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Exhibit 10.1
SEVERANCE AGREEMENT AND WAIVER OF CLAIMS
THIS AGREEMENT is made and entered into by and between Rodney A.
Smith
(hereinafter referred to as "Employee") and Culp, Inc., a North
Carolina
corporation (hereinafter referred to as the "Company").
THEREFORE, in consideration of the mutual agreements and
promises set forth
within this Agreement, the receipt and sufficiency of which are
hereby
acknowledged, Employee and the Company agree as follows:
1. Consideration. As valuable and sufficient consideration for
each and all
of the Employee's obligations and promises set forth below, the
Company will
provide the following:
a. The Company will continue Employee's current salary through
April 30,
2006. These payments will be made at the Company's regular
monthly
paydays, and are subject to withholding for standard
statutory
deductions and for any benefit plans in which Employee continues
to
participate during the severance period. Employee's auto
allowance
will end as of April 30, 2005.
b. In addition to the aforementioned severance pay, Employee
shall be
entitled to continue health care coverage under COBRA. Employee
may
continue to pay the regular employee rate for such coverage
until the
conclusion of the pay continuation covered in paragraph (a)
above.
Following such period, Employee shall be responsible for the
full
premium under the Company's COBRA plan.
c. Stock options will continue to vest and will be exercisable
until July
30, 2006, subject to the terms of each option and the Company's
policy
on stock trading and "blackout periods".
d. Under the Deferred Compensation Plan, your elective
contributions for
plan year 2005 are binding and will continue to be deducted from
your
pay. You would have no option to have elective contributions
deducted
for plan year 2006. You would be entitled to a distribution of
your
account balance after October 30, 2006.
d. Outplacement assistance for 12 months will be provided
through Right
Management Consultants in Greensboro, NC.
e. Employee's termination shall be treated as a resignation.
2. Prior Legal Obligations. The parties agree that the Company
has no prior
legal obligation to make the payments or provide the benefits
agreed to in
paragraph 1.
<PAGE>
3. Waiver of Claims. In exchange for the Company's agreement to
make the
payments and provide the benefits set forth in paragraph 1,
Employee agrees not
to make any claims or demands or to commence any type of legal
action (including
administrative charges or lawsuits) against the Company (as well
as its Board
members, officers, officials, employees and agents) or any
related companies,
subsidiaries, successors, or assigns on matters arising from
Employee's
employment with or termination from the Company. This includes,
but is not
limited to a release of any and all rights, claims, or causes of
action arising
under any state or federal constitution, statute, law, rule,
regulation, or
common-law principle of tort, contract, or equity. This waiver
of claims
specifically includes but is not limited to any action under the
Age
Discrimination in Employment Act of 1967, 29 U.S.C sec. 621, et
seq.; Title VII
of the Civil Rights Act of 1964, as amended, 42 U.S.C. sec.
2000e, et seq.; the
Americans with Disabilities Act of 1990, 42 U.S.C. sec. 12101,
et seq., the
Family and Medical Leave Act; the Equal Pay Act; the Fair Labor
Standards Act;
the Sarbanes-Oxley Act, all as amended, or any other federal,
state, county or
municipal statute or ordinance relating to any condition of
employment or
employment discrimination.
Employee also releases the Company and each "employee benefit
plan" (as
that term is defined in Section 3(3) of the Employee Retirement
Income Security
Act of 1974, as amended) sponsored, contributed to or maintained
by the Company,
and each insurer, administrator, trustee and fiduciary of any
such employee
benefit plan, from any and all claims, actions, demands and
suits, other than
claims for benefits in the ordinary course.
By entering into this Agreement, Employee does not waive any
rights or
claims that Employee might have which arise as a result of any
conduct that
occurs after the date this Agreement is signed by the
parties.
4. Full Cooperation. Employee agrees that no other person
(including but
not limited to Employee's attorney, heirs, executors,
administrators,
successors, and assigns) may assert any claim that Employee has
or might have
against the Company and further agrees that Employee will fully
cooperate with
the Company in seeking dismissal of any such claim that might be
raised on
Employee's behalf. Additionally, Employee acknowledges that
Employee may have
knowledge of facts relevant to a legal action or claim against
the Company, and
that it may be necessary to provide information as a witness
regarding that
action or claim. Emplo
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