SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities
Exchange Act of 1934 (Amendment No.)
Filed by registrant [x]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
Delta Woodside Industries, Inc.
(Name of Registrant as Specified in Its Charter)
Delta Woodside Industries, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1) (ii), 14a-6(i)(1),
or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act
or Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1), or
14a-6(j)(2)
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) per unit price or other underlying value of transaction
computed
pursuant to Exchange Act Rule 0-11:*
* Set forth amount on which the filing fee is calculated and
state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by the
Exchange Act Rule 011(a)(2) and identify the filing for which the
offsetting was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
DELTA WOODSIDE INDUSTRIES, INC.
233 N. Main Street, Hammond Square, Suite
200 Greenville, South Carolina 29601
Telephone (803) 232-8301
PROXY STATEMENT
ANNUAL MEETING OF
SHAREHOLDERS
November 9, 1995
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Delta Woodside
Industries, Inc., a South Carolina corporation (the "Company"),to be
voted at the Annual Meeting of Shareholders of the Company to be held
at the Hyatt Regency Hotel, 220 North Main Street, Greenville, South
Carolina at 10:30 a.m. on Thursday, November 9, 1995. The
approximate date of mailing this Proxy Statement and the
accompanying proxy is October 6, 1995.
Only shareholders of record at the close of business
on October 2, 1995 are entitled to receive notice of
and to vote at the Annual Meeting. As of such date,
there were outstanding 24,426,576 shares of common
stock, $.01 par value (the only voting securities), of
the Company. Each share is entitled to one vote.
Each shareholder described above will be sent this Proxy
Statement, the accompanying Notice of Annual Meeting and a
proxy card. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. A
proxy may be revoked by (i) delivery to the Secretary of the
Company, at or before the Annual Meeting, of a written notice of
revocation bearing a later date than the proxy, (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the
Secretary of the Company at or before the Annual Meeting or (iii)
attending the Annual Meeting and giving notice of revocation to the
Secretary of the Company or in open meeting prior to the proxy
being voted (although attendance at the Annual Meeting will not in
and of itself constitute a revocation of a proxy). Any written
notice revoking a proxy should be sent to: Delta Woodside Industries,
Inc., 233 North Main Street, Hammond Square, Suite 200, Greenville,
South Carolina 29601, Attention: Secretary.
All shares represented by valid proxies received
pursuant to the solicitation and prior to voting at the
meeting and not revoked before they are exercised will be
voted, and, if a choice is specified with respect to any
matter to be acted upon, the shares will be voted in
accordance with such specification. If no contrary
instructions are indicated, all shares represented by a
proxy will be voted FOR election to the Board of
Directors of the nominees described herein, FOR
ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors for the Company for fiscal 1996,
FOR approval of the proposed amendment to the
Company's Incentive Stock Award Plan, FOR approval of
the proposed amendment to the Company's Stock Option
Plan, and in the discretion of the proxy holders as to
all other matters that may properly come before the Annual
Meeting.
The presence, either in person or by proxy, of the holders
of a majority of the outstanding shares of common stock at
October 2, 1995 is necessary to constitute a quorum at the
Annual Meeting. Directors will be elected by a plurality of
the votes cast at the Annual Meeting. The affirmative vote
of more shares present or represented at the Annual Meeting
voting in favor than voting against will be required to
ratify the appointment of auditors. The affirmative vote of
the holders of a majority of shares present, or represented,
and entitled to vote at the Annual Meeting will be required
to approve the amendment to the Incentive Stock Award Plan
and will be required to approve the amendment to the Stock
Option Plan. Abstentions and broker non-votes, which are
separately tabulated, are included in the determination of
the number of shares present for quorum purposes. Broker
non-votes have no effect on the vote, but abstentions have
the same practical effect as a vote against, with respect to
each of the proposal to amend the Incentive Stock Award Plan
and the proposal to amend the Stock Option Plan. Broker non
votes and abstentions have no effect on the votes respecting
the other matters to be voted upon at the meeting.
ELECTION OF DIRECTORS
The by-laws of the Company provide that the number of
Directors to be elected at any meeting of shareholders may
be determined by the Board of Directors. The Board has
determined that seven Directors shall be elected at the
Annual Meeting. The shareholders' common stock may not be
voted cumulatively in the election of Directors.
The following seven persons are nominees for election as
Directors at the Annual Meeting to serve until the next
annual meeting of shareholders of the Company or until their
successors are duly elected and qualified. Unless authority
to vote at the election of Directors is withheld, it is the
intention of the persons named in the enclosed form of proxy
to nominate and vote for the persons named below, all of
whom are currently Directors of the Company. Except as
otherwise noted below, the business address of each nominee
is Delta Woodside Industries, Inc., 233 North Main Street,
Hammond Square, Suite 200, Greenville, South Carolina 29601.
Each such person is a citizen of the United States. There
are no family relationships among the Directors and the
executive officers of the Company, except that Buck Mickel
is the father of Buck A. Mickel.
Management of the Company believes that all of the
nominees will be available and able to serve as Directors,
but in the event any nominee is not available or able to
serve, the shares represented by the proxies will be voted
for such substitute as shall be designated by the Board of
Directors.
Name and Age Principal Occupation Director Since(1)
C. C. Guy (62) Retired Businessman 1984
Shelby, North Carolina (2) (9)(10)
Dr. James F. Kane (63) Dean Emeritus of the Collegeof 1986
Business Administration of the
University of South Carolina,
Columbia, South Carolina (3)
(9) (10)
Dr. Max Lennon (55) President and Chief Executive 1986
Officer of Eastern Foods, Inc.
Atlanta, Georgia (4) (9) (10)
E. Erwin Maddrey, II (54) President and Chief Executive 1984
Officer of the Company (5)
Buck A. Mickel (39) Vice President of Micco Corporation, 1984
Greenville, South Carolina (6)(10)
Buck Mickel (69) Chairman of the Board and Chief 1987
Executive Officer of RSI Holdings,Inc.,
Greenville, South Carolina (7)(10)
Bettis C. Rainsford (44) Executive Vice President,Chief 1984
Financial Officer and Treasurer
of the Company (8)
(1) Includes service as a director of the Company's
predecessor by merger, Delta Woodside Industries, Inc., a
Delaware corporation ("Old Delta Woodside"), or any
predecessor company to Old Delta Woodside.
(2) C. C. Guy served as Chairman of the Board of Old Delta
Woodside or its predecessors from the founding of Old Delta
Woodside's predecessors in 1984 until November 1989. Since
before the November 15, 1989 merger (the "RSI Merger") of
Old Delta Woodside into RSI Corporation, a South
Carolina corporation which changed its name to Delta
Woodside Industries, Inc. and is now the Company, he has
been
a director of RSI Holdings, Inc., and from before the
RSI Merger he also served as President of RSI Holdings,
Inc. until January 1995. RSI Holdings, Inc. until
1992 was engaged in the sale of outdoor power equipment,
until 1994 was engaged in the sale of turf care products
and currently is seeking new business opportunities.
Prior to November 15, 1989, RSI Holdings, Inc. was a
subsidiary of RSI Corporation. Mr. Guy served from
October 1979 until November 1989 as President,
Treasurer and a director of RSI Corporation. Prior to
the RSI Merger, RSI Corporation owned approximately 40% of
the outstanding shares of common stock of Old Delta
Woodside and, among other matters, was engaged in the
office supply business, as well as the businesses of
selling outdoor power equipment and turf care products.
(3) Dr. James F. Kane is Dean Emeritus of the College
of Business Administration of the University of South
Carolina, having retired during 1993 as Dean, in which
capacity he had served since 1967. He also serves as a
director of Liberty Corporation and Glassmaster Company.
(4) Dr. Max Lennon was President of Clemson
University from March 1986 until August 1994. He
commenced service in August 1994 as President and
Chief Executive Officer of Eastern Foods, Inc., which
is engaged in the business of manufacturing and
distributing food products. He also serves as
a director of First Union Corporation and Duke Power Company.
(5) E. Erwin Maddrey, II was President and Chief
Executive Officer of Old Delta Woodside or its
predecessors from the founding of Old Delta Woodside's
predecessors in 1984 until
the RSI Merger and he has served in such positions with
the Company since the RSI Merger. He also serves as a
director of Kemet Corporation and Renfro Corporation.
(6) Buck A. Mickel was a Vice President of Old
Delta Woodside or its predecessors from the founding of
Old Delta Woodside's predecessors until November 1989,
Secretary of Old Delta Woodside from November 1986 to
March 1987, and Assistant Secretary of Old Delta
Woodside from March 1987 to November 1988. He served as
Vice President and a director of RSI Holdings, Inc.
from before the RSI Merger until January 1995 and
served as Vice President of RSI Corporation from October
1983 until November 1989, with which he had been
employed since 1981.
(7) Buck Mickel has served in various executive
positions, including Vice Chairman of the Board of Fluor
Corporation, which is engaged in the engineering,
construction and minerals business, from which position
he resigned in March 1987;
Chairman of the Board of Daniel International
Corporation, a construction company wholly-owned by
Fluor Corporation, from which position he resigned in
March 1987; and Chairman of the Board and Chief Executive
Officer of RSI Corporation until November 1989. Since
before the RSI Merger, Mr. Mickel has been Chairman of
the Board and Chief Executive Officer of RSI Holdings,
Inc. Mr. Mickel also serves as a director of Duke
Power Company, Emergent Group, Inc.,
Fluor Corporation, Liberty Corporation, Monsanto
Company and NationsBank Corporation.
(8) Bettis C. Rainsford was Executive Vice President
and Chief Financial Officer of Old Delta Woodside
or its predecessors from the founding of Old Delta
Woodside's predecessors in 1984 until the RSI Merger and
has served in such positions with the Company since the
RSI Merger. Mr. Rainsford has served as Treasurer of
Old Delta Woodside or its predecessors or the Company
from 1984 to 1986, from August 1988 to November 1988
and from November 1990 to the present. He
is also President of The Rainsford Development
Corporation which is engaged in general business
development activities in Edgefield, South Carolina. Mr.
Rainsford also serves as a director of Martin Color-fi,
Inc.
(9) Member of Audit Committee.
(10) Member of Compensation Committee.
The Company's Directors hold office until the next
annual meeting of shareholders or until their successors
are duly elected and qualified.
The Board of Directors of the Company met physically or
by telephone five times during the fiscal year ended
July 1, 1995. The Compensation Committee of the Company met one
time and the Audit Committee of the Company met two
times during the fiscal year. Each Director
attended or participated in at least 75 percent of the
meetings of the Board and of any committee of which he
was a member. The Board does not have a standing
nominating committee.
The Audit Committee makes recommendations to the
Board regarding the selection of the Company's independent
public accountants, reviews the independence of such
accountants, approves the scope of the annual audit,
approves the fee payable to the independent accountants
and reviews the audit results. The Compensation Committee
reviews and submits to
the Board of Directors suggested executive
officers' salaries and bonuses and grants awards under
the Company's Incentive Stock Award Plan and options
under the Company's Stock Option Plan.
STOCK OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT
The following table sets forth certain information as
of October 2, 1995, regarding the beneficial ownership of
the Company's common stock by (i) persons beneficially
owning in any case more than five percent of the common
stock, (ii) the directors, (iii) the executive officers,
and (iv) all directors and executive officers as a
group. Unless otherwise noted in the notes to the
table, the Company believes that the persons named in
the table have sole voting and investment power with
respect to all shares of common stock of the Company
shown as beneficially owned by them.
Shares
Beneficially
Beneficial Owner Owned Percentage
E. Erwin Maddrey, II (1) 3,215,848 13.2%
233 North Main Street
Hammond Square, Suite 200
Greenville, SC 29601
Bettis C. Rainsford (2) 3,180,931 13.0%
108-1/2 Courthouse Square
Post Office Box 388
Edgefield, SC 29824
Buck A. Mickel (3) (4) (16) 1,564,680 6.4%
Post Office Box 6721
Greenville, SC 29606
Micco Corporation (4) 1,240,634 5.1%
Post Office Box 795
Greenville, SC 29602
Buck Mickel and 1,560,304 6.4%
Minor H. Mickel(4) (5) (16)
415 Crescent Avenue
Greenville, SC 29605
Minor M. Shaw (4) (6) 1,520,250 6.2%
Post Office Box 795
Greenville, SC 29602
Charles C. Mickel (4) (7) 1,493,434 6.1%
Post Office Box 6721
Greenville, SC 29606
C. C. Guy (8) (16) 39,178 (15)
James F. Kane (9) (16) 5,829 (15)
Max Lennon (10) (16) 4,905 (15)
Jane H. Greer (11) 32,454 (15)
Douglas J. Stevens (12) 14,842 (15)
Brenda L. Jones (13) 1,614 (15)
All directors and executive officers
as a group (10 Persons) (14) 8,966,154 36.7%
(1) Mr. Maddrey is the President and Chief
Executive Officer and a director of the Company. The
number of shares shown as
beneficially owned by Mr. Maddrey includes
approximately 553 shares held by Mr. Maddrey's wife
as custodian for one of Mr. Maddrey's children, as to
which shares Mr. Maddrey disclaims beneficial ownership,
425,470 shares held by the E. Erwin and Nancy B.
Maddrey, II Foundation, a charitable trust, as to
which shares Mr. Maddrey holds sole voting and
investment power but disclaims beneficial ownership, and
approximately 801 shares allocated to the account of Mr.
