Exhibit 10.70 

 

JPS Industries, Inc. 

555 North PleasantburgDrive, Suite 202 

Greenville, South Carolina 29607 

 

December 1, 2003 

 

Mr. Charles R. Tutterow 

 

Dear Mr. Tutterow: 

 

We arewriting with respect to your employment by JPS Industries, Inc. (the “Company”) as follows: 

 

1. Employment. The Company agrees to employ you, and you agree to be employed by the Company, commencing on January 1, 2004 (the “EffectiveDate”) and ending on December 31, 2006 (unless sooner terminated as hereinafter provided) (the “Employment Period”), on the terms and subject to the conditions set forth in this Agreement (the “Agreement”). 

 

2. Duties. (a) For the duration of the Employment Period, you shall beemployed as Executive Vice President and Chief Financial Officer of the Company. In such capacities, you shall serve as one of the senior executive officers of the Company and shall have the duties and responsibilities prescribed for your positionby the By-laws of the Company, and shall have such other duties and responsibilities as may from time to time be prescribed by the Chief Executive Officer and are customarily performed by someone in your position, including, without limitation,general management and supervision of your staff and general responsibility for the financial affairs of the Company. In the performance of your duties, you shall be subject to the supervision and direction of the Chief Executive Officer.

 

(b) Subject to the terms of your employmenthereunder, you shall devote your full business time to the performance of your duties and responsibilities as Executive Vice President and Chief Financial Officer of the Company (with reasonable allowance to be made for civic, charitable andindustry obligations and endeavors, including membership on no more than two (2) business corporation boards of directors; provided, however, that any such civic, charitable and industry obligations and endeavors shall not, individually or in theaggregate, interfere with the proper performance of your duties to the Company or otherwise violate the Agreement (including, without limitation, paragraph 9 hereof)). You hereby represent and warrant to the Company that you have no obligationsunder any existing employment or service agreement that conflicts with any of your obligations to the Company under this Agreement. 

 

3. Compensation. 

 

(a) (i) Base Salary. During the Employment Period, the Company shall pay you, and you shall accept from the Company for your services, asalary at an initial rate of 

 

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$200,000 per annum, subject to increase at the discretion of the Chief Executive Officer and the Compensation Committee (the “Base Salary”),payable in accordance with the Company’s policy with respect to the compensation of executives. Your Base Salary will not be decreased during the Employment Period. 

 

(ii) Bonus. In addition to your Base Salary, unless you voluntarily terminate your employment for other thanGood Reason (as hereinafter defined), or are terminated by the Company for Cause in accordance with the requirements of paragraph 7(c) hereof (as hereinafter defined), you will be eligible to participate in the Company’s 2004 ManagementIncentive Bonus Plan (the “2004 Bonus Plan”) and receive a bonus (the “Incentive Bonus”) based upon the attainment of the performance goals specified therein in an amount calculated by the Board (or its designee) which shall benot less than 50% of your Base Salary ($100,000) and shall not exceed 200% of your Base Salary ($400,000). Said performance goals and measures of their attainment shall be on the same basis as for the Chief Executive Officer of the Company. TheBoard shall establish a performance-based annual bonus program for senior executives of the Company including you for future fiscal years (a “Future Bonus Plan”) and award you an annual bonus opportunity thereunder which is not lessfavorable than the opportunity provided pursuant to the 2004 Bonus Plan (i.e., at least 50% of your Base Salary and not more than 200% of your Base Salary) without restricting the discretion of the Board to set reasonable targets and criteria forsuch incentive compensation. 

 

(iii) StockOptions and/or grants. The Compensation Committee of the Board will consider granting you stock options or restricted share grants under the Company’s 1997 Incentive and Capital Accumulation Plan, as amended (the “1997 IncentivePlan”) in accordance with the terms of such Options as set forth. 

 

(iv) Relocation Expenses. In addition to your Base Salary, the Company will consider reimbursing you for the normal expenses incurred by you in the sale and purchase of your homes, as well as the cost of packing andmoving your household goods and the additional income required to “gross up” those reimbursements for income tax purposes. 

