLOYEE HAS THE RIGHT TO
REVOKE THIS AGREEMENT AND ACCEPTANCE OF SEVERANCE PAY PROVIDED
HEREIN WITHIN SEVEN (7) DAYS FROM THE DATE EMPLOYEE EXECUTES
THIS AGREEMENT. TO EXERCISE THIS RIGHT TO REVOKE, EMPLOYEE
MUST NOTIFY THE COMPANY IN WRITING OF HIS DECISION TO REVOKE
AS SET FORTH IN SECTION 15 OF THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under their respective hands and seals as of the day and year first above
written.
EMPLOYEE:
G. ALFRED WEBSTER (Seal)
------------------------------------
G. ALFRED WEBSTER
UNIFI, INC.
BY: CHARLES F. MCCOY
--------------------------------
CHARLES F. MCCOY
Vice President
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EXHIBIT "A"
RESIGNATION
Pursuant to the terms of an Agreement effective April 30, 2003, by and
between UNIFI, INC. (the "Company") (the terms of which Agreement are
incorporated herein by reference) and G. ALFRED WEBSTER ("EMPLOYEE"), EMPLOYEE
does hereby resign as an employee, officer, director, manager or from any other
positions of the Company and/or any of its subsidiaries or affiliates, except
EMPLOYEE does not resign as a member of the Unifi, Inc. Board of Directors.
This resignation is effective the 30th day of April 2003.
G. ALFRED WEBSTER (SEAL)
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G. ALFRED WEBSTER
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