EXHIBIT 10.1.3
[NOTE: WILLIAM F. GARRETT, WILLIAM H. HARDMAN, JR. AND DONALD
C. WALKER ENTERED
INTO SUCH AGREEMENTS ON AUGUST 24, 2005,
AND THE TERMS OF THEIR
AGREEMENTS IN
PARAGRAPH 3 BELOW ARE 18 MONTHS.]
FORM OF
DELTA WOODSIDE INDUSTRIES, INC.
DELTA MILLS, INC.
DELTA MILLS MARKETING, INC.
TERMINATION OF DEFERRED COMPENSATION ARRANGEMENT
This Termination
of Deferred Compensation Arrangement (this
"Agreement") is effective as of the ____ day of August,
2005 by and
between
Delta Woodside Industries, Inc. ("DWI"), Delta Mills, Inc. ("Delta Mills"),
Delta Mills Marketing, Inc. ("DMM"; together with DWI and Delta Mills,
the
"Companies") and the undersigned individual
("Employee").
WHEREAS, Employee currently is an employee of one of the Companies and is
entitled to certain benefits under the Delta Woodside Group Deferred
Compensation Plan for Key Managers (the
"Plan"); and
WHEREAS, the Companies propose to terminate the Plan with
respect to Employee,
subject to the terms and conditions of this Agreement, and Employee hereby
accepts the termination of the Plan with respect to
Employee, subject to the
terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the
mutual covenants and representations made
herein, the parties agree as follows:
1. THIS AGREEMENT SHALL ONLY BE EFFECTIVE IF EXECUTED BY EMPLOYEE AND
DELIVERED TO THE
COMPANIES NOT LATER THAN SEPTEMBER __, 2005 [14 DAYS AFTER
DELIVERY TO
EMPLOYEE].
2. Upon execution by Employee and subject
to the terms and conditions of this
Agreement,
the Plan is hereby
terminated
with respect to
Employee. The
Companies
shall pay Employee all of Employee's vested and accrued but
unpaid benefits
under the Plan as soon as reasonably practicable following
the date of this
Agreement (and in any event not later than
45 days after
the date of this
Agreement).
3. Employee agrees that, for the period of
[eighteen months or as
determined
by formula] from
the date of this
Agreement (the
"Term"), Employee will
continue to
serve in Employee's current position as a full-time employee of
the Company by
whom Employee is currently employed ("Employer"); provided,
however,
that, Employee may, by written notice to Employer, terminate
Employee's
obligations
under this Section 3
for Good Reason. In addition,
an Employee who
is not an executive
officer may retire prior to the end of
the Term if
Employee has reached age 65, provided that this shall not
affect the
duration of the Employee's obligations under Section 4.
4. Employee agrees that, if prior to the end of the Term (i) Employee
terminates
his or her
employment
other than for Good Reason or (ii)
Employer terminates Employee's employment for Cause, Employee shall be
bound to the
following provisions for the remaining portion of the Term:
A. Employee covenants and agrees not to directly or indirectly (in
Employee's individual
capacity or on behalf of any third party)
compete with any Company by working in a position or performing
duties
that are the same or similar as that or those that Employee
currently
holds or performs for
Employer on behalf of a competing company that
is in the business of selling or manufacturing products in
competition
with any Company (other than as a passive investor owning less than a
5% equity interest),
including without limitation as a proprietor,
<PAGE>
partner,
investor,
shareholder,
d
