EXHIBIT 10.18
EMPLOYMENT AGREEMENT
--------------------
This Employment Agreement ("Agreement") is dated and entered into this
12 day of June, 2000, by and among Advanced Glassfiber Yarns LLC, a Delaware
corporation, ("COMPANY") and Robert Pistole, an individual residing in Aiken,
South Carolina ("EMPLOYEE").
In consideration of the promises, covenants and conditions set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, EMPLOYEE and COMPANY agree as
follows:
1. Employment.
----------
COMPANY hereby employs EMPLOYEE and EMPLOYEE hereby accepts employment in
the position of President of COMPANY (the "Position"), effective May 1, 2000,
upon the terms and conditions hereinafter set forth.
2. Services.
--------
During the term of employment hereunder, EMPLOYEE shall devote
substantially all of his professional time and energy to the performance of his
duties in the Position and shall use his best efforts in the performance of the
same. COMPANY and EMPLOYEE agree that EMPLOYEE's duties in Position shall be
determined by COMPANY as they may be altered at the discretion of the Board of
Directors of COMPANY ("Board"), the Chairman of the Board, or the Chief
Operating Officer of the majority owner of COMPANY. EMPLOYEE shall serve as a
member of the Supervisory Board of Porcher Groupe. EMPLOYEE's office shall be
located at the COMPANY's headquarters in Aiken, South Carolina. EMPLOYEE will
not be required to relocate outside of the Aiken, South Carolina, area without
his consent. After obtaining written approval from the Board, EMPLOYEE is
authorized to serve on the board of directors of other organizations as long as
such service and the activities of such boards are not inconsistent with the
business objectives of the COMPANY.
3. Compensation.
------------
For and in consideration of the promises and covenants made herein and the
services to be provided hereunder, COMPANY agrees to compensate EMPLOYEE as
follows:
(a) Salary. COMPANY shall pay to EMPLOYEE an annual salary in the amount
------
of Three Hundred Thousand and No/l00 Dollars ($300,000), less taxes and
other normal withholdings. Said salary shall be paid to EMPLOYEE in
accordance with COMPANY's regular payroll procedures. EMPLOYEE's annual
salary shall be subject to consideration for increase on each anniversary
of the date of the execution of this Agreement at the discretion of the
Chairman Board of the COMPANY, taking into account EMPLOYEE's performance
of his duties
during the preceding year and other relevant factors. Any increase in the
annual salary of EMPLOYEE is subject to the approval of the Board.
(b) Benefits. EMPLOYEE shall be entitled to receive or participate in all
--------
employment benefits or benefit plans generally made available by COMPANY to
its employees, if any, to the same extent and under the same conditions as
other covered employees. In addition to the benefits so described, EMPLOYEE
shall be eligible for six weeks of paid vacation (exclusive of holidays and
personal days made available to COMPANY employees in the ordinary course of
business), eligible to participate in the Retiree Medical Plan as
designated by the COMPANY, and be eligible for an automobile allowance of
$700 per month. For purposes of participation in the COMPANY Retirement
Plan only, EMPLOYEE's employment shall be considered to have commenced on
January 1, 2000.
(c) Incentive Compensation. The EMPLOYEE shall participate in the
----------------------
Incentive Compensation plan ("IC") at the participation level of 70% of the
initial annual base salary reflected herein. The participation level of
EMPLOYEE will also be subject to consideration for increase at the
discretion of the Chairman of the Board at any time during the term of this
Agreement and shall be subject to approval by the Board. COMPANY reserves
the right to alter or amend the IC plan at its discretion, provided that
the IC plan shall not be modified in a manner which adversely affects
EMPLOYEE unless such modifications apply generally to other senior managers
of COMPANY participating in the IC plan at the time.
(d) Signing Bonus. EMPLOYEE shall receiving a signing bonus of $50,000,
-------------
less taxes and other normal withholdings, to be paid to EMPLOYEE in two
equal installments payable on September 1, 2000, and December 31, 2000.
The amount of the signing bonus reflected herein shall be deducted from the
IC payment for the first year of employment to the extent IC payment may be
due for said year.
