Exhibit 10(b)(b)
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SEVERANCE AGREEMENT
THIS SEVERANCE AGREEMENT is entered into this 27th day of September,
2000 by and between Guilford Mills, Inc., a Delaware corporation (the
"Company"), and Terrence E. Geremski, a resident of Guilford County, North
Carolina (the "Employee").
WITNESSETH:
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WHEREAS, the Employee is employed by the Company as its Executive Vice
President and Chief Financial Officer and the Employee also serves as a director
of the Company; and
WHEREAS, the Employee and the Company have agreed that the Employee
will resign as an officer, employee and director of the Company as more fully
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Resignation.
(a) The Employee hereby acknowledges and agrees that his
resignation as an officer of the Company, and as an
employee, officer and director of any and all
subsidiaries and affiliates of the Company, shall be
effective as of the Effective Date, as hereinafter
defined. The Employee shall remain as an employee and
director of the Company through and until December
31, 2000 (the "Employment Termination Date"), at
which time his employment with the Company and his
service on the Company's Board of Directors shall
terminate. The Employee shall take such action and
execute and deliver all such documents and agreements
as the Company may request for purposes of
effectuating the Employee's resignations as an
officer, employee and director of the Company and its
subsidiaries and affiliates.
(b) Prior to the Employment Termination Date, the
Employee shall provide such advisory and consulting
services within his areas of experience as may be
assigned or delegated to him by the Chairman of the
Board of the Company or the President of the Company.
The Employee shall furnish such consulting services
to the Company faithfully and to the best of his
ability on such dates and at such times during such
period as are reasonably requested by the Company.
The Employee shall perform all such services at, upon
the direction of the Chairman of the Board of the
Company or the President of the Company, either the
Employee's residence or one of the Company's offices.
The Company shall provide, at its sole cost and
during the period commencing as soon as practicable
after the Effective Date and ending on the Employment
Termination
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Date, an off premises telephone extension linking the
Employee's residential telephone line with the
Company's telephone system. The Employee shall have
no authority to bind or obligate the Company in any
manner whatsoever during the period of such
consulting or thereafter. Prior to the Employment
Termination Date, the Employee shall devote all of
his business time, attention, knowledge, energy and
skills to the performance and discharge of such
consulting services assigned or delegated to him and
agrees not to engage in any other business activity
whatsoever, except that the Employee shall be
permitted to spend a reasonable amount of time and
effort (i) providing services to civic and charitable
organizations and (ii) availing himself of the
outplacement services described in Section 7(a)
hereof and searching for a new full-time employment
position commencing after the Employment Termination
Date.
2. Payments.
(a) The Company shall pay to the Employee the amount of
Twenty Nine Thousand One Hundred Sixty Six Dollars
and 67/100 ($29,166.67), on October 15, 2000,
November 15, 2000 and December 15, 2000, in each case
subject to applicable withholding for Federal, State
and local income taxes, FICA, FUTA and other legally
required withholding taxes and contributions
(collectively, "Withholdings").
(b) Subject to the Employee's execution and delivery of
the release in accordance with Sections 8(b) and 8(c)
hereof, the Company shall pay to the Employee as
severance the amount of One Hundred Seventy Five
Thousand Dollars ($175,000.00), subject to
Withholdings, on or before the tenth day after the
Company's receipt of the Employee's executed release
pursuant to Section 8(c) hereof.
(c) Subject to the Employee's execution and delivery of
the release in accordance with Sections 8 (b) and
8(c) hereof, the Company shall pay to the Employee as
severance the amount of Six Hundred Twenty Five
Thousand Dollars ($625,000.00), payable in 24 equal,
consecutive monthly installments during the period
commencing on February 15, 2001 and ending on January
15, 2003 (the period commencing on January 1, 2001
and ending on January 15, 2003 or, if payments and
benefits hereunder are terminated pursuant to Section
11(b) hereof, ending on the date of such termination,
hereinafter referred to as the "Severance Period"),
in each case subject to Withholdings.
