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EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT
AGREEMENT (“Agreement”) is entered into effect as
of January 1, 2008 (the “Effective Date”), by and
between Joseph L. Gorga (“Executive”) and International
Textile Group, Inc. (“Company” or “ITG”), a
Delaware corporation.
R E C I T A L S:
A. Executive serves as the
President and Chief Executive Officer of ITG and is a key corporate
officer of ITG and is expected to make major contributions to the
profitability, growth and financial strength of the ITG.
B. ITG desires to employ
Executive, and Executive desires to accept such employment, under
the terms and conditions of this Agreement.
C. The Board of Directors has
also determined that it is in the best interests of the
stockholders and ITG to promote stability among key
officers.
IN CONSIDERATION OF THE
FOREGOING, the mutual covenants contained herein, and other good
and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1.1
“Accountants” has the meaning set forth in
Section 9.8(B)(i).
1.2 “ Base
Salary ” has the meaning set forth in
Section 6.1.
1.3 “
Board ” means the board of directors of
ITG.
1.4 “
Cause ” means (A) the commission by Executive of
(i) a felony or (ii) any serious crime involving fraud,
dishonesty or breach of trust; (B) gross negligence or
intentional misconduct by Executive with respect to ITG or in the
performance of his duties to ITG; (C) failure to follow a
reasonable, lawful and specific direction of the Board of Directors
of ITG; (D) failure by Executive to cooperate in any corporate
investigation, or (E) breach by Executive of any material
provision of this Agreement, which breach is not corrected by
Executive within ten (10) calendar days after receipt by
Executive of written notice from ITG of such breach. For purposes
of this definition, no act or failure to act by the Executive shall
be considered “intentional” unless done or omitted to
be done by the Executive in bad faith and without reasonable belief
that the Executive’s action or omission was in the best
interests of ITG.
1.5 “Code”
has the meaning set forth in Section 9.8(A).
1.6 “Covered
Payments” has the meaning set forth in
Section 9.8(A).
1.7 “
Disability ” or “ Disabled ” means
the absence of Executive from Executive’s duties with the
Company on a full time basis for 180 consecutive days as a result
of incapacity due to mental or physical illness which is determined
to be total and permanent by a physician
selected by the Company or its insurers
and reasonably acceptable to Executive or Executive’s legal
representative.
1.8 “
Employee Benefits ” means the “benefit plans and
policies” for the limited liability companies of ITG or its
predecessor that was the employer of the Executive immediately
prior to the execution of this Employment Agreement and Employee
Benefits shall refer to such plans until adopted by and as
subsequently amended by ITG.
1.9 “Excise
Tax” has the meaning set forth in
Section 9.8(A).
1.10 “Excise Tax
Reimbursement” has the meaning set forth in
Section 9.8(A).
1.11 “ Good
Reason ” means the termination of Executive’s
employment by Executive for any of the following
reasons:
(A) involuntary reduction in
Executive’s Base Salary unless such reduction occurs
simultaneously with a reduction in officers’ salaries
generally applicable on a company-wide basis;
(B) involuntary
discontinuance or reduction in bonus award opportunities for
Executive under ITG’s Incentive or Bonus Plan unless a
generally applicable company-wide reduction or elimination of all
officers’ bonus awards occurs simultaneously with such
discontinuance or reduction;
(C) involuntary
discontinuance of Executive’s participation in any employee
benefit plans maintained by ITG unless such plans are discontinued
by reason of law or loss of tax deductibility to ITG with respect
to contributions to such plans, or are discontinued as a matter of
ITG policy applied equally to all participants in such plans that
are in the same classification of employees as
Executive;
(D) failure to obtain an
assumption of ITG’s obligations under this Agreement by any
successor to ITG, regardless of whether such entity becomes a
successor to ITG as a result of a merger, consolidation, sale of
assets of ITG, or other form of reorganization, except when the
rights and obligations of ITG under this Agreement are vested in
the successor to ITG by operation of law;
(E) involuntary relocation of
Executive’s primary office to a location more than fifty
(50) miles from the City of Greensboro, State of North
Carolina; and
(F) material reduction of
Executive’s duties in effect on the Effective
Date.
1.12 “
Incentive or Bonus Plan ” has the meaning set forth in
Section 6.2 hereof.
1.13 “
ITG ” means International Textile Group Inc. and each
of the affiliates of International Textile Group Inc. (meaning any
entity that directly, or indirectly through one or more
intermediaries, controls, is controlled by, or is under common
control with, International Textile Group Inc.), along with all
successors and assigns of each of such entities.
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1.14 “
Plan ” has the meaning set forth in
Section 7.3.
1.15 “
Restricted Customers ” means all the specific customer
accounts, whether within or outside of the Restricted Territory,
with which Executive had any contact or for which Executive had any
responsibility (either direct or supervisory) at the time of
termination of Executive’s employment and at any time during
the two (2)-year period prior to such termination.
1.16 “
Restricted Industry ” means the specific industry
segment or segments for which the Executive had any responsibility
(either direct or supervisory) at the time of termination of
Executive’s employment and at any time during the two
(2)-year period prior to such termination.
1.17 “
Restricted Territory ” means the geographic area(s)
within a 200 mile radius of any and all ITG location(s) in, to, or
for which Executive worked, to which Executive was assigned or had
any responsibility (either direct or supervisory) at the time of
termination of Executive’s employment and at any time during
the two-year period prior to such termination.
1.18 “Target
Bonus” has the meaning set forth in the Incentive or
Bonus Plan as defined in Section 6.2 hereof.
1.19 “
Term ” has the meaning set forth in
Section 5.
