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Exhibit 10.9
As of May 1, 1993
And Amended on Sepember 11, 1995
JPS Textile Group, Inc.
Suite 202
555 North Pleasantburg Drive
Greenville, South Carolina 29607
Gentlemen:
Recognizing that I have been employed in the textile
manufacturing business for more than thirty years and by JPS Converter and
Industrial Corp. (a wholly owned subsidiary of JPS Textile Group, Inc. (the
"Company")), since February, 1991, most recently as Vice President, Director of
Sales of the Apparel Group, and that you desire that I enter into the following
agreement in connection with my promotion as set forth below, this letter
confirms my agreement with the Company, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, with respect to
the following:
1. Except as provided in paragraph 2 or 3, the Company
shall employ me for the period commencing May 1, 1993 and ending on April 30,
1997 (the "Four-Year Period") as President of Marketing and Sales for the
Apparel and Home Furnishings Group of JPS Converter and Industrial Corp. I
shall have the powers, duties, responsibilities and authority that have
traditionally been accorded such position, which I shall exercise in accordance
with the goals and objectives established from time to time by senior
management. It is understood, agreed and accepted by me that the management
responsibilities of this new position will require additional travel over and
above my previous position. It is accepted and agreed that senior management
will require my presence a minimum of two (2) days per month for reviews in
Greenville, S.C. and one (1) to two (2) days per month for mangement reviews in
New York or other locations as may be specified. In addition, it is
understood, agreed and accepted that I will be required to travel to the extent
required to perform my job both in the U.S. and internationally either at my
discretion or at the request of senior management. The frequency and timing of
these travels may from time to time be close together or may be spread out over
several months. My annual base salary shall initially be $200,000, and I shall
have a bonus opportunity target of 50% of such salary. My base salary shall be
reviewed annually by senior management and may be increased but not decreased.
Factors that shall be taken into account in reviewing my salary shall include
but shall not be
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JPS Textile Group, Inc. 2 As of May 1, 1993
And Amended on September 11, 1995
limited to my personal performance, the performance of JPS Converter and
Industrial Corp., changes in the cost of living and changes in my
responsibilities or duties. My bonus shall be calculated for each fiscal year
of the Company, commencing with the fiscal year beginning November 1, 1992.
Senior management shall establish my bonus goals prior to the beginning of each
fiscal year, [except that bonus goals for the current fiscal year are attached
hereto]. My bonus shall be payable within 90 days after the end of each fiscal
year. I shall also be entitled to receive all fringe benefits provided for
active employees.
2. If the Company terminates my employment prior to the
end of the Four-Year Period other than for "cause" (as defined in Paragraph 3
below), I shall be entitled to receive as severance (a) an amount equal to my
annual base salary in effect at the time of such termination payable in the
ordinary course, as if my employment had not been terminated (this shall
include fringe benefits accorded all active employees, except L.T.D., provided
appropriate contributions are made by me as required), and (b) a pro-rata bonus
amount up to date of termination for the plan year in which such termination
occurs, according to the terms of the Plan; provided, however, that in no event
shall any payment be made pursuant to this Paragraph 2 to the extent such
payment would constitute an "excess parachute payment" as defined in Section
280G(b) of the Internal Revenue Code of 1986, as amended, or the corresponding
provisions of any successor statute. If the Company reduces my base salary or
bonus opportunity, diminishes my power, authority or responsibilities as
described in paragraph 1, requires me to relocate outside of New York City or
materially increases the amount of my travel to such an extent that I am unable
to perform the duties of my position as stated in paragraph 1, and provided
that I have communicated and discussed such with my immediate superior and
allowed a reasonable time for a resolution of the material increase in travel
or otherwise breaches its obligations to me hereunder and such action shall not
be cured within (30) days of my giving written notice to the company thereof, I
may terminate my employment and such termination shall be treated for the
purposes of this letter agreement as a termination by the Company other than
for cause.
3. Should I be terminated by the Company for cause, I
will receive only my base salary through the date of termination. For the
purposes hereof, the term "cause" shall mean any of the following:
(i) My failure to perform any material obligations of my
employment, which are generally recognized as required of the above
defined position and which I shall have failed to cure within thirty
(30) days after receiving written notice thereof from the Company; or
(ii) I shall have violated the provisions of Paragraph 4
hereof; or
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JPS Textile Group, Inc. 3 As of May 1, 1993
And Amended on September 11, 1995
(iii) I have committed an act of fraud, embezzlement,
theft, or dishonesty against the Company; or
(iv) I shall have been convicted of (or plead nolo
contendere to) any felony or any misdemeanor involving moral turpitude
or which might, in the reasonable opinion of the Company, cause
embarrassment to the Company.
In the event that during the Four-Year Period, the Company
elects to terminate my employment for "cause", the Company shall send me
written notice thereof terminating my employment and describing the action
constituting "cause", and thereupon the Company shall have no further
obligations pursuant to this letter agreement, but I shall have the obligations
provided for in Paragraph 4 below. In the event that during the Four-Year
Period, I leave the employ of the Company of my own accord (other than pursuant
to Paragraph 2), the Company shall have no further obligations pursuant to this
letter agreement but I shall have the obligations provided for in Paragraph 4
below.
