SEVERANCE PROTECTION AGREEMENT
THIS SEVERANCE PROTECTION AGREEMENT (the "Agreement") made as of
November 3, 2000, by and between DUCK HEAD APPAREL COMPANY, INC., a Georgia
corporation (the "Company") with a principal place of business at 1020 Barrow
Industrial Parkway, Winder, Georgia 30680, and WILLIAM B. MATTISON, an
individual resident of the State of Texas (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is essential and in the best interests of the Company and its
shareholders to retain the services of the Executive in the event of a threat or
occurrence of a Change in Control (as hereinafter defined);
WHEREAS, the Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by, and to encourage the Executive's full attention and dedication to
the Company in the event of, a threat or occurrence of a Change in Control;
WHEREAS, in order to induce the Executive to remain in the employ of
the Company in the event of a threat or the occurrence of a Change in Control,
the Company desires to provide the Executive with certain benefits in the event
his employment is terminated as a result of, or in connection with, a Change in
Control; and
WHEREAS, in order to accomplish these objectives, the Board has caused
the Company to enter into this Agreement;
NOW, THEREFORE, in consideration of the respective agreements of the
parties contained herein, it is agreed as follows:
1. Term of Agreement. This Agreement shall commence as of the date
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hereof and shall continue in effect until the second anniversary of such date;
provided, however, that commencing on the date one (1) year after the date
hereof and on each annual anniversary thereafter (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"), the
term of this Agreement shall automatically be extended so as to terminate two
(2) years from the Renewal Date, unless either the Company or the Executive
shall have given written notice to the other at least ninety (90) days prior
thereto that the term of this Agreement shall not be so extended; and provided
further that this Agreement shall terminate earlier as follows: (i) on the 60th
day following a Change in Control; (ii) prior to a Change in Control, on the
60th day following notice by the Company to the Executive of the Executive's
termination of employment with the Company, unless the Executive has been
terminated for one of the following reasons: (A) the Executive has been
convicted of a felony or a felony prosecution has been brought against the
Executive, (B) the Executive intentionally and continually failed substantially
to perform his reasonably assigned duties with the Company (other than a failure
resulting from the Executive's incapacity due to physical or mental illness), or
(C) the Executive intentionally engaged in illegal conduct or gross misconduct
which results in material economic harm to the Company, in any of which cases
this Agreement shall terminate immediately upon notice of such termination; and
(iii) prior to a Change in Control, immediately upon termination by the
Executive of the Executive's employment with the Company.
2. Certain Definitions.
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2.1. Accrued Compensation. For purposes of this Agreement,
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"Accrued Compensation" shall mean an amount which shall include all amounts
earned or accrued through the "Termination Date" (as hereinafter defined) but
not paid as of the Termination Date, including, without limitation, (i) base
salary, (ii) reimbursement for reasonable and necessary expenses incurred by the
Executive on behalf of the Company during the period ending on the Termination
Date, (iii) vacation pay, (iv) bonuses and incentive compensation, including,
without limitation, any target bonus for the Executive under the Home Office
Bonus Program, and (v) all other amounts to which the Executive is entitled
under any compensation plan of the Company at the times such payments are due.
For purposes of this calculation, Accrued Compensation shall include the full
amount to which the Executive would have been entitled under the Company's bonus
plan for the fiscal year in which a Change in Control occurs had the target
performance levels been achieved.
2.2. Base Amount. For purposes of this Agreement, "Base
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Amount" shall mean the greater of the Executive's annual base salary at the
highest rate in effect (i) on, or at any time during the ninety (90) day period
prior to, the Termination Date or (ii) at any time during the ninety (90) day
period prior to a Change in Control and shall include all amounts of the
Executive's base salary that are deferred under any qualified or non-qualified
employee benefit plans of the Company or any other agreement or arrangement.