1.20 “
Termination Date ” means the date on which the
termination of Executive’s employment with ITG becomes
effective.
| 2. |
Termination of Prior Agreements. |
The parties hereto
acknowledge and agree that, effective as of the date hereof, all
prior employment agreements if any are terminated and each and
every provision of each of such agreements is rendered void and of
no further force or effect whatsoever.
ITG hereby employs Executive,
and Executive hereby accepts employment, according to the terms and
conditions set forth in this Agreement and for the period specified
in Section 5 of this Agreement.
During the Term, Executive
shall serve ITG as its President and Chief Executive Officer in
accordance with reasonable and lawful directions from ITG’s
Board of Directors and in accordance with ITG’s Articles of
Incorporation and Bylaws, as both may be amended from time to time.
Executive will report directly to the Board of Directors. While
Executive is employed by ITG as a full-time employee, Executive
shall serve ITG faithfully, diligently, competently and to the best
of his ability, and will exclusively devote his full time, energy
and attention to the business of ITG and to the promotion of its
interests. Executive shall not, without the written consent of the
Board of Directors either render services to or for any person,
firm, corporation or
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other entity or organization in exchange
for compensation, regardless of the form in which such compensation
is paid and whether or not it is paid directly or indirectly to
Executive, or serve as a board member, director or trustee of any
corporation or organization regardless of whether Executive is paid
for such services. Nothing in this Section 4 shall preclude
Executive from managing his personal investments and affairs,
provided that such activities in no way interfere with the proper
performance of his duties and responsibilities as President and
Chief Executive Officer.
Subject to Article 9, the
term of this Agreement (the “Term”) shall commence on
the Effective Date and end on December 31, 2011. The Term
shall automatically be extended by one year on each
December 31, beginning December 31, 2008, unless not
later than September 30 of each year ITG notifies Executive,
or Executive notifies ITG, that it or he, as the case may be, does
not desire to have the Term extended. For example, if such notice
of non-extension is not given by September 30, 2008, the Term
of this Agreement shall automatically be extended to
December 31, 2012.
6.1 Base Salary .
While employed under this Agreement, Executive will receive as his
compensation for the performance of his duties and obligations to
ITG under this Agreement a Base Salary of Six Hundred Sixty
Thousand Dollars ($660,000.00) per year, which will be payable
in such installments established by ITG for all salaried employees,
and which will be subject to annual review by the Board of
Directors or any committee designated by the Board of Directors
(the base salary, as it may be modified from time to time, is
referred to herein as the “Base Salary”).
6.2 Bonus . In
addition to the Base Salary, Executive will receive with respect to
each plan year a bonus in accordance with ITG’s Incentive and
Bonus Plan, a copy of which has been delivered to
Executive.
6.3 Withholding . All
compensation payable to Executive pursuant to this Section 6
shall be paid net of amounts withheld for federal, state, municipal
or local income taxes, Executive’s share, if any, of any
payroll taxes and such other federal, state, municipal or local
taxes as may be applicable to amounts paid by an employer to its
employee or to the employer/employee relationship.
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Other Benefits of Employment. |
7.1 Employee Benefits
. Executive will be entitled to participate in such
hospitalization, life insurance, long and short term disability,
401(k) and other employee benefit plans and programs, if any, as
may be adopted by ITG from time to time, in accordance with the
provisions of such plans and programs and on the same basis as
other full-time salaried employees of ITG who participate in such
employee benefit plans (except to the extent that the benefits
provided under any of such plans or programs are expressly offset
by any of the benefits provided under or pursuant to this
Agreement).
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7.2 Executive Benefits
. Executive shall be entitled to participate in any employee
benefit adopted by ITG for executive level employees. Inasmuch as
Executive conducts a significant level of Company business outside
of the Company’s corporate offices, Executive shall be
entitled to reimbursement during the term of this agreement of
annual membership dues to the country club in which he is a
member.
7.3 Stock Based Awards
. Executive shall be eligible to receive grants of stock options,
performance shares or units, stock appreciation rights, restricted
stock, deferred shares, and other stock-based awards in accordance
with the provisions of any stock-based award or long-term incentive
plan (“Plan”) ITG may adopt or amend or supersede from
time to time. The terms of such grants shall be determined by the
Board of Directors (or its designee as provided in the Plan or as
appointed by the Board of Directors) in accordance with the Plan,
provided, however, that notwithstanding any provision of the Plan
to the contrary, in the event of any termination of
Executive’s employment for any reason other than for Cause
pursuant to Section 9.3, or for termination of employment for
other than Good Reason pursuant to Section 9.5, any
stock-based award granted to Executive prior to such Termination
Date shall immediately vest and be exercisable by or issued to the
Executive under the Plan.
7.4 Taxes and
Withholding . Executive shall be responsible for paying all
federal, state, municipal or local taxes payable by him with
respect to any benefits provided under this Section 7, and ITG
will, when required by law or when otherwise appropriate or
customary, withhold from the benefits or other compensation amounts
sufficient to satisfy such taxes, unless taxes are to be paid by
ITG as set forth in the provisions of the executive benefit plan,
Employee Benefit Plan, or an agreement with the
Executive.
7.5 Vacation .
Notwithstanding any policy of the company for salaried employees,
Executive will be entitled to four (4) weeks paid vacation and
ITG recognized holidays.
8.1 Termination by ITG
.
(A) This Agreement shall
automatically terminate effective upon (i) the date of
Executive’s death; (ii) the date that Executive is
determined to be permanently Disabled or (iii) the date of
Executive’s retirement.
(B) ITG may terminate this
Agreement, and Executive’s employment wit
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