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3. Health and Supplemental Life Insurance; Disability Insurance.
The Employee shall remain eligible to participate in the
Company's health and dental insurance, and supplemental life
insurance plans during the Severance Period on the same basis
as if he were employed with the Company. Thereafter, the
Employee shall have the right to convert health and dental
insurance coverage pursuant to the provisions of COBRA to the
extent permitted under the applicable plans and so long as
such COBRA coverage is acceptable to the insurance carriers.
The Company shall deduct from each payment made to the
Employee pursuant to Section 2 hereof the amount of the
Employee's cost in participating in such plans in accordance
with the applicable terms and provisions of such plans and on
the same basis as if he were employed with the Company. The
Company shall notify the Employee of changes in such plans at
the same time as it notifies its employees of such changes.
The Employee may elect to terminate his participation in such
plans at any time during the Severance Period by providing
written notice of such election to the Company. The Employee's
coverage under the Company's disability insurance plans,
including basic, supplemental and excess plans, will terminate
as of the Employment Termination Date.
4. Stock Options. Subject to the terms of the Company's 1991
Stock Option Plan, as amended, and the terms of the stock
option contracts previously entered into between the Company
and the Employee, the Employee shall be eligible and entitled
to exercise the options previously granted to him as follows:
(1) stock options to acquire 50,000 shares of Company common
stock at any time before March 31, 2001 at an exercise price
of $19.75 per share, $21.725 per share or $23.70 per share,
except that options to acquire no more than 18,750 shares of
Company common stock can be exercised at an exercise price of
either $23.70 per share or $21.725 per share and options to
acquire no more than 37,500 shares of Company common stock can
be exercised at an exercise price of $19.75 per share, (2)
stock options to acquire 30,000 shares of Company common stock
at any time before March 31, 2001 at an exercise price of
$19.53 per share, (3) stock options to acquire 12,666 shares
of Company common stock at any time before March 31, 2001 at
an exercise price of $6.03 per share and (4) stock options to
acquire 11,250 shares of Company common stock at any time
before February 6, 2001 at an exercise price of $14.87 per
share.
5. Restricted Stock. Subject to the terms of the Company's 1989
Restricted Stock Plan, as amended, and the terms of the
restricted stock agreements previously entered into between
the Company and the Employee, the Employee shall vest in the
54,000 shares of restricted Company common stock previously
granted to him thereunder, and all accrued dividends and
interest thereon, effective December 31, 2000. The vesting of
such shares of Company common stock shall constitute a taxable
event for the Employee. The Company shall send to the Employee
on or about December 31, 2000 a form pursuant to which the
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Employee can elect the manner in which such tax obligation may
be satisfied. After the Employee's tax obligation in
connection with such restricted stock vesting is satisfied,
the Company shall send to the Employee a certificate
evidencing 54,000 shares of Company common stock, less any
shares withheld to satisfy taxes.
6. SERP; Life Insurance. Simultaneously with the execution and
delivery of this Agreement, the parties shall execute (i) the
First Amendment to the Senior Managers' Supplemental
Retirement Plan Agreement in the form attached hereto as
Exhibit A, (ii) the First Amendment to the Senior Managers'
Pre-Retirement Life Insurance Agreement in the form attached
hereto as Exhibit B and (iii) the First Amendment to the
Senior Managers' Life Insurance Plan Agreement in the form
attached hereto as Exhibit C. The foregoing amendments shall
be held by the Company in escrow, and shall not have any force
or effect, unless and until the Effective Date occurs at which
time the Company shall forward to the Employee counterpart
originals of such amendments. If the Employee instead
exercises his rights to revoke this Agreement in accordance
with the terms of Section 8 hereof, then the Company shall
destroy such amendments and they shall be given no force or
effect and shall be void ab initio.