2.3. Cause. For purposes of this Agreement, a termination of
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employment is for "Cause" if the Executive has been convicted of a felony or a
felony prosecution has been brought against the Executive or if the termination
is evidenced by a resolution adopted in good faith by two-thirds ((2)/3) of the
Board that the Executive (i) intentionally and continually failed substantially
to perform his reasonably assigned duties with the Company (other than a failure
resulting from the Executive's incapacity due to physical or mental illness or
because of a Change in Control) which failure continued for a period of at least
thirty (30) days after a written notice of demand for substantial performance
has been delivered to the Executive specifying the manner in which the Executive
has failed substantially to perform, or (ii) intentionally engaged in illegal
conduct or gross misconduct which results in material economic harm to the
Company; provided, however, that (A) where the Executive has been terminated for
Cause because a felony prosecution has been brought against him and no
conviction or plea of guilty or plea of nolo contendere or its equivalent
results therefrom, then said termination shall no longer be deemed to have been
for Cause and the Executive shall be entitled to all the benefits provided by
Section 3.1.1 or 3.1.2 hereof, as appropriate, from and after the date on which
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the prosecution of the Executive has been dismissed or a judgment of acquittal
has been entered, whichever shall first occur; and (B) no termination of the
Executive's employment shall be for Cause as set forth in clause (ii) above
until (x) there shall have been delivered to the Executive a copy of a written
notice setting forth that the Executive was guilty of the conduct set forth in
clause (ii) and specifying the particulars thereof in detail, and (y) the
Executive shall have been provided an opportunity to be heard in person by the
Board (with the assistance of the Executive's counsel if the Executive so
desires). No act, nor failure to act, on the Executive's part, shall be
considered "intentional" unless the Executive has acted or failed to act with a
lack of good faith and with a lack of reasonable belief that the Executive's
action or failure to act was in the best interests of the Company. Any act, or
failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the instructions of any senior officer of the Company or
based upon the advice of counsel for the Company shall be conclusively presumed
to be done, or omitted to be done, by the Executive in good faith and in the
best interests of the Company. Any termination of the Executive's employment by
the Company hereunder shall be deemed to be a termination other than for Cause
unless it meets all requirements of this Section 2.3.
2.4. Change in Control. For purposes of this Agreement, a
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"Change in Control" shall mean any of the following:
2.4.1 The individuals who, as of the date hereof are members
of the Board (the "Incumbent Board"), cease for any reason to
constitute at least a majority of the members of the Board; provided,
however, that if the election, or nomination for election by the
Company's common shareholders, of any new director was approved by a
vote of at least a majority of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened
solicitation subject to Rule 14a-12(c) by or on behalf of a "Person"
(as the term person is used for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
other than the Board (a "Proxy Contest"), including by reason of any
agreement intended to avoid or settle any Proxy Contest; or
2.4.2 Approval by shareholders of the Company of:
(i) A merger, consolidation or reorganization involving
the Company, unless such merger, consolidation or
reorganization is a "Non-Control Transaction." A
"Non-Control Transaction" shall mean a merger,
consolidation or reorganization of the Company where:
(A) the shareholders of the Company, immediately
before such merger, consolidation or
reorganization, own directly or indirectly
immediately following such merger, consoli-
dation or reorganization, at least a
majority of the combined voting power of the
outstanding voting securities of the
corporation resulting from such merger,
consolidation or reorganization (the
"Surviving Corporation") in substantially
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the same proportion as their ownership of
voting securities immediately before such
merger, consolidation or reorganization, and
such merger, consolidation or reorgani-
zation has been approved by the Incumbent
Board, and
(B) the individuals who were members of the
Incumbent Board immediately prior to the
execution of the agreement providing for
such merger, consolidation or reorganization
constitute at least a majority of the
members of the board of directors of the
Surviving Corporation, or a corporation
beneficially directly or indirectly owning a
majority of the voting securities of the
Surviving Corporation, and
(C) no Person other than (i) the Company, (ii)
any corporation or other Person of which a
majority of its voting power or its voting
equity securities or equity interest is
owned, directly or indirectly, by the
Company (for purposes of this definition,
a "Subsidiary"), (iii) any employee benefit
plan (or any trust forming a part thereof)
maintained by the Company, the Surviving
Corporation or any Subsidiary, or (iv) any
Person who, immediately prior to such
merger, consolidation or reorganization, had
Beneficial Ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange
Act) of twenty percent (20%) or more of the
Company's then outstanding voting securi-
ties) has Beneficial Ownership of twenty
percent (20%) or more of the combined voting
power of the Surviving Corporation's then
outstanding voting securities;
(ii) A complete liquidation or dissolution of the Company;
or
(iii) An agreement for the sale or other disposition of all
or substantially all of the assets of the Company to
any Person (other than a transfer to a wholly-owned
Subsidiary).