 

(b) Reimbursement of Expenses. During the Employment Period, you will be entitled to receive prompt reimbursement for all reasonableexpenses incurred by you in performing your services hereunder in accordance with the policies and procedures of the Company as in effect from time to time for senior executives; provided, however that you properly account therefor in accordancewith Company policy. In addition, during the Employment Period, and, in the case of clause (i) below, until such time as you have permanently relocated your principal residence to a headquarters location, you will be entitled to receive promptreimbursement for (i) commutation expenses between your principle office in Cornelius, North Carolina and Greenville, South Carolina and lodging and meals in Greenville and (ii) air travel on behalf of the Company, which may be first class forflights with a scheduled duration of three (3) hours or longer. 

 

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4. Vacations. During your employment, you shall be entitled to reasonable vacations (of not less thanfour (4) weeks per year) from time to time, consistent with the needs of the Company’s business and in accordance with the regular procedures of the Company governing senior executives. You shall also be entitled to all paid holidays given bythe Company to its senior executives. 

 

5. Participation inHealth and Benefit Plans. You (and, with respect to the Company’s medical and dental plans, your spouse and dependents, if any, at a future date) shall be entitled to participate in and to receive benefits under all the Company’s medical,dental and other employee benefit plans and arrangements in effect on the date hereof, and you shall also be entitled to participate in or receive benefits under any pension or retirement plan, savings plan, or health-and-accident plan madeavailable by the Company in the future to its senior executives and other key management employees. Participation in all of said benefits is subject to and on a basis consistent with the terms, conditions and overall administration of such plans andarrangements and provided that you meet the eligibility requirements thereof. 

 

6. Other Offices. You hereby acknowledge and agree that a portion of your business time will be devoted to the affairs of the subsidiaries and affiliates of the Company and that, if requested by the Board, during theEmployment Period you will serve as an officer and/or a director of any such subsidiary or affiliate, all without additional compensation from the Company. 

 

7. Termination. 

 

(a) Death. Your employment hereunder shall terminate upon your death. 

 

(b) Disability. In the event of your permanent disability (as hereinafter defined) during the EmploymentPeriod, the Company shall have the right, upon written notice to you, to terminate your employment hereunder, effective upon the giving of such notice. For the purposes hereof, “permanent disability” shall be defined as any physical ormental disability or incapacity which renders you, even with reasonable accommodation, incapable of fully performing the services required of you in accordance with your obligations hereunder for a period of 150 consecutive days or for shorterperiods aggregating 150 days during any period of twelve (12) consecutive months. 

 

(c) Cause. The Company may terminate your employment hereunder for “Cause.” For purposes hereof, termination for“Cause” shall mean termination after one or more of the following occurrences (with the Chief Executive Officer to first make a determination as to whether any such matter has occurred): 

 

(i) your willful breach of any of the provisions ofparagraph 9 hereof; 

 

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(ii) your commission of an intentional act of fraud, embezzlement or theft or amaterial dishonest act against the Company or its affiliates; 

 

(iii) your conviction of (or pleading by you of nolo contendere to) any crime which constitutes a felony or misdemeanor involving moral turpitude or which might, in the reasonable opinion of the Company, causeembarrassment to the Company; or 

 

(iv) yourgross neglect of (or willful failure by you to perform) your duties and responsibilities in all material respects as set forth in paragraph 2 hereof, if such breach of duty is not cured within 30 days after written notice thereof to you by theBoard. 

 

For purposes of clause (iv), no act, or failure to act, on your partshall be deemed “willful” unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action, or failure to act, was in the best interest of the Company. 

 

(d) Termination by You. You may terminate your employmenthereunder for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (A) any material diminution of your duties or status from that provided for in, or any material limitation of your powers in any respect not contemplatedby, paragraph 2 hereof; provided, however that you first deliver written notice thereof to the Chief Executive Officer and the Company shall have failed to cure such diminution or limitation within thirty (30) days after receipt of such writtennotice; or (B) any material failure by the Company to comply with paragraphs 3 through 5 hereof; provided, however that you first deliver written notice thereof to the Chief Executive Officer and the Company shall have failed to cure such failurewithin ten (10) days after receipt of such written notice; or (C) your election to terminate your employment following a Change in Control (as hereinafter defined); provided, however that you first deliver written notice thereof to the ChiefExecutive Officer; or (D) reduction in your Base Salary or target bonus participation level (50%); or (E) you are required to perform your services hereunder on a regular basis at a location more than sixty (60) miles from the Greenville, SouthCarolina, headquarters of the Company or your principle office in Cornelius, North Carolina. 

