Exhibit 10.2
Execution Copy
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation
Agreement and General Release (“Agreement”), effective
as of November 7, 2006, is made and entered into by you, James
Snyder, on behalf of yourself, your heirs, executors,
administrators, successors and assigns (collectively referred to as
“you”) and Polymer Group, Inc., on behalf of itself,
its current and former divisions, subsidiaries, affiliates, related
companies, predecessors, successors, assigns, and their officers,
directors, employees, insurers, stockholders, and agents
(collectively referred to as “PGI”).
1.
Separation Date and Pay . Your employment with PGI
will end on November 7, 2006 (your “Separation
Date”). In exchange for your promises as set forth in
this Agreement, PGI agrees to pay you your current monthly pay, in
accordance with standard PGI payroll process, in the amount of
$11,526.67 per month until September 21, 2007, less applicable
payroll withholdings and other deductions, taking into account
North Carolina tax rules relating to severance payments.
2
Recovery . Without otherwise limiting PGI’s
rights and subject to and in further consideration of your
obligations under the terms of this Agreement, PGI agrees that it,
except to the extent required by law, will not require you to repay
or otherwise seek recovery from you of any salary or bonus amounts
paid to you by PGI during your employment with PGI prior to the
Separation Date.
3.
Additional Payment Opportunity . You will be eligible
for an additional payment opportunity equal to $34,580.01 in lieu
of any other bonus payments or bonus opportunities available to you
under any PGI plan, agreement or arrangement, less applicable
payroll withholdings and other deductions, taking into account
North Carolina tax rules relating to severance payments. This
additional payment will only be paid on September 21, 2007 and only
if you comply with all of the terms and conditions of this
Agreement for the entire period. Your satisfaction of the
terms of this Agreement shall entitle you to the additional
payment.
4.
Stock Options; Restricted Stock . You will forfeit all
of your shares of restricted stock and stock options that have been
granted to you, including all vested and unvested shares, and all
such vested and unvested shares shall be immediately
cancelled.
5.
Vacation; Paid Time Off . You will be entitled to
receive $ 3,645.00 for your 3 weeks of unused earned vacation
and/or paid time off days, less applicable payroll withholdings and
other deductions, taking into account North Carolina tax rules
relating to severance payments.
6.
Release . In exchange for the benefits set forth in
this Agreement, you agree to waive and release PGI with respect to
any and all claims, whether currently known or unknown, that you
now have or have ever had, against PGI arising from or related to
any agreement, act, omission, or thing occurring or existing at any
time prior to or on the date on which you sign this
Agreement. Without limiting the foregoing, the claims
released by you hereunder include, but are not limited
to:
(a)
all claims for or related in any way to your employment,
compensation, other terms and conditions of employment, actions
occurring during your employment, or termination from employment
with PGI, including without limitation all claims for salary,
bonus, severance pay, or any other compensation or
benefit;
(b)
all claims that were or could have been asserted by you or on your
behalf: (i) in any federal, state, or local court,
commission, arbitration proceeding, or agency; (ii) under any
common law theory; or (iii) under any employment, contract, tort,
federal, state, or local law, regulation, ordinance, constitutional
provision, or executive order; and
(c)
all claims that were or could have been asserted by you or on your
behalf arising under any of the following laws, as amended from
time to time: Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act of 1967, as amended (including
the Older Workers Benefit Protection Act), the Equal Pay Act of
1963, as amended, the Americans with Disabilities Act, the Employee
Retirement Income Security Act, the Family and Medical Leave Act,
and the Worker Adjustment and Retraining Notification Act any
applicable Executive Order Programs, the Fair Labor Standards Act,
or their state or local counterparts, the South Carolina Human
Affairs Law, S.C. Code sections 1-13-10 et seq.; S.C. Code sections
41-10-10 et seq. and the retaliatory employment discrimination
provision of North Carolina law; provided that this release does
not cover any claims you may have under the North Carolina
Worker’s Comp Act, N.C.G.S. 97-1 et seq. Annex 1 sets
forth the name of the other terminated employee.