(e) Relocation. The COMPANY shall pay for the move and relocation of
----------
EMPLOYEE and his family in accordance with the COMPANY's transferring
homeowner's policy. COMPANY agrees that EMPLOYEE's boat will be prepared
and moved in accordance with EMPLOYEE's wishes. COMPANY also agrees that,
until such time as construction of EMPLOYEE's house is completed, the
COMPANY will pay the temporary living expenses of EMPLOYEE which are
estimated to be $1100 per month for rental property and other expenses.
EMPLOYEE agrees to make reasonable efforts to ensure that the total cost of
his relocation shall not exceed $100,000. COMPANY will assume
responsibility for payment of reasonable expenses incurred in good faith
over $100,000 but will review such amounts for reasonableness.
(f) Expenses. During the term of EMPLOYEE's employment hereunder, EMPLOYEE
--------
shall be entitled to receive prompt reimbursement for all reasonable and
customary expenses incurred by him in performing services hereunder
including all expense of travel and living expenses while away from home on
-2-
business or at the request of and in service of the COMPANY; provided that
such expenses are incurred and accounted for in accordance with the policy
and procedures established by the COMPANY as approved by the Board.
(g) Indemnification. COMPANY shall indemnify and provide reasonable
---------------
advances for expenses to EMPLOYEE to the fullest extent provided by its
bylaws as interpreted under the law of the State of Delaware. In addition,
if EMPLOYEE is made a party or threatened to be made a party to any
potential, pending or completed action, suit or other legal proceeding,
whether civil, criminal administrative or investigative, by reason of the
fact that EMPLOYEE is or was an officer, director, or employee of COMPANY
or any subsidiary or affiliate thereof in which capacity EMPLOYEE is or was
serving at the COMPANY's request, EMPLOYEE shall be indemnified against
expenses (including reasonable attorney's fees and costs), judgments,
fines, and amounts paid and incurred by him in connection with such action,
suit, or proceeding. Notwithstanding any of the foregoing, EMPLOYEE shall
not be entitled to any indemnification if he committed fraud or similar
misconduct in relation to the underlying matter or allegations giving rise
to EMPLOYEE's claimed right of indemnification.
4. Term and Termination.
--------------------
EMPLOYEE's employment with COMPANY began on May 1, 2000, and shall continue
through December 31, 2002, unless terminated earlier as provided in this
Agreement. The parties hereto acknowledge and agree that this Agreement shall be
terminated upon the occurrence of any of the following events:
(a) EMPLOYEE's death, in which event EMPLOYEE shall be entitled to no
further salary, incentive pay, or other compensation or benefits except as
may be provided by applicable benefit plans.
(b) EMPLOYEE becoming or remaining Disabled for substantially continuous
period of three (3) months. For purposes of subparagraphs (b) and (c), the
term "Disabled" shall mean EMPLOYEE's inability to perform the essential
functions of his position with or without reasonable accommodation. In the
event of termination under this subparagraph (b), medical and other
benefits shall continue to the extent provided by the applicable plan(s).
Except as so stated, in the event EMPLOYEE's employment is terminated under
this subparagraph (b), EMPLOYEE shall be entitled to no further salary,
incentive payment, or other compensation or benefits.
(c) Mutual written agreement between COMPANY and EMPLOYEE to terminate.
(d) Immediately upon written notice of termination from COMPANY "for
cause." For purposes of this Agreement, a termination shall be considered
to be "for cause" if it results from: (i) any act of fraud,
misappropriation, dishonesty,
-3-
embezzlement, or similar misconduct by EMPLOYEE against the interest of
COMPANY; (ii) EMPLOYEE's conviction of a felony or any crime involving
moral turpitude; or (iii) gross negligence or neglect by EMPLOYEE in the
performance of his duties (other than any such failure resulting from
EMPLOYEE being Disabled or EMPLOYEE's death). In the event of termination
"for cause," EMPLOYEE's compensation and other benefits set forth in this
Agreement (other than benefits which have accrued but not been paid) shall
terminate.
(e) Upon written notice from the COMPANY for any reason other than as set
forth in subparagraphs 4(a), (b), (c) or (d) of this Agreement.
Termination under this provision shall be referred to as "without cause."