 

For purposes of this Agreement, a “Change in Control” means the occurrence of any one of the following events following the Effective Date: (a) any person or other entity (other than any of theCompany’s wholly owned subsidiaries), including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becoming the beneficial owner, as defined in Rule 13d-3 of the ExchangeAct, directly or indirectly, of more than fifty percent (50%) of the total combined voting power of all classes of capital stock of the Company ordinarily entitled to vote for the election of directors of the Company, (b) the sale of all orsubstantially all of the property or assets of the Company (other than a sale to any one or more of the Company’s wholly owned subsidiaries), (c) the consolidation or merger of the Company with another corporation (other than with any of theCompany’s wholly owned 

 

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subsidiaries or in which the Company is the surviving corporation), the consummation of which would result in the shareholders of the Company immediatelybefore the occurrence of the consolidation or merger owning, in the aggregate, less than 50% of the voting stock of the surviving entity immediately following the occurrence of such consolidation or merger, or (d) a change in the Board occurringwith the result that the members of the Board on the Effective Date (the “Incumbent Directors”) no longer constitute a majority of such Board; provided, however that any person becoming a director whose election or nomination for electionwas supported by a majority of the Incumbent Directors (other than you if you are a Director) shall be considered an Incumbent Director for purposes hereof. 

 

(e) Notice. Any termination by the Company pursuant to paragraphs 7(b) or 7(c) above or by you pursuant to paragraph 7(d) above shall becommunicated by written Notice of Termination to the other party hereto. For the purposes hereof, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shallset forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated. 

 

(f) Date of Termination. “Date of Termination” shall mean (i) if your employment is terminated by your death, the date of yourdeath, and (ii) if your employment is terminated for any other reason, the date on which a Notice of Termination is given. 

 

8. Compensation Upon Termination of Employment or During Disability. Subject to paragraph 8(e) below: 

 

(a) Death. If your employment shall be terminated by reasonof your death, the Company shall pay, to such person as you shall designate in a notice filed with the Company, or, if no such person shall be designated, to your estate the sum of (i) an amount equal to any accrued but unpaid Base Salary at thetime of your death and (ii) an amount equal to any accrued but unpaid bonus under the 2004 Bonus Plan or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to any year prior to the year in which yourdeath occurs. In addition, provided that the performance goals established under the applicable program are met, the Company shall, at such time, pay to such payee a pro rata portion (based on the number of days worked) of the bonus payable underthe 2004 Bonus Plan or any Future Bonus Plan in effect for the year in which your death occurs. Furthermore, all stock options that are vested in accordance with the terms of the 1997 Incentive Plan and related grant letter(s) controlling such stockoptions (including, without limitation, the options described in paragraph 3(a)(iii) above), shall remain exercisable for one year from the date of your death and your beneficiaries shall receive such additional benefits as may be provided by thethen existing plans, programs and/or arrangements of the Company. This amount and these benefits shall be exclusive of and in addition to any payments your widow, beneficiaries or estate may be entitled to receive pursuant to any pension or employeebenefit plan maintained by the Company. Your designated beneficiary or the executor of your estate, as the case may be, shall accept the 

 

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payment provided for in this paragraph 8 in full discharge and release of the Company of and from any further obligations under this Agreement. 

 

(b) Disability. During any period that you fail toperform your duties hereunder as a result of incapacity due to physical or mental illness, you shall continue to receive your full Base Salary until your employment is terminated pursuant to paragraph 7(b) hereof. If your employment is terminated bythe Company pursuant to paragraph 7(b), the Company shall pay any accrued but unpaid bonus under the 2004 Bonus Plan or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to any year prior to theyear in which your disability occurs. In addition, provided that the performance goals established under the applicable program are met, the Company shall, at such time, pay to you a pro rata portion (based on the number of days worked) of the bonuspayable under the 2004 Bonus Plan or any Future Bonus Plan in effect for the year in which your disability occurs. Furthermore, you shall retain all stock options that are vested in accordance with the terms of the 1997 Incentive Plan and relatedgrant letter(s) controlling such stock options (including, without limitation, the options described in paragraph 3(a)(iii) above), with such options remaining exercisable for one year from the date of your disability and you shall receive suchadditional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. During any such period and thereafter you shall continue to be subject to the obligations provided for in paragraph 9 below in accordancewith the terms of such paragraph 9. 