Maddrey per the latest report of the Company's Employee
Retirement Plan for fiscal 1994. The
allocation to employees of the fiscal 1995 contribution
to such plan has not been completed. Mr. Maddrey is
fully vested in the shares allocated to his account
in the Company's Employee Retirement Plan.
(2) Mr. Rainsford is the Executive Vice
President, Treasurer and Chief Financial Officer and a
director of the Company. The
number of shares shown as beneficially owned
by Mr. Rainsford includes 47,945 shares held by
The Edgefield County Foundation, a charitable trust, as to
which shares Mr. Rainsford holds sole voting and
investment power but disclaims beneficial ownership.
(3) Buck A. Mickel is a director of the Company.
The
number of shares shown as beneficially owned by Buck
A. Mickel includes 324,046 shares directly owned by him
and all of the 1,240,634 shares owned by Micco
Corporation. See
Note (4).
(4) The shares of common stock of Micco Corporation
are owned in equal parts by Minor H. Mickel, the wife of
Buck Mickel (a director of the Company), Buck A.
Mickel (a director of the Company), Minor M. Shaw and
Charles C. Mickel. Buck A. Mickel, Minor M. Shaw and
Charles C. Mickel are the children of Buck and Minor H.
Mickel. Minor H. Mickel, Buck A. Mickel, Minor M. Shaw
and Charles C. Mickel are officers and directors of
Micco Corporation. Each
of
Minor H. Mickel, Buck A. Mickel, Minor M. Shaw and
Charles C. Mickel disclaims beneficial ownership of three
quarters of the shares of the Company's common stock
owned by Micco Corporation. Minor H. Mickel, Buck A.
Mickel and Charles C. Mickel directly own 116,854
shares, 324,046 shares and 252,700 shares,
respectively, of the Company's common stock. Minor M.
Shaw, directly or as custodian for her children, owns
264,978 shares of the Company's common stock. In
addition, Buck Mickel directly owns 202,816 shares of
the Company's common stock, as to which shares Minor H.
Mickel may also be deemed a beneficial owner. Minor
H. Mickel disclaims beneficial ownership with respect to
these shares. Buck Mickel disclaims beneficial ownership
of the shares directly owned by Minor H. Mickel and the
shares owned by Micco Corporation. Minor M. Shaw's
husband, through an individual retirement account and
as custodian for her children, beneficially owns
approximately 14,638 shares of the Company's common
stock, as to which shares Minor M. Shaw may also be
deemed a beneficial owner. Minor M. Shaw disclaims
beneficial ownership with respect to these shares and
with respect to the 2,748 shares of the Company's common
stock held by her as custodian for her children. The
spouse of Charles C. Mickel owns 100 shares of the
Company's common stock, as to which shares Charles C.
Mickel may also be deemed a beneficial owner.
Charles C. Mickel disclaims beneficial ownership with
respect to these shares. Micco Corporation owns
1,240,634 shares of the Company's common
stock.
(5) Buck Mickel is a director of the Company. The
number of shares shown as beneficially owned by Buck
Mickel and Minor H. Mickel includes 202,816 shares
directly owned by Buck Mickel, 116,854 shares directly
owned by Minor H. Mickel and all of the 1,240,634
shares owned by Micco Corporation. See Note (4).
(6) The number of shares shown as beneficially owned
by Minor M. Shaw includes 264,978 shares owned by her
directly or as custodian for her children,
approximately 14,638 shares beneficially owned by
her husband through an
individual retirement account or as custodian for
her children, and all of the 1,240,634 shares owned by
Micco Corporation. See Note (4).
(7) The number of shares shown as beneficially owned
by Charles C. Mickel includes 252,700 shares owned by
him directly, 100 shares owned by his wife and all
of the 1,240,634 shares owned by Micco Corporation. See
Note (4).
(8) C. C. Guy is a director of the Company. The
number of shares shown as beneficially owned by C. C. Guy
includes 18,968 shares owned by his wife, as to which
shares Mr. Guy disclaims beneficial ownership.
(9) Dr. Kane is a director of the Company. The
shares shown as beneficially owned by him are held in
a Keogh account or an IRA account.
(10) Dr. Lennon is a director of the Company.
(11) Ms. Greer is Vice President and Secretary of the Company.
The number of shares shown as
beneficially owned by Ms. Greer includes approximately 946 shares
allocated to her account per the latest report of the Company's
Employee Retirement Plan for fiscal 1994. The allocation
to employees of the fiscal 1995
contribution to such plan has not been completed. Ms. Greer is fully
vested in the shares allocated to her account in the Company's
Employee Retirement Plan. Also included are 7,500 unissued shares
which can be acquired by the exercise of options exercisable within
60 days of October 2, 1995, but excludes 6,000 unissued shares
covered by incentive stock awards which are not exercisable within 60
days after October 2, 1995.
(12) Mr. Stevens is Controller and Assistant Secretary
of the Company. The number of shares shown as
beneficially owned by Mr. Stevens includes
approximately 217 shares allocated to his account per
the latest report of the Company's Employee
Retirement Plan for fiscal 1994. The
allocation to employees of the fiscal 1995 contribution
to such plan has not been completed. Mr. Stevens is not
vested in any shares allocated to his account in the
Company's Employee Retirement Plan. Also included are
9,500 unissued shares which can be acquired by the
exercise of options exercisable within 60 days of
October 2, 1995, but excludes 5,500 unissued shares
covered by options which are not exercisable within 60
days after October 2, 1995, and 6,000 unissued shares
covered by incentive stock awards which are not
exercisable within 60 days after October 2, 1995.
(13) Ms. Jones is Assistant Secretary of the
Company. The number of shares shown as beneficially
owned by Ms. Jones includes approximately 114 shares
allocated to her
account per the latest report of the Company's
Employee Retirement Plan for fiscal 1994. The
allocation to employees of the fiscal 1995 contribution
to such plan has not been completed. Ms. Jones is not
vested in any shares allocated to
her account in the Company's
Employee
Retirement Plan. Also included are 1,500 unissued
shares which can be acquired by the exercise of options
exercisable within 60 days of October 2, 1995, but
excludes 600 unissued shares covered by incentive stock
awards which are not exercisable within 60 days after
October 2, 1995.
(14) Includes all shares deemed to be beneficially
owned by any director or executive officer. Includes
588,281 shares of the Company's common stock held by the
Company's Employee Retirement Plan. Each participant in
the Employee Retirement Plan has the right to direct the
manner in which the trustee of the Plan, Jane H. Greer
(Vice President and Secretary of the Company), votes
the shares held by the Employee Retirement Plan
which are allocated to such participant's account.
Except for shares as to which such a direction is
made, the shares held by the
Employee
Retirement Plan are voted by the trustee in the
manner directed by the Plan's committee which includes
Jane H. Greer and Douglas J. Stevens (Controller and
Assistant Secretary of the Company) as members. The
number of shares shown in the table includes an
aggregate of 18,500 nonissued shares subject to
employee stock options held by executive officers which
are exercisable within 60 days or less, but excludes
5,500 non-issued shares subject to employee stock
options held by executive officers which are not
exercisable within 60 days and 12,600 non-issued shares
covered by incentive stock awards which are not
exercisable within 60 days of October 2, 1995.
(15) Less than one percent.
(16) The number of shares shown in the table excludes
the shares with approximate value of $10,000 per person
to be acquired in October 1995, as described in
"Management Compensation-Director Compensation."
EXECUTIVE OFFICERS
The following provides certain information regarding the
executive officers of the Company.
Name and Age Position
E. Erwin Maddrey, II (54) President and Chief Executive Officer (1)
Bettis C. Rainsford (44) Executive Vice President, Chief Financial
Officer and Treasurer (1)
Jane H. Greer (57) Vice President and Secretary(2)
Douglas J. Stevens (62) Controller and Assistant Secretary (3)
Brenda L. Jones (50) Assistant Secretary (4)
(1) See information under "Election of Directors."
(2) Jane H. Greer became associated with Old
Delta Woodside's predecessors in July 1986, and was
elected a Vice President of Old Delta Woodside in November
1986, in charge of human resources and
other related areas, Assistant
Secretary of Old Delta Woodside in November 1987
and Secretary of Old Delta Woodside in August 1988. She
became Vice President and Secretary of the Company on
November 15, 1989.
(3) Douglas J. Stevens was elected Controller
and Assistant Secretary of the Company effective
August and September 1992. From February 1991 to
August 1992, Mr. Stevens was Vice President of Finance
and Administration for Duck Head Apparel Company, a
division of a subsidiary of the Company. From 1972 to
1986, he was a Corporate Vice
President of Riegel Textile Corporation (engaged in
the manufacture and sale of textiles). From 1987 to
1988, he was Chairman of Eagle Mills, Inc. (a converter
of textile fabrics). From January 1989 to February
1991, Mr. Stevens was Operations Director of Blue Ridge
Care, Ltd. (engaged in the manufacture and sale of
disposable diapers) in England. Blue Ridge Care, Ltd.
commenced a receivership proceeding approximately five
months after Mr. Stevens ceased his affiliation with
that company.
(4) Brenda L. Jones was elected Assistant Secretary of
Old Delta Woodside in November 1988. She became
Assistant Secretary of the Company on November 15, 1989.
Since July 1987, she has been Vice President and
Chief Financial Officer of The Rainsford
Development Corporation, a
corporation wholly-owned by Bettis C. Rainsford which
is engaged in general business development activities.
The Company's executive officers are appointed by the
Board of Directors and serve at the pleasure of the Board.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth certain
information respecting the compensation earned by the
Chief Executive Officer, the Chief Financial Officer,
and the other two executive officers who earned salary
and bonus in fiscal 1995 in excess of $100,000 (the
"Named Executives") during the fiscal years ended July
1, 1995, July 2, 1994 and July 3, 1993.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
AnnualCompensation Compensation
Other Awards All
Annual Securities Other
Compen- Underlying Compen-
Name and Salary Bonus sation Options/SARs sation
Principal Position Year ($)(a) ($)(a)(b) ($)(c) (#)(d) ($)
<S> <C> <C> <C> <C> <C> <C>
E.Erwin Maddrey,II, 1995 492,311 0 0 0 34,678 (j)(n)(o)
President & Chief 1994 450,021 0 0 0 30,125 (j)(n)(o)
Executive Officer 1993 412,699 0 0 0 25,203 (j)(n)(o)
Bettis C. Rainsford, 1995 442,308(f) 0 0 0 14,450 (k)(n)(o)
Executive VP, CFO, 1994 400,000(f) 0 0 0 13,838 (k)(n)
& Treasurer 1993 366,077(g) 0 0 0 11,138 (k)(n)
Jane H. Greer, 1995 131,077 22,000 12,587 0 590 (l)(o)
Vice President 1994 126,000 17,250 17,315 10,000(h) 2,827 (l)(o)
& Secretary 1993 121,846 24,000 35,023 0 2,983 (l)(o)
Douglas J. Stevens, 1995 106,539 20,000 9,350 0 633 (m)(o)
Controller & 1994 102,885 12,228 17,315 10,000(i) 2,304 (m)(o)
Asst. Secretary (e) 1993 100,000 17,000 23,896 14,333(i) 602 (m)(o)
</TABLE>
(a) The amounts shown in the column include sums the
receipt of which has been deferred pursuant to the
Company's 401(k) plan or the Company's deferred
compensation plan.
(b) Amounts in this column are cash bonuses paid to
reward performance as described in the Compensation
Committee's Report below.
(c) The amounts in this column were paid by the Company
in connection with the vesting of awards under the
Company's Incentive Stock Award Plan and were in
each case approximately sufficient, after the
payment of all applicable income taxes, to pay the
participant's
federal and state income taxes attributable to the
vesting of the award.
(d) For purposes of this table, awards under the
Company's Incentive Stock Award Plan are treated as
options.
(e) Mr. Stevens was elected Controller and Assistant
Secretary of the Company effective August and
September, 1992. The information in the table includes
Mr. Stevens' compensation for all of fiscal 1993.
(f) Of this amount $150,000 was paid to The Rainsford
Development Corporation, a company wholly owned by
Mr. Rainsford.
(g) This amount was paid to The Rainsford Development
Corporation, a company wholly owned by Mr. Rainsford.
(h) During fiscal 1994, Ms. Greer was granted an award
covering 10,000 shares under the Company's Incentive
Stock Award Plan.
(i) During fiscal 1994, Mr. Stevens was granted an
award covering 10,000 shares under the Company's
Incentive Stock Award Plan. During fiscal 1993, Mr.
Stevens was granted an award covering 3,333 shares
under the Company's Incentive Stock Award Plan and an
option for 11,000 shares under the Company's Stock Option
Plan.
(j) The fiscal 1995 amount represents $33,750 premium
paid by the Company for $10 million of life insurance on
the life of Mr. Maddrey and $928 allocated to Mr.
Maddrey's account under the Company's Employee Retirement
Plan (the "Retirement Plan"). The fiscal 1994
amount represents $26,838 premium paid for such life
insurance and $3,287 allocated to Mr. Maddrey's
account under the Retirement Plan. The fiscal 1993
amount represents $20,938 premium paid for such life
insurance and $4,265 allocated to Mr. Maddrey's account
under the Retirement Plan.