If terminated under this subparagraph (e), EMPLOYEE shall be paid within
thirty (30) days of the date of termination an amount equal to 100% of
EMPLOYEE's base salary at the time of termination plus an amount equal to
70% of the maximum amount of IC plan pay which EMPLOYEE was eligible to
receive in relation to the year in which the termination occurs.
(f) EMPLOYEE may terminate his employment with COMPANY by providing notice
in writing to the Chairman of the Board no less than ninety (90) days prior
to the effective date of such termination. If notice is provided as called
for herein, COMPANY shall pay to EMPLOYEE the remainder of his signing
bonus, if any, when due as set forth in paragraph 3(d) hereof, as well as
any expenses which may remain owing in accordance with paragraph 3(f)
hereof. Except as set forth in this subparagraph (f) and any applicable
benefit plan, EMPLOYEE shall be due no further salary, incentive payment or
other compensation or benefit in the event EMPLOYEE terminates his
employment with COMPANY. Nothing in this subparagraph (f) shall, however,
alter or prejudice any rights EMPLOYEE may have under subparagraph (g)
hereof in the event EMPLOYEE terminates his employment under the provisions
of and in accordance with subparagraph (g) hereof.
(g) EMPLOYEE may resign his employment with "Good Reason" if he resigns
within ninety (90) days immediately following the occurrence of the Good
Reason provided, however, that EMPLOYEE must give written notice to the
Chairman of the Board of the COMPANY of the existence of Good Reason and
the opportunity to cure at least thirty (30) days prior to resignation. In
the event of EMPLOYEE's resignation for Good Reason within ninety (90) days
immediately following the occurrence of a Good Reason, EMPLOYEE shall be
entitled to severance pay of a lump sum equal to twelve (12) months of base
salary at his then-current rate plus the maximum incentive bonus otherwise
due for the current year. For purposes of this Agreement, "Good Reason"
shall arise if, after a Change of Control, as defined below, COMPANY
assigns to EMPLOYEE, without the consent of EMPLOYEE, duties materially
inconsistent with EMPLOYEE's position in COMPANY, removes EMPLOYEE from
executive job status, reduces EMPLOYEE's base salary, or reduces EMPLOYEE's
benefits in a material manner. Notwithstanding anything else set forth in
this
-4-
subparagraph (g), however, any payment due EMPLOYEE under this subparagraph
(g) shall be reduced by any amounts paid or accrued for the benefit of
EMPLOYEE during his first twelve (12) months of employment, either directly
or indirectly, with any entity obtaining control as the result of a Change
in Control as defined below.
As used herein, "Change in Control" means and includes the occurrence of
any one of the following events:
(1) individuals who, as of the date of this Agreement, constitute the
Board (the "Incumbent Directors") cease for any reason to constitute at
least a majority of the Board; provided that any person becoming a director
after the date of this Agreement and whose election or nomination for
election was approved by a vote of at least a majority of the Incumbent
Directors then on the Board (either by a specific vote or by approval of
the proxy statement of the COMPANY in which such person is named as a
nominee for director, without written objection to such nomination) shall
be an Incumbent Director;
(2) any person becomes a "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act), directly or indirectly, of securities of the COMPANY
representing more than 50% of the combined voting power of the COMPANY's
then outstanding securities eligible to vote for the election of the Board
(the "COMPANY Voting Securities"); provided, however, that the event
described in this paragraph (2) shall not be deemed to be a Change in
Control of the COMPANY by virtue of any of the following acquisitions: (A)
any acquisition by a person who is on the date of this Agreement the
beneficial owner of more than 50% of the outstanding COMPANY Voting
Securities, (B) an acquisition by the COMPANY which reduces the number of
COMPANY Voting Securities outstanding and thereby results in any person
acquiring beneficial ownership of more than 50% of the outstanding COMPANY
Voting Securities; provided, that if after such acquisition by the COMPANY
such person becomes the beneficial owner of additional COMPANY Voting
Securities that increases the percentage of outstanding COMPANY Voting
Securities beneficially owned by such person, a Change in Control of the
COMPANY shall then occur, (C) an acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the COMPANY or any parent or
subsidiary, (D) an acquisition by an underwriter temporarily holding
securities pursuant to an offering of such securities, (E) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in paragraph (3)
below), or (F) a transaction (other than the one described in paragraph (3)
below)