2.5. Disability. For purposes of this Agreement, "Disability"
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shall mean a physical or mental infirmity which impairs the Executive's ability
to substantially perform his duties with the Company for a period of one hundred
eighty (180) consecutive days and the Executive has not returned to his full
time employment prior to the Termination Date as stated in the "Notice of
Termination" (as hereinafter defined).
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2.6. Notice of Termination. For purposes of this Agreement,
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"Notice of Termination" shall mean a written notice of termination from the
Company, following a Change in Control, of the Executive's employment which
indicates the specific termination provision in this Agreement relied upon and
which sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive's employment under the
provision so indicated.
2.7. Regular Severance Amount. For purposes of this Agreement,
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"Regular Severance Amount" shall mean an amount equal to the Base Amount
multiplied by a fraction the numerator of which is the sum of two (2) and the
number of fiscal years that the Executive has been continuously employed by the
Company or its predecessors and the denominator of which is 52. For purposes of
this calculation, employment in excess of six months shall count as an
additional fiscal year. By way of example only, if the Executive's unbroken
service is three fiscal years, seven months, the number of fiscal years shall be
four.
2.8. Termination Date. For purposes of this Agreement,
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"Termination Date" shall mean, in the case of the Executive's death, his date of
death, in the case of termination by the Executive following a Change in
Control, the last day of employment, and in all other cases (other than in the
case of a successor or an assignee, which is provided for in Section 7.1
hereof), the date specified in the Notice of Termination; provided, however,
that if the Executive's employment is terminated by the Company for Cause or due
to Disability, the date specified in the Notice of Termination shall be at least
thirty (30) days from the date the Notice of Termination is given to the
Executive; and provided further that in the case of Disability the Executive
shall not have returned to and be continuing in the full-time performance of his
duties during such period of at least thirty (30) days.
3. Termination of Employment.
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3.1. If, during the term of this Agreement, the Executive's
employment with the Company shall be terminated following a Change in Control
under any of the following circumstances, the Executive shall be entitled to the
following compensation and benefits:
3.1.1 If the Executive's employment with the Company
shall be terminated (i) by the Company for Cause or
Disability, (ii) by reason of the Executive's death, or (iii)
by the Executive other than in connection with a Change in
Control, the Company shall pay to the Executive all Accrued
Compensation.
3.1.2 If the Executive's employment with the Company
shall be terminated for any reason other than as specified in
subsection 3.1.1 (including, without limitation, by the
Executive in connection with a Change in Control), the
Executive shall be entitled to the following:
(i) the Company shall pay the Executive all
Accrued Compensation;
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(ii) the Company shall pay the Executive as
severance pay and in lieu of any further compensation
for periods subsequent to the Termination Date (other
than stock, cash or other consideration arising from
the exercise of outstanding stock options and the
vesting of incentive stock awards and amounts due
under any retirement plans of the Company) an amount
in cash equal to the sum of (A) the Base Amount and
(B) the Regular Severance Amount;
(iii) for 12 months or such longer period as
may be provided by the terms of the appropriate
program, practice or policy (the "Continuation
Period"), the Company shall, at its expense, continue
on behalf of the Executive and his dependents and
beneficiaries the life insurance, disability,
medical, dental and hospitalization benefits
generally made available to the Company's executive
salaried employees at any time during the 90-day
period prior to the Change in Control or at any time
thereafter, provided that (A) the Company's
obligation hereunder with respect to the foregoing
benefits shall be limited to the extent that the
Executive obtains any such benefits pursuant to a