(k) The amount represents the premium paid by the
Company for $10 million of life insurance on the
life of Mr. Rainsford. Fiscal 1995 was the first year
in which Mr. Rainsford participated in the
Retirement Plan. The allocation to employees of the
fiscal 1995 contribution to such plan has not been completed.
(l) The amount was allocated to Ms. Greer's account under
the Retirement Plan.
(m) Of the fiscal 1995 amount, $472 was allocated to
Mr. Stevens' account under the Retirement Plan and
$161 was earned on Mr. Stevens' deferred compensation at
a rate in excess of 120% of the Federal mid-term rate.
Of the fiscal 1994 amount, $2,002 was allocated to Mr.
Stevens' account under the Retirement Plan and $302
was earned on Mr. Stevens' deferred compensation at a
rate in excess of 120% of the Federal mid-term rate.
Of the fiscal 1993 amount, $531 was allocated to Mr.
Stevens' account under the Retirement Plan and $71 was
earned on Mr. Stevens' deferred compensation at a rate in
excess of 120% of the Federal midterm rate.
(n) The Company pays the premiums due for life
insurance policies which total $10 million on each of the
lives of Mr. Maddrey and Mr. Rainsford. The proceeds of
these policies are payable to the beneficiary or
beneficiaries chosen by Mr. Maddrey or Mr. Rainsford,
as the case may be. These life insurance policies were
established in connection with the First
Refusal Agreements described in this Proxy
Statement under the heading "Related Party Transactions."
(o) The Retirement Plan allocation shown for a
fiscal year was allocated to the participant's account
during that fiscal year, although the amount of the
allocation may have been determined in whole or in part
on the basis of the participant's compensation during
the prior fiscal year. A participant may withdraw
amounts or shares from
the
Retirement Plan only upon retirement, death, disability
or other termination of employment. Amounts allocated
to a participant's account under the Retirement Plan
generally do not vest until expiration of a five-year
service period at which time the amounts become fully
vested. Immediate vesting would occur upon a
participant's reaching normal retirement age, death or
disability. Mr. Maddrey and Ms. Greer are vested in the
amounts allocated to their accounts, but neither Mr.
Rainsford nor Mr. Stevens is vested in the amounts
allocated to his account, under the Retirement Plan.
The amounts shown in the table above do not
include reimbursement by the Company or its subsidiaries
for certain automobile expenses, club memberships and
other items. The
non-business personal benefit to any executive officer
of these amounts does not exceed 10% of the executive
officer's total salary and bonus.
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values The following table provides
certain information respecting the exercise by any Named Executive
during fiscal 1995 of awards granted under the Company's Incentive
Stock Award Plan and options granted under the Company's Stock
Option Plan. For purposes of this table, awards under the Company's
Incentive Stock Award Plan are treated as options.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-The-Money Options/SARs
Acquired Value Options/SARs at FY-End at FY-End
on Exercise Realized (#)($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
Jane H.
Greer 2,000 15,730 7,500 6,000 29,063 47,190
Douglas J.
Stevens 2,000 15,730 9,500 11,500 1,018 48,208
Director Compensation
The Company pays each Director who is not an officer of
the Company a fee of $20,000 per year, plus
provides approximately $10,000 annually for each such
Director with which shares of the Company's common
stock are purchased. These shares may be newly-issued or
acquired in the open market for such purpose. Each
Director is also reimbursed for his reasonable
travel expenses in attending each
meeting.
The Company has established the Directors'
Charitable Giving Program covering each director of the
Company. Under the program, after the death of a
director, the Company will make an aggregate donation of
$500,000, to be paid in 10 annual installments
commencing no later than six months after the
director's death, to one or more charitable
organizations selected by such director. With respect
to Max Lennon, E. Erwin Maddrey, II and Bettis C.
Rainsford, the program will be funded by life insurance
policies owned and to be paid for by the Company on the
lives of such directors. The life insurance policies
became effective on July 1, 1991.
Notwithstanding any statement in any of the
Company's previous filings under the Securities Act
of 1933, as amended, or the Exchange Act incorporating
future filings, including this Proxy Statement, in whole
or in part, the following Performance Graph and the
Compensation Committee Report below shall not be
incorporated by reference into any such filing.
PERFORMANCE GRAPH
Set forth below is a line graph comparing the
yearly change in the cumulative total stockholder return,
assuming dividend reinvestment, on the Company's Common
Stock with the cumulative total return, assuming dividend
reinvestment, on the Standard & Poor's 500 Stock Index
and a peer group, constructed by the Company, consisting
of nine corporations
(not including the Company) that are engaged in
the
manufacture and sale of textile products and apparel.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG DELTA WOODSIDE INDUSTRIES, INC.,
S&P 500 STOCK INDEX & PEER GROUP
On Page 13 a line graph appears where indicated. Plot
points are listed below:
This Performance Graph assumes that $100 was invested in
the common stock of Delta Woodside Industries, Inc.
and
comparison groups on June 30, 1990 and that all
dividends have been reinvested.
The Peer Group is composed of the following companies:
Farah, Inc. Haggar Corp. SpringsIndustries, Inc.
Galey & Lord, Inc. Russell Corp. TexfiIndustries, Inc.
Guilford Mills, Inc. Salant Corp. Tultex Corp.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
This report of the Compensation Committee
(the
"Committee") of the Board of Directors of the Company
sets forth the Committee's policies with regard to
compensation of the Executive Officers of the Company,
including the relationship of corporate performance
to executive compensation.
Executive Compensation Policies
Decisions regarding certain aspects of the compensation
of the Company's executive officers are made by the five
member Compensation Committee of the Board, each of whom
is a nonemployee director. The Committee believes
that its
compensation practices are designed to attract, retain,
and motivate key Company executives to achieve short,
medium, and long term goals which the Committee
believes will enhance the value of the shareholders'
investment in the Company. These objectives are
implemented through:
A.Cash bonuses to reward the achievement of specific
performance goals,
B.Grants of stock awards under the Incentive Stock Award
Plan,
C.Grants of stock options under the Stock Option Plan,
and
D.Payment of base salaries at levels that are
competitive with those paid by the peer group of
companies shown on the Performance Graph above. The
peer group companies are certain textile and
apparel companies currently listed on the New York
Stock Exchange.
Compensation of Executive Officers Other than Chief
Executive Officer and Chief Financial Officer
The Company's executive officers other than the
Chief Executive Officer and the Chief Financial
Officer (the "Other Officers") received compensation
for fiscal 1995 which included both fixed and
performance-based components. The Other Officers'
compensation consisted of the following elements: base
salary, cash bonuses, the vesting of awards under the
Incentive Stock Award Plan, and the vesting of options
under the Stock Option Plan.
Cash bonuses to the Other Officers are made based on
the recommendation of the Company's Chief Executive
Officer who considers on a subjective basis several
performance-related factors.
These include, but are not limited to, the
Company's operating earnings as a percent of net
capital employed, the total bonus pool earned by the
Company's operating divisions, and the movement in the
Company's yearto-year operating earnings. For fiscal
1995, the total cash bonuses awarded to the two Other
Officers named in the Summary Compensation Table above
amount to 18% of their total salaries.
Each Other Officer participates in the Incentive
Stock Award Plan which was approved by the shareholders
of the Company in November 1990, and a proposed amendment
to which is subject to a vote of the shareholders at
the Annual Meeting.
Awards made under this plan to the Other Officers
have been structured so that sixty percent of
each individual's award will vest by remaining in
service with the Company through predetermined
anniversary dates and up to forty percent of each
individual's award will vest if the Company meets
specified performance targets respecting cumulative
operating profits. While the number of shares covered
by any award to an Other Officer is not determined by
specific, non-subjective criteria, the determination of
such number takes into account the level and
responsibility of the executive's position, the
executive's performance, the executive's compensation,
the assessed potential of the executive, and any other
factors that are deemed relevant to the accomplishment
of the purposes of the plan.
The
Committee believes that this plan is an important tool
to the achievement of medium term goals.
Each Other Officer also participates in the Stock
Option Plan which was approved by the shareholders of the
Company in November 1990, and a proposed amendment to
which is subject to a vote of the shareholders at the
Annual Meeting. The purpose of this plan is to promote
the growth and profitability of the Company over a
longer term by enabling
the Company to attract and retain key and middle
level managers of outstanding competence and by
increasing the personal participation of its executives
in the Company's performance by providing these
executives with an additional equity ownership
opportunity in the Company. In making option grants
to the Other Officers, no specific, nonsubjective
criteria are used, but the factors taken into account
include the level and responsibility of
the
executive's position, the executive's performance,
the
executive's compensation, the assessed potential of
the executive, and any other factors that are deemed
relevant to the accomplishment of the purposes of the
plan. Each option granted under the plan to an Other
Officer has provided that the option becomes exercisable
in stages over a period of four years.
Compensation Paid to the Chief Executive Officer and
the Chief Financial Officer
The compensation of each of the Chief Executive
Officer and the Chief Financial Officer has historically
included both fixed and performance-based (cash bonus)
components. For fiscal 1995 the compensation of such
officers consisted of base salary only. No cash bonuses
were paid to either of these officers for fiscal 1995.
In determining cash bonuses for the Chief Executive
Officer and the Chief Financial Officer, the
Committee considers the performance of the Company against
that of the textile and apparel industries and the total
compensation of the CEO and the CFO as compared to
their respective peer groups in the textile and
apparel industries. As a guideline, the Committee
takes into account the difference between the latest
fiscal year's profits before interest and taxes and
those of fiscal year 1991. In the Committee's judgment,
these factors did not support the award of a cash bonus
for fiscal 1995 to the Chief Executive Officer or the
Chief Financial Officer.
Neither the Chief Executive Officer nor the
Chief Financial Officer is eligible, under the terms
of the relevant plan, to receive an award under the
Incentive Stock Award Plan or an option under the
Stock Option Plan. However, since these two executives
each owns approximately 13% of the Company's shares
presently outstanding, the Committee believes that
they are highly motivated to increase shareholder
value on a long term basis.
In setting base salary levels for the Chief Executive
Officer and the Chief Financial Officer, the
Committee considers the possible bonus awards and attempts
to set base salary levels so that total compensation,
including bonuses, will be near to that of the median
of Chief Executive Officers and Chief Financial
Officers of the peer group of companies.
Compensation Committee
Buck Mickel, Chair Dr. Max Lennon
C.C. Guy Buck A. Mickel
Dr. James F. Kane
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The following directors served on the
Compensation Committee of the Company's Board of Directors
during fiscal
1995: Buck Mickel, as Chair, C.C. Guy, Dr. James F.
Kane, Dr. Max Lennon and Buck A. Mickel.
C.C. Guy served as Chairman of the Board of Old
Delta Woodside or its predecessors from the founding of
Old Delta Woodside's predecessors in 1984 until November
1989. Buck A. Mickel was a Vice President of Old Delta
Woodside or its predecessors from the founding of Old
Delta Woodside's predecessors until November 1989,
Secretary of Old Delta Woodside from November 1986 to
March 1987, and Assistant Secretary of Old Delta
Woodside from March 1987 to November 1988.
PROPOSED AMENDMENT TO INCENTIVE STOCK AWARD PLAN
The Board of Directors and the Compensation
Committee recommend that the shareholders approve
adoption by the Company of an amendment to the Delta
Woodside Industries, Inc. Incentive Stock Award Plan
(the "Incentive Plan", and as proposed to be amended
the "Amended Incentive Plan"). The proposed amendment
increases the number of shares of the Company's common
stock that may be issued pursuant to awards granted under
the plan from an aggregate of 300,000 to an aggregate
of 800,000. The Board and the Compensation
Committee recommend approval of the proposed
amendment because they believe that the Incentive Plan is
an effective component of management compensation and an
expansion of the number of shares available under the
plan is necessary for purposes of certain outstanding
awards and to continue operation of the plan, which was
adopted in 1990. Except as set forth above, the
Incentive Plan would remain unaltered in all material
respects.
Under the Amended Incentive Plan, the
Compensation Committee would have the discretion to grant
awards for up to an aggregate maximum of 800,000
shares of the Company's common stock (including shares
previously issued under the plan). As of September 28,
1995, an aggregate of 268,249 shares of the Company's
common stock had previously been issued under the plan
(including an aggregate of 5,600 shares which have
been awarded to non-executive officer employees, for
service or performance, otherwise than pursuant to
Incentive Stock Award Agreements, but which the Company
has treated as using the aggregate number of shares
authorized to be issued pursuant to the Incentive Plan
(the "Special Share Awards")).
The purposes of the Amended Incentive Plan are
to establish or increase the equitable ownership in the
Company by key and middle level management employees of
the Company or its subsidiaries and to provide
incentives to key and middle level management
employees of the Company or its subsidiaries through
the prospect of such stock ownership.
The Amended Incentive Plan authorizes the
Compensation Committee to grant to officers or other
key management employees or middle level management
employees of the Company or any of its subsidiaries
rights to acquire shares of the Company's common stock
at $.01 cash per share under Incentive Stock Award
Agreements. Awards may be made to reward past
performance or to induce exceptional future
performance. The Compensation Committee administers
the
Incentive Plan and determines the officers or key or
middle level management employees to whom awards will be
granted and the amount of any award. Any person who
beneficially
owns 5% or more of the Company's outstanding common
stock and directors who are not also employees are not
eligible to participate in the plan. As of September
28, 1995, 173 employees of the Company or its
subsidiaries were participants in the plan.