-5-
in which COMPANY Voting Securities are acquired from the COMPANY, if a
majority of the Incumbent Directors approve a resolution providing
expressly that the acquisition pursuant to this clause (F) does not
constitute a Change in Control of the COMPANY under this paragraph (2); or
(3) the consummation of a reorganization, merger, consolidation,
statutory share exchange or similar form of corporate transaction involving
the COMPANY that requires the approval of the COMPANY's stockholders,
whether for such transaction or the issuance of securities in the
transaction (a "Reorganization"), or the sale or other disposition of all
or substantially all of the COMPANY's assets to an entity that is not an
affiliate of the COMPANY (a "Sale"), unless immediately following such
Reorganization or Sale: (A) more than 50% of the total voting power of (x)
the corporation resulting from such Reorganization or the corporation which
has acquired all or substantially all of the assets of the COMPANY (in
either case, the "Surviving Corporation"), or (y) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial
ownership of 100% of the voting securities eligible to elect directors of
the Surviving Corporation (the "Parent Corporation"), is represented by the
COMPANY Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into
which such Corporation Voting Securities were converted pursuant to such
Reorganization or Sale), and such voting power among the holders thereof is
in substantially the same proportion as the voting power of such COMPANY
Voting Securities among the holders thereof immediately prior to the
Reorganization or Sale, (B) no person (other than (x) the Corporation, (y)
any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who
immediately prior to the Reorganization or Sale was the beneficial owner of
more than 50% of the outstanding COMPANY Voting Securities) is the
beneficial owner, directly or indirectly, of more than 50% of the total
voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation), and (C) at least a majority of the members of
the board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) following the consummation of the
Reorganization or Sale were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such
Reorganization or Sale (any Reorganization or Sale which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be a
"Non-Qualifying Transaction"); or
(4) approval by the stockholders of the COMPANY of a complete
liquidation or dissolution.
-6-
5. Non-disclosure of Confidential Information.
------------------------------------------
(a) Definitions.
-----------
The following definitions shall apply to this Agreement:
. "Trade Secrets" means all secret, proprietary or confidential
information regarding COMPANY or its business, including any and all
information not generally known to, or ascertainable by, persons not employed
by COMPANY, the disclosure or knowledge of which would permit those persons to
derive actual or potential economic value therefrom or to cause economic or
financial harm to COMPANY. Such information shall include, but not be limited
to, financial information, strategic plans and forecasts, marketing plans and
forecasts, customer lists, mailing lists, computer software (including without
limitation, source code, object code and manuals), customer billing or order
information, technical information regarding COMPANY's products or services,
prices offered to or paid by customers, purchase and supply information,
current and future development and expansion or contraction plans of COMPANY,
sales and marketing plans and techniques, information concerning personnel
assignments and operations of COMPANY and matters concerning the financial
affairs, future plans and management of COMPANY. "Trade Secrets" shall not
include information that has become generally available to the public by the
act of one who has the right to disclose such information without violating a
legal right of COMPANY.
. "Confidential Information" means information, other than Trade
Secrets, which relates to COMPANY, COMPANY's activities, COMPANY's business or
COMPANY's suppliers or customers that is not generally known by persons not
employed by COMPANY and which is or has been disclosed to EMPLOYEE or of which
EMPLOYEE became aware as a consequence of or through his relationship to
COMPANY. "Confidential Information" shall not include information that has
become generally available to the public by the act of one who has the right
to disclose such information without violating any legal right of COMPANY.
. "Documents" means originals or copies of handbooks, manuals, files,
memoranda, correspondence, notes, photographs, slides, overheads, audio or
visual tapes, cassettes, or disks, and records maintained on computer or other
electronic media.
(b) Covenant Regarding Non-disclosure of Trade Secrets or Confidential
------------------------------------------------------------------
Information.