 

(c) Causeor Other Than Good Reason. If your employment shall be terminated for Cause or you shall terminate your employment other than for Good Reason, the Company shall be discharged and released of and from any further obligations under this Agreementexcept for any accrued and unpaid Base Salary through the Date of Termination. Thereafter you shall continue to have the obligations provided for in paragraph 9 below. Nothing contained herein shall be deemed to be a waiver by the Company of anyrights that it may have against you in respect of your actions which gave rise to the termination of your employment for Cause or for any reason other than for Good Reason. 

 

(d) Other Than for Cause or For Good Reason. If the Company shall terminate your employment other thanpursuant to paragraphs 7(b) or 7(c) hereof or if you shall terminate your employment for Good Reason pursuant to paragraph 7(d) hereof, then: 

 

(i) The Company shall continue to pay you your Base Salary without interest for two years from the Date of Termination, inaccordance with normal payroll practices; provided, however, that in the event of your death prior to the expiration of payment hereunder, your estate or your beneficiary shall have the right to elect to receive the remaining amount hereunder in alump sum payment; and provided, further, that if you shall terminate your employment by reason of a Change in Control pursuant to clause (C) of paragraph 7(d) hereof or if you terminate your employment for Good Reason based on the Company’sbreach (and failure to cure such breach within the ten (10) day cure period) of paragraphs 3 through 5 hereof, you 

 

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shall have the option to require the Company to pay you the full amount required by this paragraph 8(d)(i) in one lump sum on the business day immediatelyfollowing the Date of Termination; 

 

(ii) TheCompany shall continue to pay you, at the same time payable to other participants in the 2004 Bonus Plan or any Future Bonus Plan, an amount equal to the sum of (A) any bonus earned as of the Date of Termination under the 2004 Bonus Plan or anyFuture Bonus Plan for a fiscal year ending prior to the Date of Termination but not paid as of such date, (B) a pro rata portion (based on the number of days worked) of the target bonus payable under the 2004 Bonus Plan (which target shall be 50% ofyour Base Salary ($100,000)) or any Future Bonus Plan in effect for the fiscal year in which your Date of Termination occurs (determined without regard to whether the performance goals established under the applicable program are met) and (C) anamount equal to your target bonus (which target shall be 50% of your Base Salary ($100,000)) under the 2004 Bonus Plan or any Future Bonus Plan in effect for the fiscal year in which your Date of Termination occurs (determined without regard towhether the performance goals established under the applicable program are met), multiplied by two; provided, however, that if you shall terminate your employment by reason of a Change in Control pursuant to clause (C) of paragraph 7(d)hereof or if you terminate your employment for Good Reason based on the Company’s breach (and failure to cure such breach within the ten (10) day cure period) of paragraphs 3 through 5 hereof, you shall have the option to require the Company topay you the full amount required by this paragraph 8(d)(ii) in one lump sum on the business day immediately following the Date of Termination; 

 

(iii) You shall immediately become fully vested in any stock options and/or restricted share grants previously granted to you hereunder orotherwise, with such options remaining exercisable for one year from the date of your termination of employment; and 

 

(iv) The Company shall maintain in full force and effect, for your continued benefit through the later of (A) December 31, 2006 or (B) oneyear from the Date of Termination, all employee benefit plans and programs providing medical, dental and/or life insurance benefits in which you (and, in the case of medical and dental insurance, your spouse and any future dependents) were entitledto participate immediately prior to the Date of Termination; provided, however that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan orprogram is barred, the Company shall provide you (and your spouse) with comparable benefits under a mirror benefit plan. Notwithstanding the above, if you are employed by a new employer and you (and your spouse) are eligible to and have elected toreceive comparable coverage from such employer (including the waiver of any pre-existing condition limitation) at a comparable cost to you, you shall no longer be eligible to receive coverage under this paragraph. 