A participant may receive an incentive stock award
only upon execution of an Incentive Stock Award
Agreement with the Company. The Incentive Stock Award
Agreement sets forth the circumstances under which the
award granted thereby (or portion thereof) is
forfeited. These circumstances may include (i) the
termination of employment of the participant with the
Company or any subsidiary thereof, for any reason other
than death, retirement or permanent total disability,
prior to the date set forth in the Incentive Stock
Award
Agreement when the award (or relevant portion
thereof) vests, and (ii) such additional circumstances
(which could include, in the case of certain shares
covered by an award, the failure by the Company or a
division of the Company to meet
certain performance criteria) as may be deemed
appropriate by the Compensation Committee. The
forfeiture circumstances may vary among the shares covered
by an award. In the event an award (or portion thereof)
is forfeited pursuant to the terms of the applicable
Incentive Stock Award
Agreement, the participant shall immediately have no
further rights under such award (or portion thereof) or
in the shares covered thereby, and the shares may again
become available for purposes of the Amended Incentive
Plan.
Each Incentive Stock Award Agreement sets forth
the circumstances under which the award granted
thereby (or portion thereof) shall vest. These
circumstances
may
include (i) the participant being an employee with
the Company or any subsidiary on the date set forth
in the Incentive Stock Award Agreement and (ii) such
additional circumstances (which could include, in the case
of certain shares covered by an award, the Company or a
division of the Company having met certain performance
criteria) as may be deemed appropriate by the
Compensation Committee.
The
vesting circumstances may vary among the shares covered
by an award. In the event an award (or portion thereof)
vests pursuant to the terms of the applicable
Incentive Stock Award
Agreement, the Company shall issue and deliver, or
cause to be issued and delivered, to the participant or
his or her legal representative, certificate(s) for the
number of shares covered by the vested portion of
the award, subject to receipt by the Company of the $.01
per share cash purchase price.
The recipient of an award will not pay the Company
any amount at the time of the receipt of the award.
Ordinarily, the holder of an award will realize taxable
income when the award
(or portion thereof) vests in an amount equal to the
excess of the fair market value of the covered shares on
the date the award (or portion thereof) vests over the
$.01 per share
cash purchase price. At the same time, the Company
should be allowed a tax deduction equivalent to the
holder's taxable income arising from such vesting.
The Amended Incentive Plan provides that, at or about the
time the award (or portion thereof) vests, the Company
shall pay the participant cash sufficient to pay the
participant's income tax liability associated with the
vesting and the receipt of such cash. Any such cash
payment would be taxable as income to the participant and
deductible by the Company.
Until the issuance and delivery to the participant
of
certificate(s) for shares pursuant to the vesting of
an award, the participant has none of the rights
of a shareholder with respect to such shares.
The Amended Incentive Plan provides that the Board
of Directors (or committee thereof) may terminate or amend
the plan, except that shareholder approval is required
in the event any such amendment would (i) increase the
total number of shares of common stock covered by the
plan (except in connection with the antidilution
provisions of the plan), or (ii) change the $.01 per share
purchase price of stock under the plan.
Since July 4, 1993, awards have been granted under
the Incentive Plan covering more shares in the aggregate
than are available for issuance under the plan. To the
extent any such award has covered more shares than are
authorized by the plan, the award has been contingent on
approval by the shareholders of the proposed plan
amendment described in this Proxy Statement. As of
September 28, 1995, awards are outstanding covering an
aggregate of 119,744 shares (the "Excess Shares") in
excess of the current total limit of 300,000 shares.
If the proposed plan amendment
is
authorized, these awards will vest in accordance with
their terms. The table below shows the number of Excess
Shares covered by outstanding awards granted to any
of the executive officers, all current executive
officers as a group, any non-executive officer employee
who has received 5% or more of the aggregate awards
under the plan and all non-executive officer employees
as a group. No director currently participates in the
Incentive Plan, and Jane H. Greer, Douglas J. Stevens
and Brenda L. Jones are the only executive officers who
participate in the plan.
PLAN AMENDMENT BENEFITS
Incentive Stock Award Plan, as Proposed to be Amended
Number of Excess Shares Dollar Value ($) ofsuch
Name and Position Authorized by Amendment Excess Shares (1)
Jane H. Greer 4,749 36,164
Vice President
and Secretary
Douglas J. Stevens 4,749 36,164
Controller and Assistant
Secretary
Brenda L. Jones 475 3,617
Assistant Secretary
Executive Officer Group 9,973 75,945
William F. Garrett 7,123 54,242
President, Delta Mills
Marketing Co.
Non-Executive Officer 109,771 835,906
Employee Group
(1) Based on the closing sales price of $7.625 per share
on September 28, 1995.
<TABLE>
The following tables provide certain other information with
respect to the Incentive Plan:
<CAPTION>
Aggregate Market Aggregate
Shares Covered Shares Covered Value in Excess Payments for Income
by by of Exercise Price Taxes Attributable
Awards Granted Awards Exercised of Exercised To Awards
Name and Position Since Inception Since Inception Awards ($) (1) Exercised ($) (2)
<S> <C> <C> <C> <C>
Jane H. Greer 20,000 12,176 146,248 99,671
Vice President and
Secretary
Douglas J. Stevens 14,333 7,125 76,657 48,333
Controller and Assistant
Secretary
Brenda L. Jones 2,000 1,218 14,629 9,522
Assistant Secretary
All current executive 36,333 20,519 237,534 157,526
officers, as a group
William F. Garrett 25,000 16,000 185,465 134,161
President, Delta Mills
Marketing Co.
All non-executive officer 447,726 247,730 2,477,267 1,520,497
employees, as a group (3)
(1) Based on the closing sales prices per share on the
pertinent vesting dates.
(2) Excludes payments for income taxes attributable to
Special Share Awards for an aggregate of 450 shares
for which the tax payment calculations were not complete
as
of September 28, 1995.
(3) Includes Special Share Awards.
</TABLE>
[CAPTION]
Shares Covered Shares Covered Dollar Value of
by Awards by Awards Awards
Forfeited Since Outstanding at Outstanding at
Name and Position Inception September 28,1995 September 28, 1995
($) (4)
[S] [C] [C] [C]
Jane H. Greer 1,824 6,000 45,690
Vice President and
Secretary
Douglas J. Stevens 1,208 6,000 45,690
Controller and Assistant
Secretary
Brenda L. Jones 182 600 4,569
Assistant Secretary
All current executive 3,214 12,600 95,949
officers, as a group
William F. Garrett 0 9,000 68,535
President, Delta Mills
Marketing Co.
All non-executive officer 61,302 138,694 1,056,155
employees, as a group
(4) Based on the closing sales price of $7.625 per
share on September 28, 1995.
Each of Jane H. Greer, Douglas J. Stevens and Brenda L.
Jones, as a current participant in the Incentive Plan with
awards covering Excess Shares and a potential participant in
the Amended Incentive Plan, could be deemed to have
an interest in approval of the proposed amendment
described above. Since
any individual who beneficially owns 5% or
more of the outstanding shares of the Company's common
stock is ineligible to participate in the Incentive Plan
or the Amended Incentive Plan, E. Erwin Maddrey, II and
Bettis C. Rainsford have not received any awards under
the plan.
The proposed amendment described above to the
Incentive Plan is being submitted to the shareholders of
the Company for approval in order to qualify certain
aspects of the operation of the Amended Incentive Plan
for an exemption from the six-month-short-swing-
profit rules of the Securities Exchange Act of
1934, as amended (the "Exchange Act"). If the
proposed amendment is not approved by the
requisite shareholder vote (described above), it shall
not become effective and the portion of each outstanding
award respecting any Excess Shares shall terminate.
Approval of the proposed amendment of the
Incentive Plan is not contingent on approval of the
proposed amendment described below to the Company's Stock
Option Plan.
PROPOSED AMENDMENT TO STOCK OPTION PLAN
The Board of Directors and the Compensation
Committee recommend that the shareholders approve
adoption by the Company of an amendment to the Delta
Woodside Industries, Inc. Stock Option Plan (the "Option
Plan", and as proposed to be amended the "Amended
Option Plan"). The proposed amendment increases the
number of shares of the Company's common stock that may
be issued pursuant to options granted under the plan from
an aggregate of 300,000 to an aggregate of 600,000. The
Board and the Compensation Committee recommend
approval of the proposed amendment because they believe
that the Option Plan is an effective component of
management compensation and, if all currently
outstanding options were exercised in full, additional
options covering fewer than 40,000 shares could currently
be granted pursuant to the plan, which was originally
adopted in 1990. Except
as set forth above, the Option Plan would remain
unaltered in all material respects.
Under the Amended Option Plan, the
Compensation Committee would have the discretion to grant
options for up to an aggregate maximum of 600,000
shares of the Company's common stock (including shares
previously issued under the plan). As of September 28,
1995, an aggregate of 135,750 shares of the Company's
common stock had previously been issued pursuant to the
plan.
The purpose of the Amended Option Plan is to
promote the growth and profitability of the Company
and its
subsidiaries by increasing the personal participation of
key and middle level executives in the performance
of the Company and subsidiaries, by enabling the
Company and subsidiaries to attract and retain key and
middle level executives of outstanding competence and by
providing such key and middle level executives with an
equity opportunity in the Company. The Compensation
Committee administers the Option Plan.
Participation in the Amended Option Plan is
determined by the Compensation Committee and is limited
to those key and middle level executives, who may or may
not be officers or members of the Board, of the Company
or its subsidiaries who have the greatest impact on the
Company's long-term performance. In making any
determination as to the key and middle level executives
to whom options shall be granted and as to the number
of shares to be subject thereto, the Compensation
Committee shall take into account, in each case,
the level and responsibility of the executive's
position, the level of the executive's performance,
the executive's level of compensation, the assessed
potential of the executive and such other factors as
the Compensation Committee shall deem relevant to the
accomplishment of the purposes of the plan. Any
person who beneficially owns stock
representing 5% or more of the outstanding stock of
the Company and directors who are not also executives
are not eligible to participate in the Amended Option
Plan. As
of September 28, 1995, 47 employees of the Company or
its subsidiaries were participants in the Option Plan.
The term of each option shall be established by
the Compensation Committee, but shall not exceed ten
years, and the option will be exercisable according to
such schedule as the Compensation Committee may determine.
The recipient of an option will not pay the Company any
amount at the time of receipt of the option. If an
option shall expire or terminate for any
reason without having been fully
exercised, the unpurchased shares subject to the
option shall again be
available for the purposes of the Amended
Option Plan.
In the discretion of the Compensation
Committee, options granted under the Amended Option
Plan may be "incentive stock options" for federal
income tax purposes. The Company is not allowed a
deduction at any time in connection with, and the
participant is not taxed upon either the grant or
the exercise of, an "incentive stock option". The
difference between the exercise price of such an option
and the market value of the shares of common stock at
the date of exercise, however, constitutes a tax
preference item for the participant in the year of
exercise for alternative minimum tax purposes. To
qualify as an incentive stock option,
the stock acquired by the
participant must be held for at least two years after
the option is granted and one year after it is
exercised. If
the participant satisfies these time requirements, then
he
or she will be taxed only upon any gain realized
upon disposition of the stock. The participant's gain
at that time will be equal to the difference between the
sales price of the stock and the stock option price. If
an incentive stock option is exercised after the death of
the employee by the estate of the decedent, or by a
person who acquired the right to exercise such option by
bequest or inheritance or by reason of the death of the
decedent, none of the time requirements described above
in this paragraph shall apply.
If the participant fails to satisfy these
time requirements, the option will be treated in a manner
similar to options that are not incentive stock
options.
The
participant is generally not taxed upon the grant of
an option that is not an incentive stock option. Upon
exercise of any such option, the participant
recognizes ordinary income equal to the difference
between the fair market value of the shares of common
stock on the date of exercise and the exercise price.
Generally, the Company receives a deduction for the
amount the participant reports as ordinary income arising
from the exercise of the option. Upon a subsequent
sale or disposition of the stock, the holder would be
taxable on any excess of the selling price over the fair
market value at the date of exercise. If
the
participant fails to satisfy the time requirements
described above with respect to an option intended to be
an incentive stock option, the income to the
participant and
the
deduction for the Company shall arise at the time of
the early disposition and shall equal the excess of
(a) the lower of the fair market value of the shares at
the time of exercise or such value at the time of
disposition over (b) the exercise price.
Under the Amended Option Plan, the
Compensation Committee determines the period of time
(up to three months), if any, when an option may be
exercised after the participant's termination of
employment with the Company, unless the participant
dies while in the employ of the Company or (if the
Compensation Committee so determines) within
such three-month period or the participant's
employment is terminated by reason of having
become permanently and totally disabled, in which event
the option may be exercised during the one-year period
after the date of termination of the participant's
employment. In no event may an option be exercised after
the expiration of its fixed term.
The price per share at which each option granted
under the Amended Option Plan may be exercised shall be
such price as shall be determined by the Compensation
Committee at the time of grant based on such criteria as
may be adopted by the Compensation Committee in good
faith; provided, however, in the case of an option
intended to qualify as an incentive stock option, the
price per share shall not be less than the fair market
value of the stock at the time such option is granted.
The Amended Option Plan provides that in no event shall
the exercise price per share of an option granted
under the Amended Option Plan be less than 50% of the
fair market value per share of the Company's common stock
on the date of the option grant.