-----------
EMPLOYEE covenants and agrees that: (i) during his employment with COMPANY
he will not use or disclose any Trade Secrets or Confidential Information of
COMPANY other than as necessary in connection with the performance of his duties
as an employee of COMPANY; and (ii) for a period of two (2) years immediately
following the termination of his employment with COMPANY, EMPLOYEE shall not,
directly or
-7-
indirectly, transmit or disclose any Trade Secret or Confidential Information of
COMPANY to any person and shall not make use of any such Trade Secret or
Confidential Information, directly or indirectly, for himself or others, without
the prior written consent of COMPANY, except for a disclosure that is required
by any law or order, in which case EMPLOYEE shall provide COMPANY prior written
notice of such requirement and an opportunity to contest such disclosure.
However, to the extent that such information is a "trade secret" as that term is
defined under a state or federal law, this subparagraph is not intended to, and
does not, limit COMPANY's rights or remedies thereunder and the time period for
prohibition on disclosure or use of such information is until such information
becomes generally known to the public through the act of one who has the right
to disclose such information without violating a legal right of COMPANY.
(c) Return of Information.
---------------------
EMPLOYEE agrees that he shall return all Trade Secrets, Confidential
Information or other property of COMPANY immediately upon the termination of his
employment with COMPANY, including all handbooks, training materials, reports,
policy statements, programs, customer lists, mailing lists and other documents
provided by COMPANY or acquired by EMPLOYEE as a result of his employment with
COMPANY, and all copies thereof.
6. Inventions and Other Developments.
---------------------------------
All inventions, formulas, techniques, processes, concepts, systems and
programs, mailing lists and customer lists and compilations, whether or not
patented or patentable, made or conceived, individually or in conjunction with
others, by EMPLOYEE during the term of his employment with COMPANY that relate
to activities or proposed activities of COMPANY or that result from work
performed by EMPLOYEE for COMPANY are the sole and exclusive property of
COMPANY. EMPLOYEE further agrees that, upon request by COMPANY, he will assign
title to any such inventions, formulas, techniques, processes, concepts, systems
and programs, and lists and compilations to COMPANY and will sign any and all
documents necessary to effect such assignment.
7. Non-solicitation of Customers Covenant.
--------------------------------------
To protect the Trade Secrets, Confidential Information and goodwill of
COMPANY, EMPLOYEE agrees that, during his employment and for a period of two (2)
years immediately following the termination of his employment with COMPANY, that
he will not, without the prior written permission of COMPANY, directly or
indirectly, for himself or on behalf of any other person, partnership, firm or
corporation, solicit, divert away, attempt to solicit or divert away any
Customer, or Potential Customer, of COMPANY for purposes of providing or selling
products or services that are similar to or competitive with those provided by
COMPANY, if COMPANY is then still engaged in the provision or sale of that type
of good or service. For purposes of this covenant, "Customer" means any
individual or entity to whom COMPANY has provided goods or
-8-
services and with whom EMPLOYEE had, alone or in conjunction with others,
Material Contact during the twelve (12) months prior to the termination of
EMPLOYEE's employment, and "Potential Customer" means any individual or entity
to whom COMPANY has actively sought to sell products or services within the
twelve (12) months immediately prior to the termination of EMPLOYEE's employment
and with whom EMPLOYEE had Material Contact on COMPANY's behalf during that same
time period. For purposes of this covenant, EMPLOYEE had "Material Contact" with
a customer if (i) EMPLOYEE had business dealings with the customer on COMPANY's
behalf; (ii) EMPLOYEE was responsible for supervising or coordinating the
dealings between the customer and COMPANY; or (iii) EMPLOYEE obtained trade
secrets or confidential information (such terms having the same meanings as
defined in Paragraph 5, but in each case relating to the Customer or Potential
Customer) about the customer as a result of EMPLOYEE's association with COMPANY.
8. Non-recruitment of Employees Covenant.
-------------------------------------
EMPLOYEE agrees that he will not, for so long as he is employed by COMPANY
and for a period of two (2) years immediately following the termination of his
employment, solicit or induce, or attempt to solicit or induce, any employee of
the COMPANY to terminate his or her relationship with COMPANY or to enter into
an employment or agency relationship with EMPLOYEE or with any other person or
entity other than COMPANY.