 

(e) Pension Plan. The Company shall take such actionnecessary to vest any benefit earned to date under the Company’s defined benefit or defined contribution plans, 

 

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regardless of the actual vesting requirements as defined in the plan. Notwithstanding anything herein to the contrary, if such action violates any law orERISA requirement, then such benefit shall be paid in cash over the same term as determined in (d)(i) or (d)(ii) above. 

 

(f) Parachute Payment. Notwithstanding anything herein to the contrary, if any of the payments or benefits received or to be received byyou in connection with a Change in Control or your termination of employment (whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whoseactions result in a Change in Control or any person affiliated with the Company or such person) (such payments or benefits being hereinafter referred to as the “Total Payments”) would be subject to the excise tax (the “ExciseTax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments under this paragraph 8 hereof shall be reduced (by the minimal amount necessary) so that no portion of the TotalPayments is subject to the Excise Tax. 

 

For purposes of determining whether anyof the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinionof tax counsel (the “Tax Counsel”) selected by the Company and reasonably acceptable by you, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,(ii) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) representreasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise notsubject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. 

 

9. Restrictive Covenants and Confidentiality; Injunctive Relief. 

 

(a) You agree, as a condition to the performance by theCompany of its obligations hereunder, particularly its obligations under paragraphs 3 through 5 hereof, that from the Effective Date through December 31, 2006 and during the additional period, if any, extending until the due date of the finalpayment owed to you by the Company following any termination of your employment by the Company other than pursuant to paragraphs 7(b) or 7(c) hereof or by you for Good Reason pursuant to paragraph 7(d) hereof (but without regard to any election byyou to take any such payment in a lump sum), and, with respect to clauses (i) and (ii) below but not clause (iii) below, during the further period of six (6) months following December 31, 2004 or the end of any such additional period, you shall not,without the prior written approval of the Board, directly or indirectly through any other person, firm or corporation: 

 

(i) Solicit, raid, entice or induce any person, firm or corporation that presently is or at any time during the term of your employmenthereunder shall be a customer of the Company, or any wholly owned subsidiaries, to become a customer of any other person, firm or corporation, and you shall not approach any such person, firm or corporation for such purpose or authorize or knowinglyapprove the taking of such actions by any other person; 

 

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(ii) Solicit, raid, entice or induce any person that presently is or at any timeduring the term of your employment hereunder shall be an employee of the Company, or any wholly owned subsidiaries, to become employed by any person, firm or corporation, and you shall not approach any such employee for such purpose or authorize orknowingly approve the taking of such actions by any other person; or 

 

(iii) Engage, participate, make any financial investment in, or become employed by any person, firm, corporation or other business enterprise in the United States which is engaged, directly or indirectly, during theEmployment Period or at the time of the termination of your employment, as the case may be, which (x) engages in the sale of products substantially the same as the products of the Company and/or any of its subsidiary companies or (y) hassubstantially the same customer base for the same products as the Company and/or any of its subsidiary companies. The foregoing covenant shall not be construed to preclude you from making any investments in the securities of any company, whether ornot engaged in competition with the Company and/or any of its subsidiary companies, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreignsecurities exchange and, after giving effect to such investment, you do not beneficially own securities representing more than 5% of the combined voting power of the voting securities of such company; provided, however that nothing contained in thisclause (iii) shall preclude you from continuing to own any securities that you own as of the date hereof. 

 

(b) Recognizing that the knowledge, information and relationship with customers, suppliers, and agents, and the knowledge of theCompany’s and its subsidiary companies’ business methods, systems, plans and policies which you shall hereafter establish, receive or obtain as an employee of the Company or its subsidiary companies, are valuable and unique assets of therespective businesses of the Company and its subsidiary companies, you agree that, during and after the term of your employment hereunder, you shall not (otherwise than pursuant to your duties hereunder) disclose or use, without the prior writtenapproval of the Board, any such knowledge or information pertaining to the Company or any of its subsidiary companies, their business, personnel or policies, to any person, firm, corporation or other entity, for any reason or purpose whatsoever. Theprovisions of this paragraph 9 shall not apply to information which is or shall become generally known to the public or the trade (except by reason of your breach of your obligations hereunder), information which is or shall become available intrade or other publications, information known to you prior to entering the employ of the Company, and information which you are required to disclose by law or an order of a court of competent jurisdiction (provided that prior to your disclosure ofany such information you shall 

 

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provide the Company with reasonable notice and a reasonable opportunity to seek a protective order to prevent such disclosure). 