Options may be exercised by the participant
tendering to the Company payment in full of the exercise
price for the shares as to which the option is
exercised, with such payment to be in cash or, if the
Compensation Committee so determines at the time of
grant, in shares of the Company's
common stock.
The Amended Option Plan provides that it may be
terminated or amended by the Board of Directors (or
committee thereof), except that shareholder approval would be
required in the event an amendment were to (i) materially
increase the benefits accruing to participants, (ii)
increase the number of securities issuable under the plan
(other than an increase pursuant
to the antidilution provisions of the plan), (iii) change
the class of employees eligible to receive options or (iv)
otherwise materially modify the requirements for eligibility.
The Amended Option Plan provides that it shall
terminate on the close of business on May 2, 2000, and no
option shall be granted under the plan thereafter, but such
termination shall not affect any option theretofore granted
under the plan.
No director currently participates in the Option Plan,
and Jane H. Greer, Douglas J. Stevens and Brenda L. Jones
are the only executive officers who currently participate in
the plan.
The following table provides certain information
with respect to the Option Plan:
<TABLE>
<CAPTION>
Aggregate Market Dollar Value
Shares Covered Shares Covered Value in Excess Shares Covered Shares Covered In-The-Money
by by of Exercise Price by Options by Options Options
Options Granted Options Exercised of Exercised Terminated Since Outstanding at Outstanding
Name and Position Since Inception Since Inception Options($)(1) Inception September 28, 1995 September 28, 1952(2)
<C> <C> <C> <C> <C> <C>
Jane H. Greer 15,000 7.500 85,313 0 7.500 27,188
Vice President and
Secretary
Douglas J. Stevens 15,000 0 0 0 15,000 0
Controller and
Assistant Secretary
Brenda L. Jones 1,500 0 0 0 1,500 0
Assistant Secretary
All current executive 31,500 7,500 85,313 0 24,000 27,188
officers, as a group
Mark W. Beaumont 15,000 3,000 22,500 0 12,000 22,820
President, Delta Apparel Co.
William F. Garrett 30,000 30,000 131,888 0 0 0
President, Delta Mills
Marketing Co.
Robert W. Humphreys 15,000 15,000 161,719 0 0 0
President, Stevcoknit
Fabrics Co.
Danny L. Stanton 15,000 0 0 0 15,000 54,376
President, Nautilus
International
All non-executive 299,500 128,250 894,664 66,500 104,750 245,241
officer employees, as a group
(1) Based on the closing sales prices per share on the
pertinent exercise dates.
(2) Based on the closing sales price of $7.625 per
share on September 28, 1995.
</TABLE>
Each of Jane H. Greer, Douglas J. Stevens and Brenda L.
Jones, as a potential participant in the Amended Option
Plan, could be deemed to have an interest in approval of the
proposed amendment described above. Since any individual
who beneficially owns 5% or more of the outstanding
shares of the Company's common stock is ineligible to
participate in the Option Plan or the Amended Option
Plan, E. Erwin Maddrey, II and Bettis C. Rainsford have
not received awards under the plan.
As of September 28, 1995, the closing sales price of
a share of the common stock of the Company was $7.625.
The proposed amendment described above to the
Option Plan is being submitted to the shareholders of
the Company for approval in order to continue the
qualification of the plan under the "incentive stock
option" rules of the Internal Revenue Code of 1986, as
amended, and to qualify certain aspects of the operation
of the Amended Option Plan for an exemption from the six-
month-short-swing-profit rules of the Exchange Act. If
the proposed amendment is not approved by the
requisite shareholder vote (described above), it shall
not become effective.
Approval of the proposed amendment of the Option
Plan is not contingent on approval of the proposed
amendment described above to the Incentive Plan.
RELATED PARTY TRANSACTIONS
The Company leases its principal corporate office
space and space for its printing operation, its benefits
office, and its Duck Head Retail Operations
headquarters from a corporation (Hammond Square, Ltd.),
one half of the stock of which is owned by each of E.
Erwin Maddrey, II (President, Chief Executive Officer and
a director of the Company) and Jane H. Greer (Vice
President and Secretary of the Company). Mr. Maddrey and
Ms. Greer are also the directors and executive
officers of Hammond Square, Ltd. The lease of the
Company's principal office space is for a term
of approximately ten years expiring in 1997,
covers
approximately 6,400 square feet and involves rental
payments of $8.50 per square foot per year (plus
certain other expenses such as regime fees, real estate
taxes, utilities and parking). The Company is
subleasing part of this space to other parties until it
needs such subleased space. The
lease of the Company's printing operation space is for
a term of approximately five years expiring in November
1998, with an option to renew, covers approximately 4,159
square feet and involves rental payments of $11.36 per
square foot per year (plus certain other expenses such as
regime fees, real estate taxes, utilities and parking).
The lease of the Company's benefits office is for a term
expiring in August of 1996, covers approximately 1,125
square feet and involves rental payments of $12.46 per
square foot per year (plus certain other expenses
such as regime fees, real estate taxes, utilities and
parking). The lease of the Company's Duck Head Retail
Operations headquarters expired in August 1995. The
Duck Head Retail Operations division is continuing
to rent the office space on a month-to-month basis
until the end of the calendar year. The space covers
approximately 4,141 square feet and involves rental
payments of $12.60 per square foot per year (plus
certain other expenses such as regime fees, real estate
taxes, utilities and
parking). The Company paid an aggregate of
approximately $243,150 in rent and other expenses
under these leases during fiscal 1995.
The Company currently leases office space in
Edgefield, South Carolina from The Rainsford Development
Corporation, a corporation wholly-owned by Bettis C.
Rainsford (Executive Vice President, Chief Financial
Officer, Treasurer and a director of the Company).
Pursuant to this lease in fiscal 1995 the Company made
lease payments in the amount of $33,939. Mr.
Rainsford is a director and executive officer and Brenda
L. Jones (Assistant Secretary of the Company) is an
executive officer of The Rainsford
Development
Corporation. Duck Head Retail Operations, a division of
a subsidiary of the Company, leases a building in
Edgefield, South Carolina from Mr. Rainsford pursuant to
an agreement involving rental payments equal to 3% of
gross sales of the Edgefield store, plus 1% of gross
sales of the store for utilities. Under this lease
agreement, $10,966 was paid to Mr. Rainsford during
fiscal 1995. As described above under the
heading "Management Compensation," part of Mr.
Rainsford's cash compensation with respect to fiscal
1995 was paid to The Rainsford Development Corporation
for Mr. Rainsford's services. The Company expects that a
portion of Mr. Rainsford's cash compensation with
respect to fiscal 1996 will be paid to the same
entity for Mr. Rainsford's services. In addition, the
Company reimburses The Rainsford Development Corporation
for certain travel, secretarial and
other expenses incurred on behalf of the Company.
Such
reimbursement amounted to $68,634 in fiscal 1995.
The
amount of Mr. Rainsford's total cash compensation is
not affected by the fact that part of it is paid
to The Rainsford Development Corporation.
The Company reimburses Maddrey & Associates, a
sole proprietorship of Mr. Maddrey, for certain travel and
other expenses incurred on behalf of the Company.
Such
reimbursement amounted to $26,487 in fiscal 1995.
In February 1991, each of Mr. Maddrey and Mr. Rainsford
entered into a stock transfer restrictions and right
of first refusal agreement (a "First Refusal Agreement")
with the Company. Pursuant to each such First Refusal
Agreement, Mr. Maddrey or Mr. Rainsford, as the case may
be, granted the Company a specified right of first
refusal with respect to any sale of such individual's
shares of the Company's common stock owned at death
for five years after such individual's death. In
connection with the First Refusal Agreements, life
insurance policies were established on the lives of Mr.
Maddrey and Mr. Rainsford. Under the life insurance
policies on the life of each such individual, $30 million
is payable to the Company and $10 million is payable to
the beneficiary or beneficiaries chosen by the
individual. Nothing in either First Refusal
Agreement restricts the freedom of Mr. Maddrey or Mr.
Rainsford to sell any or all of his shares of the
Company's common stock at any time prior to his death or
prevents the Company from canceling the life insurance
policies payable to it for $30 million on either Mr.
Maddrey's or Mr. Rainsford's life. A First Refusal
Agreement shall terminate if the life
insurance policies payable to the applicable
individual's beneficiaries for $10 million are cancelled
by reason of the Company's failure to pay the premiums
with respect thereto.
Any transaction entered into between the Company and
any officer, director, principal shareholder or any of
their affiliates has been and will be on terms which the
Company then believes comparable to those which would be
available to the Company at such time from non-affiliated
persons and will be in the future subject to the approval
at the time of a
majority of the Company's disinterested directors.
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors recommends the ratification of
the appointment of KPMG Peat Marwick LLP, independent
certified public accountants, as auditors for the
Company and its subsidiaries for fiscal 1996 and to
audit and report to the shareholders upon the financial
statements of the Company as of and for the period ending
June 29, 1996.
KPMG Peat Marwick LLP was engaged by the Company on
August 19, 1994, pursuant to approval by the Board of
Directors and subsequent ratification by the
shareholders, as principal accountants for the
Company's 1995 fiscal year. Ernst & Young LLP
served as the independent certified public
accountants for the Company and its subsidiaries for
fiscal 1994. On
August 19, 1994, the Company disengaged Ernst &
Young LLP as principal accountants for the Company
upon completion of the annual audit for the Company's 1994
fiscal year. The
decision to change accountants was approved by
the audit committee of the Company's Board of Directors.
In connection with the audit of the fiscal year ended
July 2, 1994, and in the subsequent period preceding
August 19, 1994, the Company had no disagreements with
Ernst & Young LLP on any matter of accounting
principles or practices, financial statement
disclosure, or auditing scope
or
procedure, which disagreements, if not resolved to
the satisfaction of Ernst & Young LLP, would have caused
Ernst & Young LLP to make reference to the subject
matter of the disagreement in connection with their
report.
The audit report of Ernst & Young LLP on the
consolidated financial statements of the Company and
subsidiaries for the Company's 1994 fiscal year did not
contain any adverse opinion or disclaimer of opinion,
nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles.
Representatives of KPMG Peat Marwick LLP will be
present at the Annual Meeting and such representatives
will have the opportunity to make a statement if they
desire to do so and will be available to respond to
appropriate questions which the shareholders may have.
Neither the firm nor any of its members has any relation
with the Company except in the firm's capacity as
auditors or as advisors.
The appointment of auditors is approved annually by
the Board of Directors and subsequently submitted to
the
shareholders for ratification. The decision of the Board
is based on the recommendation of the Audit Committee.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of
Directors was not aware that any business not
described above would be presented for consideration at
the Annual Meeting. If any other business properly
comes before the
meeting, it is intended that the shares represented
by proxies will be voted with respect thereto in
accordance with the judgment of the person or persons
voting them.
SOLICITATION OF PROXIES
The Company will pay the cost of soliciting proxies in
the accompanying form. In addition to solicitation by
mail, proxies may be solicited by directors, officers
and other regular employees of the Company by telephone,
telegram or personal interview
for no additional compensation.
Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries to forward
solicitation material to beneficial owners of the stock
held of record by such persons and the Company will
reimburse such persons for reasonable out-of-pocket
expenses incurred by them in so doing. The Company
has engaged Corporate Investor Communications to
assist in these contacts with brokerage houses,
custodians, nominees and fiduciaries for
an
estimated fee of $4,500 plus reasonable out-of-
pocket expenses.
PROPOSALS OF SECURITY HOLDERS
Any shareholder of the Company who desires to present
a proposal at the 1996 Annual Meeting of Shareholders
for inclusion in the proxy statement and form of proxy
relating
to that meeting must submit such proposal to the Company
at its principal executive offices on or before June 5,
1996.
FINANCIAL INFORMATION
The Company's fiscal 1995 Annual Report is being mailed
to shareholders on or about October 6, 1995. The Company
will provide without charge to any shareholder of record
as of October 2, 1995, and to each person to whom
this Proxy Statement is delivered in connection with the
Annual Meeting of Shareholders, upon written request of
such person, a copy of such fiscal 1995 Annual Report or
the Company's fiscal 1995 annual report on Form 10-
K, including financial statements and financial
statement schedules (but excluding exhibits), filed
with the Securities and Exchange Commission. Any
such request should be directed to Delta Woodside
Industries, Inc., 233 North Main Street, Hammond Square,
Suite 200, Greenville, South Carolina 29601,
Attention: Jane H. Greer, Vice President and Secretary.
* * *
The above Notice and Proxy Statement are sent by order
of
the Board of Directors.
Jane H. Greer, Secretary
Greenville, South Carolina
October 3, 1995
On Page 12 a line graph appears where indicated. Plot
points are listed below:
Jun 90 Jun 91 Jun 92 Jun 93 Jun 94 Jun 95
Delta Woodside Industries Inc. $100 $181 $220 $154 $165 $111
S & P 500 $100 $107 $122 $138 $140 $177
Customized Peer Group $100 $ 96 $129 $127 $129 $126
<PAGE>
P
R
O
X
Y
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN IN
THE ENCLOSED
POSTAGE-PAID
ENVELOPE
DELTA WOODSIDE INDUSTRIES, INC.