9. Relief.
------
EMPLOYEE acknowledges that the covenants and promises contained in this
Agreement are reasonable and necessary means of protecting and preserving
COMPANY's goodwill and its interest in the confidentiality and proprietary value
of its Trade Secrets and Confidential Information. EMPLOYEE further acknowledges
that the same are reasonable and necessary means of protecting itself from
unfair competition by EMPLOYEE. EMPLOYEE agrees that any breach of these
covenants or promises will leave COMPANY with no adequate remedy at law and will
cause COMPANY to suffer irreparable damage and injury. EMPLOYEE further agrees
that any breach of these covenants or promises will entitle COMPANY to
injunctive relief in aid of arbitration in any court of competent jurisdiction
without the necessity of posting any bond. EMPLOYEE also agrees that any such
injunctive relief shall be in addition to any damages that may be recoverable in
arbitration by COMPANY as a result of such breach. EMPLOYEE agrees that he will
be liable to COMPANY for all reasonable attorneys' fees and expenses which may
be incurred by COMPANY in enforcing its rights under this paragraph 9.
-9-
EMPLOYEE further agrees that no failure or delay by COMPANY in exercising,
enforcing or asserting any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise of any such right, power or privilege.
10. Severability.
------------
The covenants and other provisions set forth in paragraphs 5 through 8 of
this Agreement shall be considered and construed as separate and independent
covenants and provisions. Should any such covenant or provision, or any part
thereof, be held invalid, void or unenforceable in any court of competent
jurisdiction, such invalidity, voidness or unenforceability shall not render
invalid, void or unenforceable any other such covenant or provision of this
Agreement. If any portion of such covenants or provisions is found to be invalid
or unenforceable by a court of competent jurisdiction because its duration,
territory, definition of activities or definition of information covered is
invalid or unreasonable in scope, the invalid or unreasonable term shall be
eliminated, redefined, or replaced with a new enforceable term such that the
intent of COMPANY and EMPLOYEE in agreeing to the covenants and provisions of
this Agreement will not be impaired and the covenant or provision in question
shall be enforceable to the fullest extent of the applicable laws.
11. Disputes and Governing Law.
--------------------------
(a) COMPANY and EMPLOYEE agree that any dispute arising in connection
with, or relating to, this Agreement or the termination of this Agreement, to
the maximum extent allowable by applicable law, shall be subject to resolution
through informal methods and, failing such efforts, through arbitration. Either
party may notify the other party of the existence of a dispute by written
notice. The parties shall thereafter attempt in good faith to resolve their
differences within the thirty (30) days after the receipt of such notice. If the
dispute cannot be resolved within the thirty (30) day period, either party may
file a written demand for arbitration with the other party. The arbitration
shall proceed in accordance with the terms of the Federal Arbitration Act and
the rules and procedures of the American Arbitration Association. Three
arbitrators shall be appointed through the American Arbitration Association's
procedures to resolve the dispute. The award of the arbitrator shall be binding
and conclusive upon the parties. Either party shall have the right to have the
award made the judgment of a court of competent jurisdiction in the state of
South Carolina or any other court having jurisdiction.
(b) COMPANY and EMPLOYEE agree that, except as otherwise stated expressly
herein, this agreement shall be interpreted under the laws of the state of South
Carolina.
12. Assignment.
----------
This Agreement may not be assigned by EMPLOYEE to any other person or
entity but may be assigned by COMPANY at its discretion.
-10-
13. Titles.
------
The titles, headings and captions used in this Agreement are for
convenience of reference only and shall in no way limit, define, expand, or
otherwise affect the meaning or construction of any provision of this Agreement.
14. Entire Agreement.
----------------
This Agreement is intended by the Parties hereto to be the final expression
of their agreement with respect to the subject matter hereof and represents the
complete and exclusive statement of the terms of their agreement. There have
been no offers or inducements regarding the making of this Agreement except as
set forth below. Except as expressly noted herein, this Agreement supersedes any
former agreements between the parties governing the same subject matter. This
Agreement may be modified only by a written instrument signed by each of the
parties hereto.
IN WITNESS WHEREOF, the undersigned set their hands and seals this 12th day
of June, 2000.
Advanced Glassfiber Yarns LLC Robert G. Pistole
By: /s/ Robert Porcher /s/ Robert G. Pistole
--------------------------- -------------------------
NAME: Robert Porcher Robert G. Pistole
TITLE: Chairman of the Board
-11-