1
Exhibit 10.7
October 30, 1995
JPS Textile Group, Inc.
Suite 202
555 North Pleasantburg Drive
Greenville, South Carolina 29607
Gentlemen:
This letter confirms my agreement with JPS Textile Group, Inc.
(the "Company"), for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, with respect to the following:
1. If the Company terminates my employment other than
for "cause" (as defined in Paragraph 2 below), or there is a change in control
or ownership; or in the event of my death; I shall be entitled to receive as
severance my annual base salary in effect at the time of such termination,
payable for a one year period, as if my employment had not been terminated
(this shall include fringe benefits accorded all active employees, except
L.T.D., provided all contributions are made, in addition, I shall receive after
the date of my termination a one-time bonus payment which shall be calculated
on the basis of the average of all prior years annual bonuses from 1989 until
the date of termination.
If at any time during the one year severance period I
elect to take a lump sum payment, it would equal the remaining equivalent of my
remaining salary and bonus amount and I would waive all other benefits outlined
above. In the event of my death, a lump sum payment would be mandatory and
payable to my estate.
2. For the purposes hereof, the term "cause" shall mean
any of the following:
(i) I shall have violated the provisions of Paragraph 3
hereof; or
(ii) I shall have committed an act of fraud, embezzlement,
theft or dishonesty against the Company; or
(iii) 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.
2
JPS Textile Group, Inc
October 30, 1995
Page 2
In the event that 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 3 below.
In the event that I leave the employ of the Company of my own accord other than
for the reasons in paragraph 1 above, the Company shall have no further
obligations pursuant to this letter agreement.
3. Recognizing that the knowledge, information and
relationship with customers, suppliers, and agents, and the knowledge of the
Company's and its subsidiary companies' 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 Company or
its subsidiary companies, are valuable and unique assets of the respective
businesses of the Company and its subsidiary companies, 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 Company or any of its
subsidiary companies, their business, personnel or policies, to any person,
firm, corporation or other entity, for any reason or purpose whatsoever. The
provisions of this Paragraph 3 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 Company, 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.
4. 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.
3
JPS Textile Group, Inc.
October 30, 1995
Page 3
5. 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 and the same
original instrument, and (iv) shall be governed and construed in accordance
with the laws of the State of South Carolina without regard to the conflicts of
law principles of such state.
Very truly yours,
By: /s/ David H. Taylor (Signature)
------------------------
Print Name: David H. Taylor
Print Title: EVP-Finance & Secretary
ACCEPTED AND AGREED TO:
JPS TEXTILE GROUP, INC.
By: /s/ Jerry E. Hunter
--------------------------------------
Jerry E. Hunter
President and Chief Executive Officer