 

(c) The provisions of paragraphs 9(a) and 9(b) above shallsurvive the termination of your employment hereunder, to the extent provided therein. 

 

(d) You acknowledge that the services to be rendered by you are of a special, unique and extraordinary character and, in connection withsuch services, you will have access to confidential information vital to the Company’s and its subsidiary companies’ businesses. By reason of this, you consent and agree that if you violate any of the provisions of this Agreement withrespect to diversion of the Company’s or its subsidiary companies’ customers or employees, non-competition or confidentiality, the Company and its subsidiary companies would sustain irreparable harm and, therefore, in addition to any otherremedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction restraining you from committing or continuing any such violation of this Agreement. 

 

10. Deductions and Withholdings. The Company shall be entitled to withholdany amounts payable under this Agreement on account of payroll taxes and similar matters as are required by applicable law, rule or regulation of appropriate governmental authorities. 

 

11. Successors; Binding Agreement. 

 

(a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by agreement in form and substance reasonably satisfactory to you, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Companywould be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle you to compensation fromthe Company in the same amount and on the same terms as you would be entitled to hereunder if you terminated your employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomeseffective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall include any successor to the Company’s business and/or assets as aforesaid which executes and delivers the agreement provided for in thisparagraph 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. 

 

(b) This Agreement and all your rights hereunder shall inure to the benefit of and be enforceable by your personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If you should die while any amounts would still be payable to you hereunder if you had continued to live, all such amounts, unless otherwise providedherein, shall be paid in accordance with the terms of this Agreement to your devisee, 

 

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legatee, or other designee or, if there be no such designee, to your estate. Your obligations hereunder may not be delegated, and except as otherwiseprovided herein relating to the designation of a devisee, legatee or other designee, you may not assign, transfer, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any of your rights hereunder, and any such attempteddelegation or disposition shall be null and void and without effect. 

 

12. Notice. For purposes of this Agreement, notices and all other communications provided for shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, returnreceipt requested, postage prepaid, addressed as follows: 

 

If to you: 

 

Ifto the Company: 

 

JPS Industries, Inc. 

555 North Pleasantburg Drive, Suite 202 

Greenville, South Carolina 29607 

Attention: Board of Directors 

 

with a copy to: 

 

Jones, Day, Reavis & Pogue 

3500SunTrust Plaza 

303 Peachtree Street, N.E. 

Atlanta, Georgia 30308-3242 

ATTN: James H. Landon 

 

or to such other address as any party may have furnished to the other in writing inaccordance herewith, except that notices of change of address shall be effective only upon receipt. 

 

13. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to inwriting signed by you and by the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed awaiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement constitutes the complete understanding between the parties with respect to your employment and supersedes any 

 

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other prior oral or written agreements, arrangements or understandings between you and the Company. No agreements or representations, oral or otherwise,express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement may not be changed or terminated orally but only by an agreement in writing signed bythe parties hereto. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of South Carolina. 

 

14. Arbitration. All differences, claims or matters in dispute arising out of this Agreement, the breach hereof or otherwise arising between theCompany or any of its affiliates and you shall, at the election of either party, by notice to the other, be submitted to arbitration by the American Arbitration Association or its successor, in Greenville, South Carolina. Such arbitration shall begoverned by the then existing rules of the American Arbitration Association and the laws of the State of South Carolina as then in effect. The expenses, including your reasonable attorneys’ fees, in connection with such arbitration shall beborne by the Company. 

 

15. Validity; Effectiveness. Theinvalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

 

16. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 

 

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If the foregoing is satisfactory, please so indicate by signing and returning to the Company theenclosed copy of this letter whereupon this will constitute our agreement on the subject. 

 
JPS INDUSTRIES, INC.By: 
/s/ Michael L. Fulbright        
    
Michael L. Fulbright, President

 
ACCEPTED AND AGREED TO:
/s/ Charles R. Tutterow        

Charles R. Tutterow