[LOGO]
PILLOWTEX CORPORATION
4111 Mint Way
Dallas, Texas 75237
214/333-3225, FAX: 214/330-6016
Mr. Charles M. Hansen, Jr.
3820 Gillon
Dallas, TX 75205
Re: AMENDMENT TO EMPLOYMENT AGREEMENT
Dear Chuck:
On January 1, 1993, Pillowtex Corporation ("Pillowtex") and you entered
into an Employment Agreement (the "Agreement") including an amendment dated as
of July 26, 1993, pursuant to which you were employed as Chairman of the Board,
Chief Executive Officer and President of Pillowtex. Set forth below are
amendments to the Agreement to which Pillowtex and you have agreed:
1. Section 4 of the Agreement shall be amended extending the term of
employment as follows:
"4. TERM. The employment of Employee hereunder shall begin on
the date hereof and shall continue until the earliest of (a) the death
of the Employee, (b) the Disability (as defined herein) of Employee,
(c) the date the Employee voluntarily terminates his employment
hereunder, (d) the date the Employer terminates Employee's employment
hereunder for Just Cause (as defined herein) or (e) June 20, 2005 (the
"Expiration Date"). . . ."
2. Pursuant to Section 6(d) of your Employment Agreement, dated January
1, 1993, Pillowtex Corporation (the "Company") agreed to provide you with a term
life insurance policy for the benefit of your designated beneficiaries. In an
amendment to the Employment Agreement, dated as of July 26, 1993, the term life
insurance policy was substituted for a $3 million split dollar life insurance
policy and the Company agreed to maintain the premium payments that would have
been payable by the Company had the term life insurance remained in effect, and
to loan to you the balance of the premiums as they become due. Amounts loaned
to you in connection with these premium payments are evidenced by a promissory
note given by you to the Company, and bear interest quarterly at the rate stated
therein. The Company has now agreed to assume the obligation of payment of all
of the premiums due and payable on the policy including any and all interest
accrued on the promissory note and will reimburse you for the income tax
consequences attributable to you for such accrued interest. Accordingly,
effective as of January 20, 1998, additional principal will cease to accrue on
the promissory note. All of
Mr. Charles M. Hansen, Jr.
January 20, 1998
Page 2
the terms of the promissory note, including provisions regarding the repayment
thereof, shall remain the same.
If the foregoing reflects the agreement between Pillowtex and you, please
execute this letter where indicated below.
Very truly yours,
PILLOWTEX CORPORATION
By: /s/ Jeffrey D. Cordes
-------------------------------------
Jeffrey D. Cordes
President and Chief Operating Officer
AGREED AND ACCEPTED
As of January 20, 1998
/s/ Charles M. Hansen, Jr.
- ------------------------------
Charles M. Hansen, Jr.