ANNUAL MEETING, NOVEMBER 9, 1995
The undersigned shareholder of Delta Woodside Industries,Inc., a South
Carolina corporation, hereby constitutes and appoints E.Erwin Maddrey, II,
Bettis C. Rainsford and Jane H. Greer, and each of them, attorneys and proxies
on behalf of the undersigned to act and vote at the Annual Meeting of
shareholders to be held at the Hyatt Regency Hotel, 220 North
Main Street, Greenville, South Carolina, on November 9, 1995 at 10:30
A.M., and any adjournment or adjournments thereof, and the undersigned
instructs said attorneys to vote:
<TABLE>
<S> <C> <C>
1. ELECTION OF [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for
DIRECTORS marked to the contrary below) all nominees listed below
</TABLE>
Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E. Maddrey, II,
B. A. Mickel, B. Mickel, B. C. Rainsford
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
2. Proposal to ratify selection of KPMG Peat Marwick LLP
as the independent auditors of Delta Woodside Industries, Inc. for Fiscal 1996..
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Delta Woodside Industries, Inc.
Incentive Stock Award Plan to increase to 800,000 the number of shares
issuable thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to amend the Delta Woodside Industries, Inc.
Stock Option Plan to increase to 600,000 the number of shares issuable
thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. At their discretion upon such other matters as may
properly come before the meeting.
A majority of said attorneys and proxies who shall be
present and acting as such at the meeting or any adjournment or
adjournments thereof (or, if only one such attorney and proxy may be
present and acting, then that one) shall have and may exercise all the powers
hereby conferred.
(over)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF DELTA WOODSIDE INDUSTRIES, INC. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE DEEMED TO GRANT AUTHORITY TO VOTE, AND WILL BE
VOTED, FOR ELECTION OF THE DIRECTORS LISTED ON THE REVERSE SIDE OF
THIS PROXY AND FOR APPROVAL OF PROPOSAL 2, 3 AND 4.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders dated October 3, 1995 and the Proxy
Statement furnished therewith.
Dated this day of , 1995
(Seal)
(Seal)
NOTE: Signature should agree
with name on stock certificate
as printed thereon. Executors,
administrators, trustees and
other fiduciaries should so
indicate when signing.
PLEASE DATE, SIGN AND RETURN THIS PROXY.
THANK YOU.
<PAGE>
VOTING INSTRUCTIONS DELTA WOODSIDE INDUSTRIES, INC.
ANNUAL MEETING, NOVEMBER 9, 1995
The undersigned participant in the Employee Retirement
Plan of DeltaWoodside Industries, Inc., a South Carolina
corporation, hereby directs Jane H. Greer, trustee of such Plan, to
vote the undersigned's proportionate share of the shares of common
stock of Delta Woodside Industries, Inc. held by such Plan at
the Annual Meeting of shareholders to be held at the Hyatt Regency Hotel, 220
North Main Street, Greenville, South Carolina, on November 9,
1995 at 10:30 A.M., and any adjournment or adjournments thereof,
as follows:
<TABLE>
<S> <C>
<C>
1. ELECTION OF [ ] FOR all nominees listed below (except as [ ] WITHHOLD AUTHORITY to vote for
DIRECTOR marked to the contrary below) all nominees listed below
</TABLE>
Messrs. C. C. Guy, J. F. Kane, M. Lennon, E. E.Maddrey, II,
B. A. Mickel, B. Mickel, B. C. Rainsford
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW).
2. Proposal to ratify selection of KPMG Peat Marwick LLP
as the independent auditors of Delta Woodside Industries, Inc. for Fiscal 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to amend the Delta Woodside Industries, Inc. Incentive Stock
Award Plan to increase to 800,000 the number of shares issuable thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Proposal to amend the Delta Woodside Industries, Inc.Stock Option Plan
to increase to 600,000 the number of shares issuable thereunder.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. At their discretion upon such other matters as may
properly come before the meeting.
PLEASE SIGN
ON REVERSE
SIDE AND
RETURN
THESE VOTING INSTRUCTIONS ARE SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF DELTA WOODSIDE INDUSTRIES, INC. IF
NOT OTHERWISE SPECIFIED, THESE VOTING INSTRUCTIONS WILL BE
DEEMED A DIRECTION TO VOTE FOR ELECTION OF THE DIRECTORS
LISTED ON THE REVERSE SIDE OF THESE VOTING INSTRUCTIONS
AND FOR APPROVAL OF PROPOSAL 2, 3 AND 4.
The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders dated October 3, 1995 and
the Proxy Statement furnished therewith.
Dated this day of , 1995
(Seal)
(Seal)
NOTE:Please sign exactly as name appears at left.
PLEASE DATE, SIGN AND RETURN THESE VOTING
INSTRUCTIONS.
THANK YOU.
DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
1995 AMENDMENT
Effective as of the 1995 Annual Meeting of the
Shareholders of
Delta Woodside Industries, Inc., a South Carolina corporation
(the
"Company"), the Company's Stock Option Plan, as heretofore
amended
(the "Plan"), is amended as follows:
1. Section 4 of the Plan is amended by substituting
"600,000" for "300,000" where that number appears in that
Section.
2. In all other respects the Plan shall remain in full
force
and effect.
3. This amendment shall be effective if it is approved
by
the requisite shareholder vote at the 1995 Annual Meeting of
Shareholders of the Company.
Effective as of November 9, 1995.
DELTA WOODSIDE INDUSTRIES, INC.
RESOLUTIONS OF BOARD OF DIRECTORS
AMENDING STOCK OPTION PLAN
The Board of Directors, acting without E. Erwin Maddrey,
II
and Bettis C. Rainsford who have abstained (the "Board"), of
Delta Woodside Industries, Inc., a South Carolina corporation
(the "Company"), adopts the following resolutions:
WHEREAS, the best interests of the Company would be
served
by amending the Company's Stock Option Plan (the "Plan") to
provide the Company with more flexibility to determine the
effects on any option granted under the Plan of the
termination
of the relevant participant's employment with the Company or
any
of its subsidiaries;
NOW, THEREFORE, BE IT RESOLVED as follows:
1. The third paragraph of section 10 of the Plan is
deleted
and the following shall become the third paragraph of section
10
of the Plan:
"At the time of grant of each Option, the Board (or
Committee, as applicable) shall determine, and the written
Option agreement or letter shall set forth, the effect on the
Option of the termination of the participant's employment with
the Company or any of its subsidiaries for any reason other
than death or permanent and total disability within the
meaning of Section 22(e)(3) of the Code (or any successor
provision). In the discretion of the Board (or Committee, as
applicable), such effect may include immediate termination of
the Option or termination of the Option after expiration of a
period of time (which may not exceed three months or the fixed
term of the Option) after such termination f employment. In
no event shall the holder be able to exercise an Option for
more shares than the number of shares for which the Option
could have been exercised at the time the participant ceases
to be an employee."
2. The following parenthetical shall be added following
the
word, "or", at the end of the second line of the fourth
paragraph
of section 10 of the Plan: "(if the Board, or Committee, as
applicable, so determines at the time of the grant)".
Adopted this 7th day of February, 1991.
AMENDMENT NO. 1
TO DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
The Board of Directors (the "Board") of Delta Woodside
Industries, Inc., a South Carolina corporation (the
"Company"),
with E. Erwin Maddrey, II abstaining, amends the Delta
Woodside
Industries, Inc. Stock Option Plan (the "Plan") as follows:
1. The term "422A(b)(7)" appearing in the third
paragraph of Section 5 of the Plan is deleted and
replaced
with the term "422A(d)", effective as of the
commencement
date of the Plan.
2. All references in the Plan to Section 422A of
the
Internal Revenue Code are amended to be references to
Section 422 of the Internal Revenue Code, effective as
of
November 5, 1990.
3. The following sentence is added to Section 6 of
the Plan: "In no event shall the exercise price per
share of an Option be less than 50 percent of the fair
market value per share of the Company's shares of common
stock on the date the Option is granted".
In all other aspects the Plan shall remain unchanged.
Adopted on August 22, 1991.
DELTA WOODSIDE INDUSTRIES, INC.
INCENTIVE STOCK AWARD PLAN
1995 AMENDMENT
Effective as of the 1995 Annual Meeting of the
Shareholders of
Delta Woodside Industries, Inc., a South Carolina corporation
(the
"Company"), the Company's Incentive Stock Award Plan (the
"Plan")
is amended as follows:
1. Section 4.1 of the Plan is amended by substituting
"800,000" for "300,000" where that number appears in that
Section.
2. In all other respects the Plan shall remain in full
force
and effect.
3. This amendment shall be effective if it is approved
by
the requisite shareholder vote at the 1995 Annual Meeting of
Shareholders of the Company.
Effective as of November 9, 1995.
DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
Effective As Of
July 1, 1990
(Concept of Plan approved by
Board of Directors on May 3, 1990;
Plan adopted by Board of Directors
on August 23, 1990)
DELTA WOODSIDE INDUSTRIES, INC.
STOCK OPTION PLAN
1. PURPOSE
The purpose of this Plan is to promote the growth and
profitability of Delta Woodside Industries, Inc. (the
"Company")
and its subsidiaries from time to time (the "Subsidiaries")
by
increasing the personal participation of key and middle level
executives in the continued growth and financial success of
the
Company and the Subsidiaries, by enabling the Company and the
Subsidiaries to attract and retain key and middle level
executives of outstanding competence and by providing such
key
and middle level executives with an equity opportunity in the
Company. This purpose will be achieved through the grant of
stock options ("Options") to purchase shares of the common
stock
of the Company.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of
Directors (the "Board"); provided, however, that, if the Board
includes members who are not "disinterested persons" (as
defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or any applicable successor
rule or regulation ("Rule 16b-3")), then all authority of the
Board under the Plan shall be exercised by a committee of the
Board (the "Committee") composed solely of all individuals
thereof who are "disinterested persons" (as so defined). The
Board (or Committee, as applicable) shall have complete
authority to: (i) interpret all terms and provisions of the
Plan consistent with law; (ii) select from the group of key
and middle level executives eligible to participate in the
Plan the key and middle level executives to whom Options shall
be granted; (iii) within the limits established herein,
determine the number of shares to be subject to and the term
of each Option granted to each of such key or middle level
executives; (iv) prescribe the form of instrument(s)
evidencing Options granted under this Plan; (v) determine the
time or times at which Options shall be granted; (vi) make
special grants of Options when determined to be appropriate;
(vii) provide, if appropriate, for the exercise of Options in
installments or subject to specified conditions; (viii)
determine the method of exercise of Options granted under the
Plan;
(ix) adopt, amend and rescind general and special rules and
regulations for the Plan's administration; and (x) make all
other determinations necessary or advisable for the
administration of this Plan.
Any action which the Board (or Committee, as applicable)
is authorized to take may be taken without a meeting if all
the members of the Board (or Committee, as applicable) sign a
written document authorizing such action to be taken, unless
different provision is made by the By-Laws of the Company or
by resolution of the Board (or Committee, as applicable).
The Board (or Committee, as applicable) may designate
selected Board members or certain employees of the Company to
assist the Board (or Committee, as applicable) in the
administration of the Plan and may grant authority to such
persons to execute documents including Options on behalf of
the
Board (or Committee, as applicable); subject in each such
case to
the requirements of Rule 16b-3.
No member of the Board (or Committee, as applicable)
shall
be liable for any action taken or determination made in good
faith.
3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN
GRANTING
OPTIONS
Participation in this Plan shall be determined by the
Board (or Committee, as applicable) and shall be limited to
those key and middle level executives, who may or may not be
officers or members of the Board, of the Company or the
Subsidiaries who have the greatest impact on the Company's
long-term performance. In making any determination as to the
key and middle level executives to whom Options shall be
granted and as to the number of shares to be subject thereto,
the Board (or Committee, as applicable) shall take into
account, in each case, the level and responsibility of the key
or middle level executive's position, the level of the key or
middle level executive's performance, the key or middle level
executive's level of compensation, the assessed potential of
the key or middle level executive and such other factors as
the Board (or Committee, as applicable), shall deem relevant
to the accomplishment of the purposes of the Plan.
Directors of the Company or any Subsidiary who are not
also
key or middle level executives are not eligible to
participate in
this Plan. Options may be granted under this Plan only for a
reason connected with a key or middle level executive's
employment. Persons who beneficially own stock representing
five
percent (5%) or more of the total combined voting power of
all
classes of stock of the Company or its parent or subsidiary
(as
determined under Section 425(d), (e) and (f) of the Internal
Revenue Code (the "Code")) are not eligible to participate in
this Plan.
4. STOCK SUBJECT TO PLAN
The stock to be offered under this Plan, upon exercise
of
Options, may be authorized but unissued common shares, shares
previously issued and thereafter acquired by the Company, or
any
combination thereof. An aggregate of 300,000 shares are
reserved
for the grant under this Plan of Options, any or all of
which, at
the Board's (or Committee's, as applicable) discretion, may
be
intended to qualify as incentive stock options under Section
422A
of the Code. This number of shares may be adjusted to
reflect
any change in the capitalization of the Company resulting
from a
stock dividend, stock split, or other adjustment contemplated
by
Section 14 of the Plan and occurring after the adoption of
this
Plan. The Board (or Committee, as applicable) will maintain
records showing the cumulative total of all shares subject to
Options outstanding under this Plan.
If an Option granted hereunder shall expire or terminate
for
any reason without having been fully exercised, the
unpurchased
shares subject thereto shall again be available for the
purposes
of this Plan.
