EXHIBIT 10.19
AMENDMENT NO. 1 TO THE DAN RIVER INC.
1997 STOCK PLAN FOR OUTSIDE DIRECTORS
Pursuant to Section 11 of the Dan River Inc. 1997 Stock Plan for
Outside Directors (the "Plan"), Dan River Inc. ("Dan River") hereby amends the
Plan to delete the definition "Change in Control" in Section 2.2. of the Plan in
its entirety and substitute in lieu thereof the following definition:
"Change in Control" means a change in control of Dan River of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") as in effect at
the time of such "change in control", provided that such a change in
control shall be deemed to have occurred at such time as
(i) any "person" (as that term is used in Sections 13(d) and
14(d)(2) of the Exchange Act), other than Joseph L. Lanier,
Jr., is or becomes the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) directly or indirectly, of
securities representing 30% or more of the combined voting
power for election of directors of the then outstanding
securities of Dan River;
(ii) during any period of two consecutive years or less,
individuals who at the beginning of such period constitute the
Board cease, for any reason, to constitute at least a majority
of the Board, unless the election or nomination for election
of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were
directors at the beginning of the period;
(iii) the shareholders of Dan River approve any
reorganization, merger, consolidation or share exchange as a
result of which the common stock of Dan River shall be
changed, converted or exchanged into or for securities of
another corporation (other than a merger with a wholly-owned
subsidiary of Dan River) or any dissolution or liquidation of
Dan River or any sale or the disposition of 50% or more of the
assets or business of Dan River; or
(iv) the shareholders of Dan River approve any reorganization,
merger, consolidation or share exchange unless (A) the persons
who were the beneficial owners of the outstanding shares of
the common stock of the Dan River immediately before the
consummation of such transaction beneficially own securities
representing 66 2/3% or more of the combined voting power for
election of directors of the then outstanding securities of
Dan River or any successor or survivor corporation in such
transaction immediately following the consummation of such
transaction and (B) the number of shares of the common stock
of such successor or survivor corporation beneficially owned
by the persons described in clause (iv)(A) immediately
following the consummation of such transaction is beneficially
owned by each such person in substantially the same proportion
that each such person had beneficially owned shares of Dan
River common stock immediately before the consummation of such
transaction, provided (C) the percentage described in clause
(iv)(A) of the beneficially owned shares of the successor or
survivor corporation and the number described in clause
(iv)(B) of the beneficially owned shares of the successor or
survivor corporation shall be determined exclusively by
reference to the shares of the successor or survivor
corporation which result from the beneficial ownership of
shares of common stock of Dan River by the persons described
in clause (iv)(A) immediately before the consummation of such
transaction.
A Change in Control shall be deemed to have occurred on the date which
includes the "closing" of the transaction which results from a Change
in Control or, if there is no transaction which results from a Change
in Control, the date of such Change in Control as reported by Dan River
to the Securities and Exchange Commission.
This Amendment No. 1 is effective as of the date of the Board of
Director's approval thereof, i.e., November 25, 2002.
DAN RIVER INC.
By: /s/ Joseph L. Lanier, Jr.
--------------------------
Joseph L. Lanier, Jr.
Chairman and Chief Executive
Officer
2