EXHIBIT 10.1
Gary Harmon - Consulting
Agreement
Based on your desire to retire at the end
of the third quarter 2009, outlined below are the terms of our
mutually agreed upon consulting agreement.
(1)
The term of this agreement shall be for
24 months beginning October 1, 2009 and ending September 30,
2011.
(2)
The Dixie Group, Inc. shall pay you
$10,000 per month for your consulting services. In the event
of death, months remaining on the term of this agreement shall be
paid in one lump sum. In the event of your disability or a
change of control, the remainder of this agreement shall be paid
monthly.
(3)
Dixie will pay the company portion of
health and dental insurance through the consulting
period.
(4)
For all consulting days worked over 55
per 12 month period, Dixie will pay you $1,000 per day.
(5)
Stock options must be exercised within
one year of your retirement date.
(6)
Business expenses related to this
consulting agreement will be reimbursed by Dixie.
(7)
You may keep your personal
computer.
(8)
This consulting agreement includes a two
year non-compete (see attachment).
Agreed to this date July 27,
2009
By: /s/ Gary A.
Harmon
By: /s/ Daniel K.
Frierson
NON COMPETE
AGREEMENT
1)
Confidentiality.
a)
Receipt of Confidential Information.
Consultant acknowledges that he will be exposed to certain
confidential or proprietary information about The Dixie Group,
including the suppliers, vendors, customers, potential customers
and competition of Dixie, and information about Dixie’s
operations. Additionally, in the course and scope of the
Consultant’s term, he will be gaining significant experience
and expertise related to Dixie’s Products, such experience
and expertise being of potentially great value to competitors of
Dixie. All advertising, sales, manufacturers’ and other
materials, articles or information relating to Dixie or
Dixie’s operations, drawings, records, data bases, computer
programs, data processing reports, customer sales analyses,
invoices, price lists or information, samples, supplier and vendor
identities and terms, the identities and terms of prior contacted
prospects, and any other materials or data of any kind furnished to
Consultant by Dixie or developed by Consultant on behalf of Dixie
or at Dixie’s direction or for Dixie’s use or otherwise
in connection with Consultant’s performance of services for
Dixie, are and shall remain the sole and exclusive confidential
property of The Dixie Group, Inc.
b)
Non-Disclosure. Consultant shall not use
for his personal benefit, or disclose, communicate or divulge to,
or use for the direct or indirect benefit of any person, firm,
association or entity other than Dixie, (i) any material or
information referred to in section 1(a) above, (ii) any material or
information regarding the business methods, business policies,
procedures. Techniques, research or development projects or
results, trade secrets or other knowledge or processes of or
developed by Dixie, (iii) any names or addresses of customers,
suppliers, vendors, prior contacted prospects,