subsequent employer's benefit plans, in which case
the Company may reduce the coverage of any benefits
it is required to provide the Executive hereunder as
long as the aggregate coverages and benefits of the
combined benefit plans is no less favorable to the
Executive than the coverages and benefits required to
be provided hereunder, and (B) this clause (iii)
shall not be interpreted so as to limit any benefits
to which the Executive or his dependents or
beneficiaries may be entitled under any of the
Company's employee benefit plans, programs or
practices following the Executive's termination of
employment, including, without limitation, retiree
medical and life insurance benefits;
(iv) the Executive shall have the right to
require the Company to purchase, for cash, within
five (5) days of the Executive's Termination Date,
any shares of stock purchased upon exercise or
vesting of any incentive stock awards or stock
options, at a price equal to the average closing
price of such shares during the five (5) days
preceding the Change in Control, or extend the
exercisability of such options to the full period for
which they would be exercisable had the Executive's
employment not be terminated; provided that only with
respect to stock options for shares of Delta Woodside
Industries, Inc. ("Delta Woodside"), the Executive
shall have the right to require the Company to
purchase, for cash, within five (5) days of the
Executive's Termination Date, such stock options, at
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a price equal to the difference between the market
price of common stock of Delta Woodside on the date
such options were granted and the per share option
exercise price; and
(v) the Company shall, at its sole expense
as incurred, provide the Executive with outplacement
services the scope and provider of which shall be
selected by the Executive, in his sole discretion,
and which shall include the provision of reasonable
office space and secretarial assistance, provided
that the Company's responsibility under this Section
3.1.2(v) shall be limited to $20,000.
3.1.3 The amounts provided for in subsections 3.1.1
and 3.1.2(i) and (ii) shall be paid (A) in a lump sum in cash
within five (5) days of the Executive's Termination Date, or
(B) at the Executive's option made pursuant to a written
election delivered to the Company, in two (2) substantially
equal annual payments commencing no later than five (5) days
after the Executive's Termination Date. Should the Executive
elect to receive such payments in installments, the amount of
the Company's outstanding obligation to the Executive shall be
increased by interest on a monthly basis at a rate equal to
the "Applicable Federal Rate," as defined in Section 1274(d)
of the Internal Revenue Code of 1986, as amended (the "Code"),
then in effect.
3.1.4 The Executive shall not be required to mitigate
the amount of any payment provided for in this Agreement by
seeking other employment or otherwise, and no such payment
shall be offset or reduced by the amount of any compensation
or benefits provided to the Executive in any subsequent
employment, except as provided in subsection 3.1.2(iii).
3.2. The severance pay and benefits provided for in this
Section 3 shall be in lieu of any other severance or termination pay to which
the Executive may be entitled under any Company severance or termination plan,
program, practice or arrangement.
3.3. The Executive's entitlement to any other compensation or
benefits shall be determined in accordance with the Company's employee benefit
plans and other applicable programs, policies and practices then in effect.
4. Exercise of Certain Stock Options. With respect to all options to
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purchase shares of the Company's stock granted to the Executive prior to the
date of this Agreement, upon the exercise by the Executive of any such option,
the Company shall pay to or on behalf of the Executive in cash an amount that
will be approximately sufficient, after the payment of all applicable federal
and state income taxes, to pay the federal and state income taxes that the
Executive will incur by virtue of the exercise of such option. This Section 4
shall survive the termination of this Agreement.
5. Notice of Termination. Following a Change in Control, any
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purported termination of the Executive's employment by the Company shall be
communicated by Notice of Termination to the Executive. For purposes of this
Agreement, no such purported termination shall be effective without such Notice
of Termination.
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6. Excess Parachute Payments.