7. Other Benefits.
(a) The Company shall reimburse the Employee, upon the
Company's receipt of adequate supporting
documentation, for the cost of any reasonable
outplacement services directly related to the
Employee's search for a new full-time employment
position, which services the Employee obtains during
the one year period commencing on the date hereof,
provided that in no event shall the Company be
obligated to reimburse the Employee more than Ten
Thousand Dollars ($10,000.00) for such services.
(b) The Employee's recent account balances in the
Company's Salaried Associate Retirement
Profit-Sharing Plan, Employee Stock Ownership Plan
and Excess Benefit Plan (collectively, the
"Retirement Plans"), together with information and
instructions concerning distribution alternatives,
are set forth on Exhibit D hereto. The Employee shall
be eligible to receive a contribution to his accounts
under the Retirement Plans with respect to the
Company's 2000 fiscal year ending October 1, 2000 on
the same basis as other participants in such plans,
if and to the extent any contributions are made by
the Company to such plans.
(c) The Employee shall be permitted to retain after the
Effective Date the following items of Company office
equipment: (i) the personal computer, printer and
scanner which the Employee has been using at his
residence, (ii) the cellular phone, Palm Pilot and
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dictaphone which are in the Employee's possession;
and (iii) Toshiba laptop computer, model no. Tecra
700CT.
(d) Within five business days after the Effective Date,
the Company shall pay to the Employee the amount of
any accrued, but unused vacation with respect to the
2000 calendar year in accordance with the Company's
vacation policy.
(e) The change-in-control severance agreement, dated June
1, 2000, between the Company and the Employee will
continue and expire in accordance with its terms.
(f) The Employee expressly acknowledges and agrees that
the payment or extension of benefits provided or
described in this Agreement shall constitute the sole
and entire compensation and benefits due or to become
due to him in connection with his employment by the
Company and his service on the Company's Board of
Directors (and the termination thereof). The Employee
further acknowledges and agrees that the Company
shall have no obligation to provide to the Employee
any wages, salary, bonuses, vacation pay, stock
options or other stock awards, benefits or
compensation of any kind or nature whatsoever, except
as specifically provided for or described in this
Agreement. Without limiting the generality of the
foregoing, the Employee expressly waives any rights
he might otherwise have to participate in any manner
whatsoever in the 401(k) retirement plan which the
Company intends to adopt. Except as otherwise
expressly provided, the Company shall have no
obligation to maintain or continue any particular
benefit plan.
8. Release.
(a) The Employee specifically acknowledges the following:
(i) the Employee has been given at least 21 days
within which to consider this Agreement; (ii) the
Employee is advised to consult with an attorney
before executing this Agreement, and the Employee
acknowledges that he has had the opportunity to
consult an attorney; (iii) the Employee has seven
days following the execution of this Agreement to
revoke the Agreement; this Agreement, and the rights
and obligations of the parties hereunder, will become
effective upon the eighth day (the "Effective Date")
following the date hereof, provided the Employee does
not earlier revoke this Agreement by notifying the
Company in writing of his election to revoke; (iv)
the Employee recognizes that he is specifically
releasing, among other claims, any claims he may have
arising under the Age Discrimination in Employment
Act of 1967 and all amendments thereto; (v) the
Employee is not waiving any rights or claims that he
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may have which arise after the date of this Agreement
is executed; and (vi) the Employee also acknowledges
that this Agreement is intended by the parties to
comply with the terms and provisions of the Older
Workers' Benefit Protection Act of 1990 and all
amendments thereto.