7.
Covenant Not to Sue . You agree, represent and warrant
that: (a) you will not commence, aid or maintain any action or
other legal proceeding based upon any claim arising out of or
related to the matters released in this Agreement, except for the
purpose of enforcing this Agreement as required by law; (b) you
have not filed or initiated any legal or other proceedings against
PGI; (c) no such proceedings have been initiated against PGI on
your behalf; (d) you are the sole owner of the claims that are
released in Paragraph 6 above; (e) none of these claims has been
transferred or assigned or caused to be transferred or assigned to
any other person, firm or other legal entity; and (f) you have the
full right and power to grant, execute, and deliver the releases,
undertakings, and agreements contained in this
Agreement.
8.
Acknowledgements . You further agree that:
·
You have read this Agreement and understand all of its terms,
having been advised by counsel;
·
You are entering into this Agreement knowingly, voluntarily and
with full knowledge of its significance;
·
The promises contained in Paragraphs 1 and 3, are consideration for
your signing this Agreement and represent payments and benefits
that, in absence of signing this Agreement, you would not be
entitled to receive from PGI;
2
·
You acknowledge that you understand that you have seven days after
the execution of this Agreement to revoke it and that the release
contained in this Agreement shall not become effective or
enforceable until this seven-day revocation period has expired;
and
·
You acknowledge that you have had at least 45 days from the date of
your receipt of the release contained in this Agreement
substantially in its final form on September 25, 2006, to consider
it and the changes made since the September 25, 2006 version of
this Agreement are not material and will not restart the required
45-day period..
9.
Termination of Change in Control Severance Compensation
Agreement . You and PGI agree that the Change in Contro0l
Severance Compensation Agreement dated as of March 24, 2006, is
hereby terminated in its entirety without any obligation on the
part of you or PGI for any events, occurrences or transactions that
may have occurred, or may occur, prior to or after the date
hereof.
10.
Confidential Information.
(a) Obligation to Maintain Confidentiality . You
acknowledge that the continued success of the Company and its
Subsidiaries, depends upon the use and protection of a large body
of confidential and proprietary information. All of such
confidential and proprietary information existing prior hereto or
now existing is referred to in this Agreement as “
Confidential Information .” Confidential
Information will be interpreted as broadly as possible to include
all information of any sort (whether merely remembered or embodied
in a tangible or intangible form) that is (i) related to the
Company’s or its Subsidiaries’ current or potential
business and (ii) is not generally or publicly known.
Confidential Information includes, without specific limitation, the
information, observations and data obtained by you during the
course of your employment with the Company and its Subsidiaries
concerning the business and affairs of the Company and its
Subsidiaries, information concerning acquisition opportunities in
or reasonably related to the Company’s or it
Subsidiaries’ business or industry of which you become aware
during your employment, the persons or entities that are current,
former or prospective suppliers or customers of any one or more of
them during your course of your employment, as well as development,
transition and transformation plans, methodologies and methods of
doing business, strategic, marketing and expansion plans, including
plans regarding planned and potential sales, financial and business
plans, employee lists and telephone numbers, locations of sales
representatives, new and existing programs and services, prices and
terms of purchases, purchasing practices, contact terms, prices
paid for raw materials and supplies, negotiating strategy, customer
service policies and programs, integration processes, requirements
and costs of providing service, support and equipment.
Therefore, you agree that you shall not disclose to any
unauthorized person or use for your own account any of such
Confidential Information without both Board’s prior written
consent, unless and to the extent that any Confidential Information
(i) becomes generally known to and available for use by the
public other than as a result of your acts or omissions to act or
(ii) is required to be disclosed pursuant to any applicable
law or court order. You agree to deliver to the Company
all
3
<<!--
SEQ.=1,FOLIO='3',FILE='C:\fc\31375818693_D10967_1481074\21667-2-kk.htm',USER='jmsproofassembler',CD='Nov
9 07:58 2006' -->