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6.1 Notwithstanding anything contained herein to the contrary,
if any portion of the payments and benefits provided hereunder and benefits
provided to, or for the benefit of, the Executive under any other plan or
agreement of the Company (such payments or benefits are collectively referred to
as the "Payments") would be subject to the excise tax (the "Excise Tax") imposed
under Section 4999 of the Internal Revenue Code of 1986, as amended (the
"Code"), or would be nondeductible by the Company pursuant to Section 280G of
the Code, the Payments shall be reduced (but not below zero) if and to the
extent necessary so that no portion of any Payment to be made or benefit to be
provided to the Executive shall be subject to the Excise Tax or shall be
nondeductible by the Company pursuant to Section 280G of the Code (such reduced
amount is hereinafter referred to as the "Limited Payment Amount"). Unless the
Executive shall have given prior written notice specifying a different order to
the Company to effectuate the Limited Payment Amount, the Company shall reduce
or eliminate the Payments, by first reducing or eliminating those payments or
benefits which are not payable in cash and then by reducing or eliminating cash
payments, in each case in reverse order beginning with payments or benefits
which are to be paid the farthest in time from the Determination (as hereinafter
defined). Any notice given by the Executive pursuant to the immediately
preceding sentence shall take precedence over the provisions of any other plan,
arrangement or agreement governing the Executive's rights and entitlements to
any benefits or compensation.
6.2 An initial determination as to whether the Payments shall
be reduced to the Limited Payment Amount pursuant to this Agreement and the
amount of such Limited Payment Amount shall be made by an accounting firm at the
Company's expense selected by the Company which is designated as one of the five
largest accounting firms in the United States (the "Accounting Firm"). The
Accounting Firm shall provide its determination (the "Determination"), together
with detailed supporting calculations and documentation to the Company and the
Executive within thirty (30) days of the Termination Date, if applicable, and if
the Accounting Firm determines that no Excise Tax is payable by the Executive
with respect to a Payment or Payments, it shall furnish the Executive with an
opinion reasonably acceptable to the Executive that no Excise Tax will be
imposed with respect to any such Payment or Payments. Within ten (10) days of
the delivery of the Determination to the Executive, the Executive shall have the
right to dispute the Determination (the "Dispute"). If there is no Dispute, the
Determination shall be binding, final and conclusive upon the Company and the
Executive subject to the application of Section 6.3 below.
6.3 As a result of the uncertainty in the application of
Sections 4999 and 280G of the Code, it is possible that the Payments to be made
to, or provided for the benefit of, the Executive either have been made or will
not be made by the Company which, in either case, will be inconsistent with the
limitations provided in Section 6.1 (hereinafter referred to as an "Excess
Payment" or "Underpayment", respectively). If it is established pursuant to a
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final determination of a court or an Internal Revenue Service (the "IRS")
proceeding which has been finally and conclusively resolved that an Excess
Payment has been made, such Excess Payment shall be deemed for all purposes to
be a loan to the Executive made on the date the Executive received the Excess
Payment and the Executive shall repay the Excess Payment to the Company on
demand (but not less than thirty (30) days after written notice is received by
the Executive), together with interest on the Excess Payment at the "Applicable
Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the
Executive's receipt of such Excess Payment until the date of such repayment. In
the event that it is determined by (i) the Accounting Firm, the Company (which
shall include the position taken by the Company on its federal income tax
return) or the IRS, (ii) pursuant to a final determination by a court with
jurisdiction over the matter, or (iii) upon the resolution to the Executive's
and the Company's satisfaction of the Dispute, that an Underpayment has
occurred, the Company shall pay an amount equal to the Underpayment to the
Executive within ten (10) days of such determination or resolution, together
with interest on such amount at the Applicable Federal Rate from the date such
amount was otherwise due to the Executive until the date of payment.
7. Successors; Binding Agreement.
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7.1 This Agreement shall be binding upon and shall inure to
the benefit of the Company, its successors and assigns, and the Company will
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise), except any successor by merger that, by operation
of law, assumes the Company's obligations hereunder, or assignee, by agreement
in form and substance reasonably satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Failure of the Company to obtain such assumption and
agreement prior to or simultaneously with the effectiveness of any such
succession or assignment shall be a breach of this Agreement and shall entitle
the Executive to compensation from the Company in the same amount and on the
same terms as he would be entitled to hereunder if he terminated his employment
because of a Change in Control, except that for purposes of implementing the
foregoing, the date on which any such succession or assignment becomes effective
shall be deemed the Termination Date hereunder. As used in the Agreement,
Company shall mean the Company as hereinbefore defined and any successor or
assign that executes and delivers the agreement provided for in this Section 7.1
or which otherwise becomes bound by all the terms and provisions of this
Agreement by operation of law.