(b) The Employee, for himself, his heirs, executors,
administrators, successors and assigns (collectively
hereinafter referred to as "Releasors") hereby
releases without recourse and forever discharges the
Company, together with any subsidiary or affiliated
corporations, organizations or entities, and their
respective associates, employees, directors,
officers, agents, representatives, heirs, personal
representatives, successors and assigns (collectively
hereinafter referred to as "Releasees") from any and
all claims, actions, causes of action and demands for
money, losses, damages, costs, expenses or otherwise,
which Releasors have, or may have, against Releasees,
arising out of, involving, or connected to the
Employee's employment with the Company (or the
termination thereof) and the matters and things
referred to in this Agreement or otherwise,
including, without limitation, any claims arising out
of any of the terms and conditions of the Employee's
employment with the Company such as hiring,
promotion, compensation (including bonuses, shares of
stock, fringe benefits or other remuneration or
compensation however denominated), demotion, breach
of contract, tort or any adverse personnel action
taken against the Employee by the Company, and
Releasors understand and agree that this Agreement
represents a compromise of any and all claims, known
or unknown, and is a full and complete accord and
satisfaction with Releasees, as to all claims, known
and unknown, which Releasors have, or may have,
against Releasees through the date of this Agreement,
without the provisions hereof being construed to be
an admission of liability. Without limiting the
generality of the foregoing, Releasors further agree
that they will not institute or be a party to,
whether directly or indirectly, any civil action
against Releasees, under any Federal, State, or local
authority or any common law theory (whether founded
in tort or contract), including but not limited to 42
U.S.C.ss.1981, Title VII of the Civil Rights Act of
1964, the Equal Pay Act of 1963, the Civil Rights Act
of 1991, the Age Discrimination in Employment Act,
the Americans With Disabilities Act, the Employee
Retirement Income Security Act of 1974 (except as to
any claim with respect to any vested benefits or
rights under any of the Company's employee benefit
plans in which the Employee is a participant), or any
similar legislation, constitutional provision,
executive order or regulation, or any common law
theory (whether founded in tort or contract) in
connection with any act, state of facts, or
occurrence or omission, whether or not previously
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asserted, either occurring before or existing on the
date of execution of this Agreement. Notwithstanding
anything in the foregoing to the contrary, the
foregoing release shall not apply to the executory
provisions of this Agreement.
(c) As soon as practicable after the Employment
Termination Date, the Employee shall execute and
deliver to the Company a release, effective December
31, 2000, in the same form as the release set forth
in Section 8(b).
9. Confidentiality; No Solicitation; No Disparagement.
(a) The Employee acknowledges that given the senior
executive positions he has held with the Company, he
has had access to and acquired (and may, in
connection with the provision of the consulting
services described in Section 1(b) hereof or
otherwise, in the future acquire) sensitive,
confidential, proprietary and non-public information
relating to the Company, including, without
limitation, information concerning the Company's
business; operations; affairs; plans; policies;
business methods; systems; trade secrets; know-how;
employees, officers and directors and their
performance and personalities; customers and
manufacturing processes (collectively, the
"Information"). The Employee acknowledges the
confidentiality of the Information and that the
Company has a legitimate and significant business
interest in preventing the unauthorized disclosure of
the Information. The Employee shall not divulge, in
any manner whatsoever, any Information to any third
party or entity, except that this duty of
confidentiality shall not apply to Information that:
(i) is, or becomes, generally known to the public,
other than by reason of the Employee's breach of his
confidentiality obligations hereunder; (ii) was known
by the Employee at the time of the Company's
disclosure to him as evidenced by the Employee's
written records in existence prior to the Company's
disclosure thereof to him; (iii) is disclosed to the
Employee by a third party who, to the Employee's
knowledge, has a legal right to make such disclosure;
or (iv) is required to be disclosed by law or a court
of competent jurisdiction (it being acknowledged and
agreed that in such event, the Employee shall
promptly notify the Company of such requirement and
provide the Company an opportunity (if it so elects)
to contest such law or court order and the Employee
shall cooperate with the Company in any efforts to
contest such law or court order). Except as expressly
set forth in Section 7(c) hereof, the Employee shall
deliver to the Company (i) on or before the Effective
Date all documents, notes, programs, data and any
other materials of the Company (including any copies
thereof) in the Employee's possession or under his
control as of such date, and (ii) on or before the
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Employment Termination Date, all documents, notes,
programs, data and any other materials of the Company
(including any copies thereof) which the Employee
acquires possession or control of after the Effective
Date and which are in his possession or under his
control as of the Employment Termination Date
(b) Notwithstanding anything to the contrary contained
herein, the Employee and the Company covenant and
agree that they will keep confidential and will not
disclose to anyone the terms of this Agreement except
(i) in an action arising out of a breach or alleged
breach of any provision of this Agreement; (ii) to
the Internal Revenue Service, the North Carolina
Department of Revenue, any other taxing authority, or
any court, tribunal or agency in which any action or
proceeding is pending with respect to any tax
liability asserted against the Employee; (iii)
communications to the following: (1) the attorneys,
accountants and financial advisors representing the
Employee and the Company, (2) the Employee's
immediate family, (3) any bank, financial institution
or other person from whom the Employee may seek a
loan or any other extension of credit or who may
request a financial statement from the Employee, (4)
the officers and directors of the Company, and (5)
any other person (including, without limitation, the
shareholders of the Company) to whom such information
must be furnished by law, by federal or state
regulation, or by order of any court, tribunal or
agency of competent jurisdiction.