4. (a) I hereby agree that during my employment and
during the period from the date of termination of my employment through and
including the date which is one year from the date of the termination of my
employment, I shall not, without the prior written approval of the Company,
directly or indirectly through any other person, firm or corporation, (i)
engage or participate in or become employed by or render advisory or other
services to or for any person, firm or corporation, or in connection with any
business enterprise, which is, directly or indirectly, in competition with any
of the business operations or activities of the JPS Converter and Industrial
Corp., (ii) solicit, raid, entice or induce any person or organization who on
the date of termination of employment is, or within the last six (6) months of
my employment was a customer of the JPS Converter and Industrial Corp., to
become a customer of any person, firm or corporation, and I shall not approach
any such customer for such purpose or knowingly approve the taking of such
actions by other persons, or (iii) solicit, raid, entice or induce any such
person who on the date of termination of my employment is, or within the last
six (6) months of my employment by the JPS Converter and Industrial Corp. was,
an employee of the JPS Converter and Industrial Corp., to become employed by
any person, firm or corporation, and I shall not approach any such employee for
such purpose or authorize or knowingly approve the taking of such actions by
any other person; provided, however, that I shall not be bound by the
restrictions contained in clause (i) of this Paragraph 4(a) if the Company
terminates my employment prior to the third anniversary of the date hereof
other than for "cause" (as defined in Paragraph 3 hereof) and the restrictions.
For the purposes hereof, a person, firm, corporation or other business
enterprise shall be deemed to be in competition with the JPS Converter and
Industrial Corp. if more than 5% of its revenues are derived from the
manufacture or sale of
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And Amended on September 11, 1995
products of the kind manufactured and sold by the JPS Converter and Industrial
Corp., within any geographic area in which the JPS Converter and Industrial
Corp. operates or sells its products.
(b) Recognizing that the knowledge, information and
relationship with customers, suppliers, and agents, and the knowledge of the
JPS Converter and Industrial Corp.'s business methods, systems, plans and
policies which I have established, received or obtained during my employment or
hereafter shall establish, receive or obtain as an employee of the JPS
Converter and Industrial Corp., are valuable and unique assets of the JPS
Converter and Industrial Corp., I agree that, during my employment and at all
times thereafter, I shall not (otherwise than pursuant to my duties) disclose
or use, without the prior written approval of the Company, any such knowledge
or information pertaining to the JPS Converter and Industrial Corp., its
business, personnel or policies, to any person, firm, corporation or other
entity, for any reason or purpose whatsoever. The provisions of this Paragraph
4(b) shall not apply to information which is or shall become generally known to
the public or the trade (except by reason of the breach of my obligations
hereunder), information which is or shall become available in trade or other
publications, information known to me prior to entering the employ of the JPS
Converter and Industrial Corp., and information which I am required to disclose
by law or an order of a court of competent jurisdiction. If I am required by
law or a court order to disclose such information, I shall notify the Company
of such requirement prior to disclosing such information and provide the
Company an opportunity (if the Company so elects) to contest such law or court
order.
5. If any provision of this letter agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this letter agreement or the
application of such provision to such person or circumstances other than those
to which it is so determined to be invalid and unenforceable, shall not be
affected thereby, and each provision hereof shall be validated and shall be
enforced to the fullest extent permitted by law.
6. Any claims or disputes arising under this letter
agreement, including any action to enforce payment of any amounts payable under
Paragraph 2 or 3 or the covenants set forth in Paragraph 4, shall be resolved
by binding arbitration under the rules of the American Arbitration Association
then in effect in the State of New York, by an arbitrator acceptable to both
the Company and me. If we cannot agree on an acceptable arbitrator within ten
(10) days, the dispute shall be heard by a panel of three arbitrators, one
appointed by each of us and the third appointed by the other two arbitrators.
Each of us shall appoint our arbitrator within ten (10) days, and the two
arbitrators shall agree on a third arbitrator within an additional ten (10)
days. Any such
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And Amended on September 11, 1995
arbitration shall be held in New York, New York (or in such other location as
may be agreed to by the parties) and shall be completed within a further ninety
(90) days. Each party shall bear its own costs of such arbitration. The
judgment of the arbitrators may be enforced in any court having jurisdiction
over the party against whom the award is made. If I prevail in asserting any
claim the Company shall pay interest on the amount determined to be due from
the date payment of such amount should otherwise have been paid to the date of
payment, at the rate of 8% compounded annually.
7. This letter agreement (i) is in lieu of any other
provision for severance payments by the Company which are hereby waived, (ii)
contains the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
with respect thereto, (iii) may be executed and delivered in one or more
counterparts, all of which taken together shall constitute but one of the same
original instrument, and (iv) shall be governed and construed in accordance
with the laws of the State of New York without regard to the conflicts of law
principles of such state.
Very truly yours,
By: /s/ Carl Rosenbluth
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Carl Rosen
President of Marketing and
Sales for the Apparel and
Home Furnishings Group
ACCEPTED AND AGREED TO:
JPS TEXTILE GROUP, INC.
By: /s/ Jerry E. Hunter
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Name: Jerry E. Hunter
Title: President and Chief Executive Officer