7.2 This Agreement and all rights of the Executive hereunder
shall inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devises and legatees. If the Executive should die while any
amounts would still be payable to him hereunder if he had continued to live, all
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such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devise, legatee or other designee
or, if there be no such designee, to the Executive's estate.
8. Fees and Expenses. The Company shall pay all legal fees and related
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expenses incurred by the Executive as they become due as a result of or in
connection with (i) claims of the Executive for termination of employment in
breach of this Agreement by the Company and expenses, if any, incurred in
connection therewith, (ii) the Executive seeking to obtain or enforce any right
or benefit provided by this Agreement (including, without limitation, any such
fees and expenses incurred in connection therewith) or by any other plan or
arrangement maintained by the Company under which the Executive is or may be
entitled to receive benefits, (iii) the Executive's hearing before the Board as
contemplated in Section 2.3 of this Agreement, and (iv) any tax audit or
proceeding to the extent attributable to the application of any Excise Tax with
respect to any Payment or Payments hereunder, plus in each case interest on any
delayed payment at the "Applicable Federal Rate," as defined in Section 1274(d)
of the Code, as then in effect; provided that the circumstances set forth in
clauses (i) and (ii) of this Section 8 occurred on or after a Change in Control.
9. Notices. For the purposes of this Agreement, notices and all other
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communications provided for in the Agreement (including, without limitation, the
Notice of Termination) shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to the Company shall be
directed to the attention of the Board with a copy to the Secretary of the
Company. All notices and communications shall be deemed to have been received on
the date of delivery thereof or on the third business day after the mailing
thereof by first-class mail, postage pre-paid, except that notice of change of
address shall be effective only upon receipt.
10. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
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or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company (except for
any severance or termination policies, plans, programs or practices) and for
which the Executive may qualify, nor shall anything herein limit or reduce such
rights as the Executive may have under any other agreements with the Company
(except for any severance or termination agreement). Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan
or program of the Company shall be payable in accordance with such plan or
program, except as explicitly modified by this Agreement.
11. Settlement of Claims. The Company's obligation to make the payments
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provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any setoff, counterclaim, recoupment, defense or other right which
the Company may have against the Executive or others. If the Company effects any
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setoff in violation of the immediately preceding sentence, then, in addition to
any other amounts payable to the Executive hereunder, the Company and the
Executive agree that, as reasonable liquidated damages therefor, the Executive
will be entitled to recover from the Company an amount equal to twice the amount
of such setoff.
12. Miscellaneous. No provision of this Agreement may be modified,
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waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and the Company. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreement or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement.
13. Governing Law. This Agreement shall be governed by and construed
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and enforced in accordance with the laws of the State of Georgia without giving
effect to the conflict of laws principles thereof.
14. Severability. The provisions of this Agreement shall be deemed
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severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the remaining provisions hereof.
15. Entire Agreement. This Agreement constitutes the entire agreement
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between the parties hereto and supersedes all prior agreements, if any,
understandings and arrangements, oral or written, between the parties hereto
with respect to the subject matter hereof.
16. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
17. No Employment Guarantee. This Agreement is not an employment
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agreement. Neither this Agreement nor any action taken pursuant to this
Agreement shall be construed as granting to the Executive a right to be retained
as an employee for any period.
* Signatures on Following Page *
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and delivered by its duly authorized officer and has caused its
proper corporate seal to be affixed hereto, and the Executive has executed and
delivered this Agreement, all as of the day and year first above written.
DUCK HEAD APPAREL COMPANY, INC.
[CORPORATE SEAL]
By: /s/ Robert D. Rockey
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ATTEST: Robert D. Rockey
Chairman & CEO
/s/ Cathy G. Morris
- --------------------------
Secretary
EXECUTIVE:
/s/ William B. Mattison
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William B. Mattison