(c) During the Severance Period, the Employee shall
refrain, without first obtaining the written consent
of the Company, from directly or indirectly
soliciting, enticing, persuading, inducing or hiring
any employee, consultant, agent, independent
contractor or other person (other than secretarial
and clerical personnel) who is employed by the
Company on the date hereof or who has been employed
by the Company during the 12 month period preceding
such date to become employed by any person, firm,
entity or corporation or approach any such person for
any of the foregoing reasons.
(d) The Employee agrees that he will not make any
statement, or encourage or assist any other person or
entity to make any statement, disparaging the
reputation, business, or character of the Company or
of any of the Company's associates, employees,
officers, or directors.
(e) The Company acknowledges that the Employee has
previously entered into several stock-based benefit
agreements with the Company (namely, stock option
contracts dated February 6, 1996, May 27, 1997 and
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June 24, 1998 and restricted stock agreements dated
May 27, 1997 and June 24, 1998), which agreements
prohibit the Employee, after certain terminations of
employment with the Company, from becoming employed
by, or providing similar services to, competitors of
the Company. To the extent such prohibitions by their
terms apply only in the event of the termination of
the Employee's employment by the Company for cause or
the Employee's voluntary termination of employment,
such prohibitions shall not apply to the Employee
after the Employment Termination Date, provided that
the Employee does not breach this Agreement.
10. Developments.
(a) The Employee acknowledges that all developments,
including, without limitation, inventions, patentable
or otherwise, discoveries, improvements, patents,
trade secrets, designs, reports, computer software,
flow charts and diagrams, procedures, data,
documentation, ideas and writings and applications
thereof relating to the Company's business or planned
business that, alone or jointly with others, the
Employee may have conceived, created, made,
developed, reduced to practice or acquired during his
employment with the Company (collectively, the
"Developments") are works made for hire and shall
remain the sole and exclusive property of the Company
and the Employee hereby assigns to the Company all of
his right, title and interest in and to all such
Developments. If, for any reason, such Developments
are not deemed works for hire, the Employee shall
assign, and hereby assigns to the Company all of the
Employee's right, title and interest (including, but
not limited to copyright, patent, and all rights of
inventorship) in and to such Developments. The
Employee agrees that he will, at any time upon
request and at the expense of the Company, promptly
execute all instruments and papers and perform all
acts whatsoever, which are necessary or desired by
the Company to vest and confirm in the Company, and
its successors, assigns and nominees, fully and
completely, all rights created by this section and
which may be necessary or desirable to enable the
Company, and its successors, assigns and nominees, to
secure and enjoy the full benefits and advantages
thereof. The Employee shall assist and cooperate with
the Company or its representatives in any controversy
or legal proceeding relating to such Developments, or
to any patents, copyrights or trade secrets with
respect thereto. If for any reason the Employee
refuses or is unable to assist the Company in
obtaining or enforcing its rights with respect to
such Developments, the Employee hereby irrevocably
designates and appoints the Company and its duly
authorized agents as the Employee's agents and
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attorneys-in-fact to execute and file any documents
and to do all other lawful acts necessary to protect
the Company's rights in the Developments. The
Employee expressly acknowledges that the special
foregoing power of attorney is coupled with an
interest and is therefore irrevocable and shall
survive the death of or incompetency of the Employee
as well as any termination of this Agreement.
