FIELDCREST CANNON, INC.
INTER-OFFICE CORRESPONDENCE
July 15, 1996
PERSONAL & CONFIDENTIAL
Mr. R. E. Dellinger
Bath Division
Kannapolis
RE: 1996 AMENDMENT TO EMPLOYEE RETENTION AGREEMENT
Dear Bob:
Fieldcrest Cannon, Inc. (the "Company") and you entered into an
Employee Retention Agreement effective July 9, 1993. The Company now deems it
appropriate to amend the Agreement as follows:
1. Delete Section 7 and substitute the following therefor:
SALE OF BUSINESS OR ASSETS.
If the Company sells all or substantially all of its business
or assets or if the Company sells all or substantially all of its
business or assets of a Division of which you are an employee to an
entity (the "Purchaser"), you will be entitled to receive the Change in
Control Severance Benefits on the effective date of such sale. In
determining such benefits, the hospitalization or medical reimbursement
plan in effect immediately preceding such effective date shall be
continued in effect without change (except any change that may be
mandated by law) for the period for which you are entitled to coverage.
Notwithstanding the foregoing, the Change in Control Severance Benefits
shall not be payable if you enter the employment of the Purchaser, or
if you fail to enter such employment but the Purchaser offers you the
following: (i) employment in a senior executive position having
authority and responsibility comparable to your authority and
responsibility with the Company immediately preceding the sale, and
(ii) compensation and benefits at least as great as provided to you by
the Company immediately preceding the sale, including without
limitation severance benefits in the event of your termination of
employment with the Purchaser at least as great as herein provided (but
not conditioned on a change in control of the Purchaser).
Notwithstanding the preceding sentence, the vesting set forth in
Subsection 5(d) shall be required on the effective date of the sale,
regardless of any subsequent events.
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2. Delete Section 9(a) and substitute the following therefor:
SUCCESSORS; BINDING AGREEMENT.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company or all or
substantially all of the business or assets of a Division expressly to
assume and agree to perform this Agreement to the same extent that the
Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain an assumption of this Agreement
prior to the effectiveness of any succession shall be a breach of this
Agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled hereunder if
you had terminated your employment for Good Reason immediately after a
Change in Control of the Company, except that for purposes of
implementing the foregoing, the date on which any such succession
becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Company" shall mean the Company as defined above and
any successor to its business or assets or to its business or assets of
a Division as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
Kindly sign and return this letter to the Company, which signature will
then constitute our agreement on this subject.
Sincerely,
FIELDCREST CANNON, INC.
By: /s/ James M. Fitzgibbons
James M. Fitzgibbons
Chairman and
Chief Executive Officer
AGREED TO THIS 11TH DAY OF
OCTOBER, 1996:
/s/ R. E. Dellinger
Signature
R. E. Dellinger
Print Name
Address:
18712 Head Sail Court
Cornelius, NC 28031
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