5. ALLOTMENT OF SHARES
The Board (or Committee, as applicable) may, in its sole
discretion and subject to the provisions of the Plan, grant
to
eligible participants, on or after the effective date hereof,
Options to purchase shares of the Company's common stock.
Options granted under this Plan may, at the discretion of the
Board (or Committee, as applicable), be: (i) Options which
are
intended to qualify as incentive stock options under Section
422A
of the Code; (ii) Options which are not intended so to
qualify
under Section 422A of the Code; or (iii) both of the
foregoing if
granted separately, not in tandem. Each Option granted under
this Plan must be clearly identified as to its status as an
incentive stock option or not.
Options may be allotted to participants in such amounts,
subject to the limitations specified in this Plan, as the
Board
(or Committee, as applicable), in its sole discretion, may
from
time to time determine.
In the case of Options intended to be incentive stock
options, the aggregate fair market value (determined at the
time
of the Options' respective grants) of the shares with respect
to
which such Options are exercisable for the first time by a
participant hereunder during any calendar year (under all
plans
taken into account pursuant to Section 422A(b)(7) of the
Code)
shall not exceed $100,000.
Options not intended to qualify as incentive stock
options
under Section 422A of the Code may be granted to any Plan
participant without regard to the Section 422A limitation.
6. OPTION PRICE
The price per share at which each Option granted under
the
Plan may be exercised shall be such price as shall be
determined
by the Board (or Committee, as applicable) at the time of
grant
based on such criteria as may be adopted by the Board (or
Committee, as applicable) in good faith; provided, however,
in
the case of an Option intended to qualify as an incentive
stock
option under Section 422A of the Code, the price per share
shall
not be less than one hundred percent (100%) of the fair
market
value of the stock at the time such Option is granted.
7. TERM OF OPTION
The term of each Option granted under the Plan shall be
established by the Board (or Committee, as applicable), but
shall
not exceed ten (10) years from the date of the grant.
8. TIME OF GRANTING OPTIONS
The date of grant of an Option under the Plan shall, for
all
purposes, be the date on which the Board (or Committee, as
applicable) makes the determination of granting such Option.
Notice of the determination shall be given to each key or
middle
level executive to whom an Option is so granted, within a
reasonable time after the date of such grant.
9. NON-TRANSFERABILITY
An Option granted to a participant under this Plan shall
not
be transferable by him or her except by will or the laws of
descent and distribution and during the optionee's lifetime
shall
be exercisable only by him or her.
10. EXERCISE OF OPTIONS
Subject to the provisions of this Plan an Option may be
exerciseable at such time or times after the date of grant
thereof and upon such conditions as may be determined by the
Board (or Committee, as applicable) at the time of grant.
Any Option granted hereunder may be exercisable
according to
such schedule as may be determined by the Board (or
Committee, as
applicable).
In case the employment with the Company or Subsidiary of
any
participant to whom an Option shall have been granted shall
be
terminated for any reason other than his or her death or
permanent and total disability within the meaning of Section
22(e)(3) of the Code (or any successor provision), such
Option
may be exercised by him or her during a period not exceeding
three months after the date of such termination (but no later
than the end of the fixed term of the Option) for the number
of
shares for which the Option could have been exercised at the
time
he or she ceased to be an employee.
If a participant to whom an Option shall have been
granted
shall die while in the employ of the Company or Subsidiary or
within a period of three months after the termination of his
or
her employment with the Company or Subsidiary or if a
participant
to whom an Option shall have been granted shall have
terminated
his or her employment with the Company or Subsidiary by
reason of
having become permanently and totally disabled within the
meaning
of Section 22(e)(3) of the Code (or any successor provision),
such Option may be exercised by him or her or his or her
personal
representative during a period not exceeding one year after
the
date of termination of his or her employment (but no later
than
the end of the fixed term of the Option) for the number of
shares
for which the Option could have been exercised at the time
the
participant died or became permanently and totally disabled.
In no event may an Option be exercised after the
expiration
of its fixed term.
11. METHOD OF EXERCISE
Each Option granted under this Plan shall be deemed
exercised when the holder (a) shall indicate the decision to
do
so in writing delivered to the Company, (b) shall tender to
the
Company payment in full in cash (or, if the Board (or
Committee,
as applicable) so determines at the time of grant, in shares
of
the Company's common stock) of the exercise price for the
shares
for which the Option is exercised, (c) shall tender to the
Company payment in full in cash of the amount of all federal
and
state withholding or other employment taxes applicable to the
taxable income, if any, of the holder resulting from such
exercise and (d) shall comply with such other reasonable
requirements as the Board (or Committee, as applicable) may
establish.
No person, estate or other entity shall have any of the
rights of a shareholder with reference to shares subject to
an
Option until a certificate or certificates for the shares has
been delivered.
An Option granted under this Plan may be exercised for
any
lesser number of shares than the full amount for which it
could
be exercised. Such a partial exercise of an Option shall not
affect the right to exercise the Option from time to time in
accordance with this Plan for the remaining shares subject to
the
Option.
12. CANCELLATION AND REPLACEMENT OF OPTIONS
The Board (or Committee, as applicable) may at any time
or
from time to time permit the voluntary surrender by the
holder of
any outstanding Option under this Plan where such surrender
is
conditioned upon the granting to such holder of new Option(s)
for
such number of shares as the Board (or Committee, as
applicable)
shall determine, or may require such a voluntary surrender as
a
condition precedent to the grant of new Option(s) to such
holder.
The Board (or Committee, as applicable) shall determine
the
terms and conditions of new Options, including the prices at
and
periods during which they may be exercised, in accordance
with
the provisions of this Plan, all or any of which may differ
from
the terms and conditions of the Options surrendered. Any
such
new Option(s) shall be subject to all the relevant provisions
of
this Plan.
The shares subject to any Option(s) so surrendered shall
no
longer be charged against the limitation provided in Section
4 of
this Plan and may again become shares subject to the Plan.
The granting of new Option(s) in connection with the
surrender of outstanding Option(s) under this Plan shall be
considered for the purposes of the Plan as the grant of new
Option(s) and not an alteration, amendment or modification of
the
Plan or of the Option(s) being surrendered.
13. TERMINATION OF OPTIONS
An Option granted under this Plan shall be considered
terminated in whole or in part to the extent that, in
accordance
with the provisions of this Plan, it can no longer be
exercised
for any shares originally subject to the Option. The shares
subject to any Option or portion thereof, which terminates,
shall
no longer be charged against the limitation provided in
Section 4
of this Plan and may again become shares subject to the Plan.
14. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event of a stock dividend, recapitalization,
merger,
reorganization, consolidation, stock split-up, stock
consolidation or any other change in the characteristics of
the
shares of Common Stock, the shares available for purposes of
this
Plan or subject to Options outstanding hereunder shall be
correspondingly increased, diminished or changed, so that by
exercise of any outstanding Option the participant shall
receive,
without change in aggregate purchase price, securities, as so
increased, diminished or changed, comparable to the
securities he
or she would have received if he or she had exercised his or
her
Option prior to such event and had continued to hold the
Common
Stock so purchased until affected by such event; provided
with
respect to incentive stock options that, in the case of a
corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the excess
of
the aggregate fair market value of the shares subject to any
Option immediately after such event over the aggregate option
price of such shares is not more than the excess of the
aggregate
fair market value of all shares subject to the Option
immediately
before such event over the aggregate option price of such
shares.
Adjustments under this Section shall be made by the
Board
(or Committee, as applicable), whose determination as to what
adjustments shall be made, and the extent thereof, shall be
final, binding and conclusive.
15. COMPLIANCE WITH SECURITIES AND EXCHANGE COMMISSION
AND
OTHER REQUIREMENTS
No certificate(s) for shares shall be executed and
delivered
upon exercise of an Option until the Company shall have taken
such action, if any, as is then required to comply with the
provisions of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the South
Carolina
Uniform Securities Act, as amended, any other applicable
state
blue sky law(s) and the requirements of any exchange on which
the
Common Stock of the Company may, at the time, be listed.
In the case of the exercise of an Option by a person or
estate acquiring the right to exercise the Option by bequest
or
inheritance, the Board (or Committee, as applicable) may
require
reasonable evidence as to the ownership of the Option and may
require such consent and releases of taxing authorities as it
may
deem advisable.
16. NO RIGHT TO EMPLOYMENT
Neither the adoption of the Plan nor its operation, nor
any
document describing or referring to the Plan, or any part
thereof, shall confer upon any participant under this Plan
any
right to continue in the employ of the Company or any
Subsidiary,
or shall in any way affect the right and power of the Company
or
any Subsidiary to terminate the employment of any participant
under this Plan at any time with or without assigning a
reason
therefor, to the same extent as the Company or Subsidiary
might
have done if this Plan had not been adopted.
17. AMENDMENT AND TERMINATION
The Board (or Committee, as applicable) may at any time
suspend, amend or terminate this Plan. The Board (or
Committee,
as applicable) may make such modifications of the terms and
conditions of a holder's Option as it shall deem advisable.
No
Option may be granted during any suspension of the Plan or
after
such termination. Notwithstanding the foregoing provisions
of
this Section, no amendment, suspension or termination shall,
without the consent of the holder of an Option, alter or
impair
any rights or obligations under any Option theretofore
granted
under the Plan.
In addition to Board (or Committee, as applicable)
approval
of an amendment, if the amendment would: (i) materially
increase
the benefits accruing to participants; (ii) increase the
number
of securities issuable under this Plan (other than an
increase
merely reflecting a change in capitalization such as a stock,
dividend or stock split); (iii) change the class of employees
eligible to receive options; or (iv) otherwise materially
modify
the requirements for eligibility, then such amendment shall
be
approved by the holders of a majority of the Company's
outstanding capital stock, voting either in person or by
proxy,
and entitled to vote, at a meeting duly held of the
stockholders
of the Company.
18. USE OF PROCEEDS
The proceeds received by the Company from the sale of
shares
pursuant to Options granted under the Plan shall be used for
general corporate purposes as determined by the Board.
19. INDEMNIFICATION OF BOARD (OR COMMITTEE, AS
APPLICABLE)
In addition to such other rights of indemnification as
they
may have as members of the Board, the members of the Board
(or
Committee, as applicable) shall, to the fullest extent
permitted
by law, be indemnified by the Company against the reasonable
expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit
or
proceeding, or in connection with any appeal therein, to
which
they or any of them may be a party by reason of any action
taken
or failure to act under or in connection with the Plan or any
Option granted thereunder, and against all amounts paid by
them
in settlement thereof (provided such settlement is approved
by
independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit
or
proceeding, except in relation to matters as to which it
shall be
adjudged in such action, suit or proceeding that such Board
member (or Committee member, as applicable) is liable for
gross
negligence or misconduct in the performance of his or her
duties;
provided that within 60 days after institution of any such
action, suit or proceeding the Board member (or Committee
member,
as applicable) shall in writing offer the Company the
opportunity, at is own expense, to handle and defend the
same.
20. EFFECTIVE DATE OF THE PLAN
This Plan shall be effective on July 1, 1990; subject,
however, to the condition subsequent of approval by the
requisite
shareholder vote at the next ensuing annual meeting of
shareholders of the Company.
21. DURATION OF THE PLAN
Unless previously terminated by the Board (or Committee,
as
applicable), this Plan shall terminate at the close of
business
on May 2, 2000, and no Option shall be granted under it
thereafter, but such termination shall not affect any Option
theretofore granted under the Plan.
DELTA WOODSIDE INDUSTRIES, INC. INCENTIVE
STOCK AWARD PLAN
DELTA WOODSIDE INDUSTRIES, INC., a South Carolina
corporation with its principal offices in Greenville, South
Carolina (the "Company"), has duly adopted the following plan
(the "Plan").
ARTICLE I
THE PLAN
Sec. 1.1 NAME
This Plan shall be known as the "Incentive Stock Award
Plan".
Sec. 1.2 PURPOSES
The purposes of the Plan are to establish or increase the
equitable ownership in the Company by key and middle level
management employees of the Company and/or its subsidiaries
and to provide incentives to key and middle level management
employees of the Company and/or its subsidiaries through the
prospect of such stock ownership. By thus achieving
ownership or the prospect of ownership of the Company's
shares by such employees the Company expects to attract,
retain and motivate exceptionally well qualified and
competent individuals in key and middle level management
positions. It is upon such individuals and their judgment,
initiative and leadership that the Company
depends.
ARTICLE II
PARTICIPANTS
Sec. 2.1 ELIGIBILITY
Any officer or other key management employee or middle
level management employee of the Company or any subsidiary
shall be eligible to receive an Incentive Stock Award;
provided, however, that any person who beneficially owns 5%
or
more of the Company's outstanding common stock shall not be
eligible to participate in the Plan.
ARTICLE III
ADMINISTRATION
Sec. 3.1 SELECTION OF AWARDS
The Board of Directors (the "Board") of the Company shall
have the authority from time to time to select Participants
who are to receive Incentive Stock Awards and the number of
shares to be awarded under each such Award; provided,
however, that, if the Board includes members who are not
"disinterested persons" (as defined in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, or any
applicable successor rule or regulation, then all authority
of the Board under the Plan shall be exercised by a committee
of the Board (the "Committee") composed solely of individuals
who are "disinterested persons" (as so defined).