(b) The Employee grants to the Company all right, title
and interest in and to all developments, including,
without limitation, inventions, patentable or
otherwise, discoveries, improvements, patents, trade
secrets, designs, reports, computer software, flow
charts and diagrams, procedures, data, documentation,
ideas and writings and applications, which are not
within the scope of Developments as defined herein
but which have been conceived or made by the Employee
during the hours which he is employed by the Company
or with the use or assistance of the Company's
facilities or materials and personnel.
For purposes of Sections 9 and 10 hereof, the term
the "Company" shall include not only Guilford Mills,
Inc., but also all subsidiaries and affiliated
corporations, organizations or entities thereof.
(c) The duties and obligations imposed on the Employee by
virtue of Sections 9 and 10 shall be in addition to
any other duties and obligations to which the
Employee may be subject by virtue of statutory or
common law including, without limitation, any duties
and obligations based upon the Employee's status as
an officer or director of the Company.
11. Remedies.
(a) The Employee acknowledges and agrees that any breach
by him of the provisions of Section 9 or 10 hereof
will cause the Company irreparable injury and damage.
The Employee, therefore, expressly agrees that in
addition to any other remedies the Company may have
under this Agreement or otherwise, the Company shall
be entitled to injunctive and/or other equitable
relief to prevent an anticipatory or continuing
breach of Section 9 or 10 hereof and to secure its
enforcement.
(b) If the Employee breaches the terms of this Agreement,
then the Company's obligation to continue payments or
extend benefits to him pursuant to Sections 2, 3, 4
and 5 hereof shall terminate and the Employee shall
forfeit any amounts which otherwise would be owed to
him thereunder, provided, however, that
notwithstanding the foregoing, the Company shall not
have the right to terminate such payments and
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benefits unless it has afforded the Employee,
together with (at the Employee's option) the
Employee's counsel, an opportunity to be heard before
the Company's Board of Directors at a meeting of the
Board of Directors called after reasonable notice to
the Employee. The Company's right to cease payments
and benefits as set forth in the preceding sentence
shall be in addition to any and all other rights,
remedies and damages to which the Company may be
entitled in the event of such a breach.
12. Notices. All (i) notices and other communications hereunder
shall be given in writing by hand delivery, sent via facsimile
to the facsimile number below with telephone confirmation,
sent by overnight courier or registered or certified mail,
return receipt requested, postage prepaid, addressed to the
party to receive the same at his or its respective address set
forth below or at such other address as may from time to time
be designated by either party to the other hereunder in
accordance with this Section 12 and (ii) all payments payable
to the Employee hereunder shall be sent to the Employee's
account already designated by the Employee for purposes of the
Company's direct payroll deposit system or, upon written
notice furnished by the Employee to the Company in accordance
with this Section 12, such payments shall be sent by check to
the address designated by the Employee in such notice:
If to the Employee:
Terrence E. Geremski
One Loch Ridge Court
Greensboro, NC 27408
Fax No. 336/545-9155
If to the Company:
Guilford Mills, Inc.
4925 W. Market Street
Greensboro, NC 27407
Attn: Law Department
Fax No. 336/316-4057
13. Miscellaneous.
(a) This Agreement and exhibits attached hereto describe
the parties' entire agreement with respect to the
benefits to which the Employee is entitled by virtue
of his employment with the Company and his service on
the Company's Board of Directors and the termination
thereof, and the Employee is entitled to no benefits
arising out of or in connection with such employment
or service (or termination thereof) other than the
benefits expressly described or referenced herein.
