EXHIBIT 10.1.2
SECOND AMENDMENT TO
DELTA WOODSIDE GROUP
DEFERRED COMPENSATION PLAN FOR KEY MANAGERS
This Second Amendment is made and entered into as of the 16th day of
January, 2004 by Delta Woodside Industries, Inc. (the "Company"), Delta Mills,
Inc. and Delta Mills Marketing, Inc.
The Delta Woodside Group Deferred Compensation Plan for Key Managers,
as amended and restated June 30, 2000 (as amended, the "Plan"), is amended as
follows (capitalized terms not defined herein shall have the meaning set forth
in the Plan):
SECTION 1. ACCELERATED PAYMENT FOR CURRENT EMPLOYEES. With respect to each
Participant who is an employee of the Company or any of its subsidiaries as of
the date of this Second Amendment, such Participant's accrued benefits shall be
paid as follows, subject to Section 2. and Section 3.:
(A) On February 15, 2004, the Company shall pay such Participant
40% of such Participant's accrued but unpaid benefits under
the Plan as of such date.
(B) On February 15, 2005, the Company shall pay such Participant
50% of such Participant's accrued but unpaid benefits under
the Plan as of such date.
(C) On February 15, 2006, the Company shall pay such Participant
66 2/3% of such Participant's accrued but unpaid benefits
under the Plan as of such date.
(D) On February 15, 2007, the Company shall pay such Participant
100% of such Participant's accrued but unpaid benefits under
the Plan as of such date.
SECTION 2. CONDITIONS TO ACCELERATED PAYMENT.
(A) CREDIT FACILITY OR INDENTURE DEFAULT. No payment shall be made
under Section 1. if, at the time such payment is to be made, a
default exists, or would exist upon the making of the payment,
under the terms of either (i) the Revolving Credit and
Security Agreement dated as of March 31, 2000 between GMAC
Commercial Credit LLC and Delta Mills, Inc., as amended from
time to time (the "Credit Facility"), or any substitute or
replacement credit agreement, or (ii) the Indenture dated as
of August 25, 1997 with respect to the Delta Mills, Inc.
Series A and Series B 9 5/8% Senior Notes due 2007 with The
Bank of New York, as Trustee, as amended from time to time
(the "Indenture"), unless a valid and binding written waiver
has been obtained with respect to such default or potential
default.
(B) INDENTURE FIXED CHARGE COVERAGE RATIO TEST. No payment shall
be made under Section 1. if Delta Mills, Inc., at the time
such payment is to be made, fails to meet the fixed charge
coverage ratio test set forth in Section 4.09 of the Indenture
(for the most recently ended four full fiscal quarters,
determined on a pro forma basis as set forth in Section 4.09
of the Indenture), regardless of whether a waiver has been
obtained with respect to such failure.
(C) DEFERRAL OF PAYMENTS. Any payment that is not made as a result
of the conditions established by this Section shall be made at
the earliest time that such payment can be made in compliance
with such conditions.
SECTION 3. TERMINATION OF EMPLOYMENT. If, after the date of this Second
Amendment, a Participant terminates service with the Company and its
subsidiaries, such Participant shall receive payment of his remaining accrued
but unpaid benefits in a single lump sum as soon as reasonably practicable (but
in any event within 45 days of the date of termination). Termination of service
for purposes of this Second Amendment includes termination of service for any
reason, including Retirement or any other Termination of Service as defined in
the Plan.
SECTION 4. RETIRED EMPLOYEES. Any Participant who is no longer an employee of
the Company or any of its subsidiaries, as of the date of this Second Amendment,
but is entitled to receive benefits under the Plan shall receive payment of his
remaining accrued but unpaid benefits at the earliest date(s) that the
Participant is entitled to receive such benefits (a) in accordance with Section
1. (subject to Section 2.), treating such Participant for this purpose as though
the Participant were still an employee of the Company, or (b) in accordance with
the otherwise applicable terms of the Plan relating to payment of benefits upon
termination of service.
SECTION 5. NO ADDITIONAL ACCRUAL OF BENEFITS; ACCRUAL OF INTEREST. Effective as
of the date of this Amendment, no further Elective Deferrals or Deemed Deferrals
shall be credited to any Account of any Participant, and no Participant
otherwise shall accrue any additional benefits under the Plan, provided that a
Participant's Accounts shall continue to be credited with the Interest
Equivalent in accordance with the terms of the Plan, as amended. The Plan shall
terminate effective as of the date that all accrued benefits under the Plan have
been paid.
SECTION 6. CHANGES TO DEFINITIONS. The "Committee" henceforth shall consist of
the members of the Compensation Committee of the Board of Directors of the
Company.
SECTION 7. PLAN. Except as expressly amended hereby, the terms of the Plan shall
remain unchanged, and the Plan shall remain in full force and effect.
SECTION8. BUSINESS DAY. If any payment under this Second Amendment is due on a
day that is not a business day, such payment shall be made instead on the next
succeeding business day.
Executed as of the date first set forth above.
DELTA WOODSIDE INDUSTRIES, INC. DELTA MILLS, INC.
By: /s/ W.H. Hardman, Jr. By: /s/ W.H. Hardman, Jr.
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Name: W.H. Hardman, Jr. Name: W.H. Hardman, Jr.
Title: CFO Title: CFO
DELTA MILLS MARKETING, INC.
By: /s/ W.H. Hardman, Jr.
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Name: W.H. Hardman, Jr.
Title: CFO