Sec. 3.2 INTERPRETATION OF PLAN
The Board (or Committee, as applicable) shall have full
authority to interpret and administer the Plan and to
determine and interpret the terms and conditions of each
Incentive Stock Award Agreement.
ARTICLE IV
SHARES ELIGIBLE TO BE GRANTED UNDER THE PLAN
Sec. 4.1 NUMBER OF SHARES
Subject to the provisions hereof pertaining to anti
dilution, the aggregate number of shares of common stock of
the Company which may be awarded under the Plan shall not
exceed
300,000 shares. Such shares may be either shares previously
issued and thereafter acquired by the Company or they may be
authorized but unissued shares. Any shares covered by an
Award (or portion thereof) which have been forfeited pursuant
to the provisions of the applicable Incentive Stock Award
Agreement may again become available for the purposes of the
Plan.
Sec. 4.2 ANTI-DILUTION
In the event that the outstanding shares of common stock
of the Company hereafter are changed into or exchanged for a
different number or kind of shares or other securities of the
Company or of another corporation, or cash or other property,
by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) the aggregate number and kind of shares
subject to Awards which shall have been or may thereafter be
granted hereunder shall be adjusted appropriately; and
(b) the new, additional or different shares and
securities and the cash and other property into which the
shares subject to outstanding Awards would have been
converted (had the shares covered by such Awards been
outstanding) shall be considered to be property granted by
and subject to the Awards and shall be subject to all of the
herein provided conditions and restrictions applicable to
such Awards and the shares subject to such Awards.
The foregoing adjustments and the manner of application
of the foregoing provisions shall be determined solely by the
Board (or Committee, as applicable), and any such adjustment
may
provide for the elimination of fractional share or security
interests.
ARTICLE V
AWARD
Sec. 5.1 AWARD GRANT
The Board (or Committee, as applicable) shall determine
from time to time who is to be a Participant and the number
of shares to be awarded. Such determination shall be
recorded in the appropriate minutes of the meeting.
Sec. 5.2 INCENTIVE STOCK AWARD AGREEMENT
A Participant shall be entitled to receive an Incentive
Stock Award only upon execution of an Incentive Stock Award
Agreement with the Company. Such Incentive Stock Award
Agreement shall be substantially in the form attached hereto
but may be modified from time to time by the Board (or
Committee, as applicable) consistent with the terms of this
Plan.
Sec. 5.3 CASH PURCHASE PRICE OF STOCK
The cash purchase price to be paid by each Participant
in connection with receiving shares covered by an Award (or
portion thereof) which has vested pursuant to the provisions
of an Incentive Stock Award Agreement shall be $0.01 per
share and such sum shall be payable prior to issuance to the
Participant of the certificate(s) representing such shares.
Sec. 5.4 FORFEITURE OF AN AWARD (OR PORTION THEREOF)
The Incentive Stock Award Agreement shall set forth the
circumstances under which the Award granted thereby (or
portion thereof) shall be forfeited. These circumstances (i)
may include the termination of employment of the Participant
with the Company or any subsidiary thereof, for any reason
other than death, retirement or permanent total disability,
prior to the date set forth in the Incentive Stock Award
Agreement when the Award (or
relevant portion thereof) shall vest, and (ii) may include
such additional circumstances as may be deemed appropriate by
the Board (or Committee, as applicable). The forfeiture
circumstances may vary among the shares covered by an Award.
In the event an Award (or portion thereof) shall be forfeited
pursuant to the terms of the applicable Incentive Stock Award
Agreement, the Participant shall immediately have no further
rights under such Award (or portion thereof) or in the shares
covered thereby.
Sec. 5.5 VESTING OF AN AWARD (OR PORTION THEREOF)
(a) The Incentive Stock Award Agreement shall set
forth the circumstances under which the Award granted thereby
(or portion thereof) shall vest. These circumstances (i) may
include the Participant being an employee with the Company or
any subsidiary on the date set forth in the Incentive Stock
Award Agreement, and (ii) may include such additional
circumstances as may be deemed appropriate by the Board (or
Committee, as applicable). The vesting circumstances may
vary among the shares covered by an Award.
(b) In the event an Award (or portion thereof)
shall vest pursuant to the terms of the applicable Incentive
Stock Award Agreement, the Company shall issue and deliver,
or cause to be issued and delivered, to the Participant or
his or her legal representative, free from any legend and any
other restriction (other than those required by federal or
state securities laws or any other applicable law),
certificate(s) for the number of shares covered by the vested
portion of the Award, subject to receipt by the Company of
the cash purchase price described in Section 5.3 above. In
addition, at or about such time the Company shall pay the
Participant in cash an amount which will be approximately
sufficient, after the payment of all applicable
federal and state income taxes, to pay the federal and state
income taxes which the Participant will incur by virtue of
the vesting of such Award (or portion thereof).
(c) No stock certificate shall be delivered to a
Participant or his or her legal representative as
hereinabove provided unless and until the Participant or his
or her legal representative shall have paid to the Company
in cash the full amount of all federal and state withholding
or other employment taxes applicable to the taxable income
of such Participant resulting from the vesting of such Award
(or portion thereof). Sec. 5.6 NO RIGHTS AS SHAREHOLDER
Until the issuance and delivery to the Participant of
certificate(s) for such shares by reason of the vesting of
an Award (or portion thereof) and payment of the applicable
cash purchase price, the Participant shall have none of the
rights of a shareholder with respect to the shares covered
by an Award.
ARTICLE VI
STOCK CERTIFICATE
Sec. 6.1 STOCK CERTIFICATES
The Company shall not be required to issue or deliver, or
cause to be issued or delivered, any certificate of stock
pursuant to an Incentive Stock Award Agreement executed
hereunder, prior to fulfillment of all of the following
conditions:
(a) the admission of such shares to listing on
any over-the-counter markets and stock exchanges on which
the Company's stock is then traded or listed;
(b) the completion of any registration or other
qualification of such shares under any federal or state law
or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory
body, which the Board (or Committee, as applicable) in its
sole discretion deems necessary or advisable;
(c) the obtaining of any approval or other
clearance from any federal or state governmental agency which
the Board (or Committee, as applicable) shall in its sole
discretion determine to be necessary or advisable; and
(d) the lapse of such reasonable period of time
following the vesting of an Award (or portion thereof) as the
Board (or Committee, as applicable) from time to time may
establish for reasons of administrative convenience.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN Sec.
7.1 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board (or Committee, as applicable) may at any time and
from time to time and in any respect amend, modify or
terminate the Plan; provided, however, that no such action of
the Board (or Committee, as applicable) without approval of
the shareholders of the Company may:
(a) increase the total number of shares of common
stock covered by the Plan except as contemplated in Section
4.2 hereof; or
(b) change the $0.01 per share cash purchase price
under Section 5.3;
provided further, that no termination, amendment or
modification of the Plan shall in any manner, without the
consent of the Participant, affect any Award theretofore
granted under the Plan.
ARTICLE VIII
MISCELLANEOUS
Sec. 8.1 EMPLOYMENT
Nothing in this Plan or in any Award granted hereunder
or in any Incentive Stock Award Agreement relating thereto
shall confer upon any employee the right to continue in the
employ of the Company or any subsidiary.
Sec. 8.2 OTHER COMPENSATION PLANS
The adoption of this Plan shall not affect any other
incentive or other compensation plans in effect for the
Company or any subsidiary, nor shall this Plan preclude the
Company from establishing any other forms of incentive or
other compensation for employees of the Company or any
subsidiary.
Sec. 8.3 PLAN BINDING ON SUCCESSORS
This Plan shall be binding upon the successors and
assigns of the Company.
Sec. 8.4 SINGULAR, PLURAL; GENDER; HEADINGS
Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include
the feminine gender. The headings in this Plan or any
Incentive Stock Award Agreement are and shall be for
reference purposes only and shall not affect the meaning or
interpretation hereof or thereof.
Sec. 8.5 AWARD NOT TRANSFERABLE
A Participant shall have no right to transfer, assign or
hypothecate an Award or, until the portion of an Award
covering such shares shall vest, the shares covered by an
Award, other than by will or the laws of descent and
distribution, and the rights of any purported owner, holder,
pledgee or any other person in possession of or claiming any
right in such Award or shares shall at all times be subject
to the provisions of this Plan and the applicable Incentive
Stock Award Agreement.
DELTA WOODSIDE INDUSTRIES, INC. INCENTIVE STOCK AWARD PLAN
INCENTIVE STOCK AWARD AGREEMENT
(Participant)
(Date Of Award)
DELTA WOODSIDE INDUSTRIES, INC. INCENTIVE
STOCK AWARD AGREEMENT
THIS AGREEMENT, executed as of , 199 , by
and between DELTA WOODSIDE INDUSTRIES, INC., a South
Carolina corporation (the "Company"), and
(the "Participant"), evidences the grant by the Company on
said date of an Award of the right to purchase an aggregate
of
shares of common stock of the Company pursuant
and
subject to the provisions of the Company's Incentive Stock
Award Plan and this Agreement.
Sec. 1. CASH PURCHASE PRICE
The cash purchase price of the common stock subject to
this Award shall be $0.01 per share.
Sec. 2. ANTI-DILUTION
In the event that the outstanding shares of common
stock of the Company hereafter are changed into or
exchanged for a
different number or kind of shares or other securities of the
Company or of another corporation, or cash or other property,
by reason of a merger, consolidation, reorganization,
recapitalization, reclassification, combination of shares,
stock split-up or stock dividend, the new, additional or
different shares and securities and the cash and other
property into which the shares subject to this Agreement
would have been converted (had the shares covered by this
Agreement been outstanding) shall be considered to be
property granted by and subject to this Agreement and shall
be subject to all of the herein provided conditions and
restrictions applicable to the Award granted by
this Agreement and the shares subject to this Agreement.
Sec. 3. NON-TRANSFERABILITY OF RIGHTS
The Participant shall have no right to transfer, assign
or hypothecate any of the Participant's rights under this
Agreement or, until the portion of the Award granted hereby
covering such shares shall vest, the shares covered by the
Award granted hereby, other than by will or the laws of
descent and distribution, and such rights shall be
exercisable during Participant's lifetime only by the
Participant.
Sec. 4. FORFEITURE OF AWARD (OR PORTION THEREOF)
Upon the occurrence of the following circumstances prior
to the vesting of the Award (or portion thereof, as
applicable), the Award (or portion thereof, as applicable) of
shares set forth in this Agreement shall forfeit, and the
Participant shall immediately have no further rights under
such Award (or portion thereof) or in the shares covered
thereby:
[To be provided by Board (or committee, as applicable).]
Sec. 5. VESTING OF AWARD (OR PORTION THEREOF)
Upon the occurrence of the following circumstances, the
Award (or portion thereof, as applicable) of shares set forth
in this Agreement shall vest:
[To be provided by Board (or committee, as applicable).]
In the event the Award (or portion thereof) set forth in
this Agreement shall vest pursuant to the terms of this
Agreement, the Company shall issue and deliver, or cause to
be issued and delivered, to the Participant or his or her
legal representative, free from any legend and any other
restriction (other than those required by federal or state
securities laws or any other applicable law), certificate(s)
for the number of shares covered by the vested portion of the
Award, subject to the receipt by the Company of the cash purchase price
described in Section 1 above. In addition, at or about such
time the Company shall pay the Participant in cash an amount
which will be approximately sufficient, after the payment of all applicable
federal and state income taxes, to pay the federal and state
income taxes which the Participant will incur by virtue of
the vesting of such Award (or portion thereof).
No stock certificate shall be delivered to the
Participant or his or her legal representative as hereinabove
provided unless and until the Participant or his or her legal
representative shall have paid to the Company in cash the
full amount of all federal and state withholding or other
employment taxes applicable to the taxable income of the
Participant resulting from the vesting of such Award (or
portion thereof). Sec. 6. NO RIGHTS AS SHAREHOLDER
Until the issuance and delivery to the Participant of
certificate(s) for such shares by reason of the vesting of
the Award set forth in this Agreement (or portion thereof)
and payment of the applicable cash purchase price, the
Participant shall have none of the rights of a shareholder
with respect to the shares covered by an Award.
Sec. 7. STOCK CERTIFICATES
The Company shall not be required to issue or deliver,
or cause to be issued or delivered, any certificate of stock
pursuant to this Agreement, prior to fulfillment of all of
the following conditions:
(a) the admission of such shares to listing on
any over-the-counter markets and stock exchanges on which
the Company's stock is then traded or listed;
(b) the completion of any registration or other
qualification of such shares under any federal or state law
or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory
body, which the Company's Board of Directors (or committee
thereof,
as applicable) in its sole discretion deems necessary or
advisable;
(c) the obtaining of any approval or other
clearance
from any federal or state governmental agency which the
Company's Board of Directors (or committee thereof, as
applicable) shall in its sole discretion determine to be
necessary or advisable; and
(d) the lapse of such reasonable period of time
following the vesting of the Award set forth in this
Agreement (or portion thereof) as the Company's Board of
Directors (or committee thereof, as applicable) from time to
time may establish for reasons of administrative
convenience.
Sec. 8. ENFORCEMENT
This Agreement shall be construed, administered and
enforced in accordance with and subject to the terms of the
Company's Incentive Stock Award Plan and the laws of the
State of South Carolina.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first hereinabove written.
DELTA WOODSIDE INDUSTRIES,
INC. By:
Title:
PARTICIPANT