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(b) All changes, additions, modifications or deletions
hereto must be in writing and signed by all of the
parties in order to be effective.
(c) This Agreement has been executed in Guilford County,
North Carolina, and shall be construed, interpreted,
and enforced pursuant to and under the internal laws
of the State of North Carolina without regard to
principles of conflict of laws. Furthermore, the
parties agree to accept service of process and to
litigate any dispute between them arising out of or
related to this Agreement, in the District or
Superior Court Division of the General Court of
Justice of the State of North Carolina, Guilford
County, submitting to the jurisdiction of such court,
and they waive any right to object to or to contest
service of process or such jurisdiction and to
litigate elsewhere.
(d) This Agreement may be executed in one or more
counterparts, each of which shall be deemed an
original but all of which, when taken together, shall
constitute the same Agreement.
(e) This Agreement may be enforced by any party it is
intended to benefit, including without limitation,
the Employee's estate, heirs and personal
representatives and the Company's employees, officers
and directors.
(f) In case any one or more of the provisions of this
Agreement should be found to be invalid, illegal or
unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions
contained herein shall not in any way be affected or
impaired thereby.
(g) No failure by either party hereto to exercise, and no
delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder by either
party preclude any other or future exercise of that
right or any other right hereunder by that party.
(h) During the Severance Period, the Employee shall
provide from time to time, upon reasonable advance
notice and without any additional compensation
(except that the Employee shall be entitled to
reimbursement for reasonable and necessary expenses
incurred in connection therewith), additional
consulting services to the Company, including without
limitation consultation with the Company's counsel,
with respect to any litigation, arbitration, claim or
investigative proceeding involving or affecting the
Company, provided, however, that in no event shall
the Employee be required to provide consulting
services to the extent, and only to the extent, that
the provision of such services would unreasonably
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interfere with the Employee performing full-time
employment services, or substantially similar
services, to any person, firm or entity other than
the Company.
(i) The Employee expressly acknowledges that (1) he has
fully read and understands this Agreement and the
final and binding nature and effect hereof, (2) he is
executing this Agreement of his own free will and
volition, (3) he has had an opportunity to consult
with his own legal counsel and (4) he has had a
reasonable opportunity to review and consider this
Agreement.
(j) The Employee expressly acknowledges that the
severance payments provided for hereunder are in
addition to any other benefits he is otherwise
entitled to by virtue of the termination of his
employment with the Company.
(k) This Agreement has been jointly negotiated by the
parties and no part of this Agreement shall be
construed either in favor of or against either party
on the basis of a party's identity as the drafter of
any part of this Agreement or on some other basis.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Attest: GUILFORD MILLS, INC.
/s/ Robert A. Emken, Jr. By: /s/ Charles A. Hayes
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Secretary Name: Charles A. Hayes
Title: Chairman of the Board
[CORPORATE SEAL]
/s/ Terrence E. Geremski
------------------------
Terrence E. Geremski
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EXHIBIT A
FIRST AMENDMENT TO SENIOR MANAGERS' SUPPLEMENTAL RETIREMENT PLAN AGREEMENT
THIS FIRST AMENDMENT TO SENIOR MANAGERS' SUPPLEMENTAL RETIREMENT PLAN
AGREEMENT is entered into this 27th day of September, 2000 by and between
Guilford Mills, Inc., a Delaware corporation (the "Corporation"), and Terrence
E. Geremski (the "Associate").
WITNESSETH:
WHEREAS, the Corporation and the Associate have entered into a plan
agreement, dated as of July 1, 1992 (the "Plan Agreement"), pursuant to the
terms of the Corporation's Senior Managers' Supplemental Retirement Plan; and
WHEREAS, the parties desire to amend the terms of the Plan Agreement as
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The second sentence of Section 1 of the Plan Agreement is hereby
deleted in its entirety and the following is substituted in its place:
Upon attaining age 65, the Associate shall be eligible to
receive from the Corporation an annual amount of $125,000,
payable in substantially equal monthly installments, for a
period of ten consecutive years.
2. Section 2 of the Plan Agreement is hereby deleted in its entirety.
3. Section 4 of the Plan Agreement is hereby deleted in its entirety.
4. Except as otherwise expressly provided herein, the Plan Agreement
remains unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
GUILFORD MILLS, INC.
By: ________________________________
Name: ____________________________
Title: _____________________________
----------------------------------
Terrence E. Geremski
14
<PAGE>
EXHIBIT B
FIRST AMENDMENT TO SENIOR MANAGERS' PRE-RETIREMENT LIFE INSURANCE AGREEMENT
THIS FIRST AMENDMENT TO SENIOR MANAGERS' PRE-RETIREMENT LIFE INSURANCE
AGREEMENT is entered into this 27th day of September, 2000 by and between
Guilford Mills, Inc., a Delaware corporation (the "Corporation"), and Terrence
E. Geremski (the "Associate").
WITNESSETH:
WHEREAS, the Corporation and the Associate have entered into a Senior
Managers' Pre-Retirement Life Insurance Agreement, dated as of July 1, 1992 (the
"Insurance Agreement"); and
WHEREAS, the parties desire to amend the terms of the Insurance
Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The first sentence of Section 6 of the Insurance Agreement
is hereby deleted in its entirety and the following is substituted in
its place:
This Agreement shall terminate upon the last day of the month
in which the Associate receives his last severance payment
pursuant to the terms of the Severance Agreement, dated
September 27, 2000, between the Associate and the Corporation.
2. The second sentence of Section 8 of the Insurance Agreement
is hereby deleted in its entirety and the following is substituted in
its place:
The Associate shall pay such required premium to the
Corporation through after tax contributions withheld from his
salary or severance payments, as the case may be.
3. Section 9 of the Insurance Agreement is hereby deleted in
its entirety.
4. Except as otherwise expressly provided herein, the
Insurance Agreement remains unmodified and in full force and effect.
15
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
GUILFORD MILLS, INC.
By: ________________________________
Name: ____________________________
Title: _____________________________
----------------------------------
Terrence E. Geremski
16
<PAGE>
EXHIBIT C
FIRST AMENDMENT TO SENIOR MANAGERS' LIFE INSURANCE PLAN AGREEMENT
THIS FIRST AMENDMENT TO SENIOR MANAGERS' LIFE INSURANCE PLAN AGREEMENT
is entered into this 27th day of September, 2000 by and between Guilford Mills,
Inc., a Delaware corporation (the "Corporation"), and Terrence E. Geremski (the
"Participant").
WITNESSETH:
WHEREAS, the Corporation and the Participant have entered into a Senior
Managers' Life Insurance Plan Agreement, dated as of July 1, 1992 (the "Plan
Agreement"), pursuant to the terms of the Corporation's Senior Managers' Life
Insurance Plan; and
WHEREAS, the parties desire to amend the terms of the Plan Agreement as
set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. The first sentence of the fourth paragraph of the Plan
Agreement (i.e., the first paragraph appearing under the heading
"Termination of this Agreement Prior to Death of the Participant") is
hereby deleted in its entirety and the following is substituted in its
place:
Prior to the death of the Participant, this Agreement shall
terminate upon the date the Participant reaches age 65 or, if
earlier, upon the occurrence of any of the events set forth in
Sections 6.0 (A), (C), (D) or (E) of the Plan.
2. The first sentence of the fifth paragraph of the Plan
Agreement (i.e., the first paragraph appearing under the heading
"Premiums") is hereby deleted in its entirety and the following is
substituted in its place:
The Participant hereby agrees that his annual premium under
the Policy shall be withheld by the Corporation from his
salary or severance payments, as the case may be, in regular
equal installments.
3. Except as otherwise expressly provided herein, the Plan
Agreement remains unmodified and in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
GUILFORD MILLS, INC.
By: ________________________________
Name: ____________________________
Title: _____________________________
----------------------------------
Terrence E. Geremski
17
