exv10w7








Exhibit 10.7



Execution Copy




EXECUTIVE EMPLOYMENT AGREEMENT




     This Executive Employment Agreement (the “Agreement”) is entered into between Scorpio
Acquisition Corporation, (“Parent”), a Delaware corporation, and Veronica M. Hagen
(“Executive”) effective as of October 4, 2010.



Recitals





	 	A.	 	Polymer Group, Inc., (“PGI”), a Delaware corporation, and Executive entered
into an executive employment agreement dated as of April 23, 2010 (the “Original
Employment Agreement”).






	 	B.	 	PGI, Parent, and Scorpio Merger Subsidiary Corporation (“MergerSub”), a
Delaware corporation, have entered into an Agreement and Plan of Merger dated as of October
4, 2010, as amended (such agreement the “Merger Agreement”), pursuant to which
Parent shall cause MergerSub to merge with and into PGI (the “Acquisition”).






	 	C.	 	It is the desire of Parent to assure the continued services of Executive to PGI
following the Effective Time (as defined in the Merger Agreement) by entering into this
Agreement, which shall, effective and contingent on the Effective Time, replace and
supersede the Original Employment Agreement.





Agreement




     NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and
agreements set forth below, Parent, and Executive agree as follows (it being understood that Parent
shall cause PGI to take the actions described herein that are ascribed to it; provided that Parent
may, after the Effective Time, assign all of its rights and obligations hereunder to PGI, in which
case PGI shall be solely responsible therefor):



Article I. Employment, Compensation And Benefits



     1.1 Term and Position.


          a. Parent agrees to cause PGI to continue to employ Executive and Executive agrees to continue
to be employed by PGI as Chief Executive Officer of PGI. As Chief Executive Officer, Executive
shall be a member of PGI’s Board of Directors (the “Board”). Executive shall have the
normal duties, responsibilities, functions and authority of the Chief Executive Officer and shall
devote full working time to the successful conduct of the business of PGI; however, Executive shall
be permitted to continue to serve on the boards of directors of Newmont Mining Corporation and
Southern Company, and may in the future serve on the boards of directors of up to a total of two
for-profit corporations (provided any such corporation is not in competition with PGI or any
affiliate of The Blackstone Group L.P. (“Blackstone”), provided further that Blackstone’s
consent to any such directorship shall not be unreasonably withheld) and one not-for-profit
corporation. Executive will report directly to the Board and Executive’s specific duties shall be
determined by the Board.


          b. The term of the Agreement (the “Term”) shall be for the period beginning on the
Effective Time and ending on the fifth anniversary of the Effective Time, unless earlier terminated
in accordance with the terms of Article II hereof. Should the Merger Agreement be terminated prior
to the



 









 








closing of the Acquisition, this Agreement shall not become effective and shall be null and
void and the Original Employment Agreement shall continue in full force and effect.




     1.2 Compensation.


          a. Base Compensation. For all services rendered by Executive during the Term,
Executive shall receive base compensation at a rate of $800,000 per annum (“Base
Compensation”), payable in accordance with PGI’s then existing payroll practices, less such
deductions as are authorized or required by law. Executive’s Base Compensation shall be subject to
review annually by the Board.


          b. Bonus. Executive shall be entitled to receive an annual bonus pursuant to a
short-term cash incentive bonus plan (a “Bonus Plan”) to the extent such a plan is
implemented for any given year during the Term, on terms no less favorable than the terms under
which other members of senior management participate (any such bonus, the “Annual Bonus”).
During each fiscal year, Executive’s target Annual Bonus under any such Bonus Plan will be, and
shall not exceed, 100% of Base Compensation, and the maximum Annual Bonus payable to Executive will
be 200% of Base Compensation. The amount of the Annual Bonus, if any, shall be based on annual
performance goals to be established by the Board in consultation with Executive. PGI is under no
obligation to establish a Bonus Plan for any given year, and no Annual Bonus shall be payable in
respect of any fiscal year in which Executive’s employment is terminated, except to the extent
expressly provided in Article II.



     c. Equity Compensation.


     (i) Co-investment, Equity Grants.




     (A) As soon as reasonably practicable following the Effective Time, Executive
shall make an investment in Parent or one of its affiliates (the “Investment
Entity”) of an amount equal to fifty percent (50%) of the after-tax proceeds
Executive receives in connection with the Acquisition in respect of Executive’s
equity and equity-based awards in PGI (each share subject to such an award, a
“PGI Share”), at the price per share paid by affiliates of The Blackstone
Group L.P. (“Blackstone”) for common stock of the Investment Entity (the
“Deal Price”).




     (B) On each Escrow Release Date (as such term is defined in the Merger
Agreement), Executive shall make an additional investment in the Investment Entity
of an amount equal to fifty percent (50%) of the after-tax proceeds Executive
receives on such Escrow Release Date in respect of each PGI Share, at a per share
price equal to “fair market value” of a share of common stock of the Investment
Entity on the applicable Escrow Release Date, as determined in accordance with the
management equity program described in Section 1.2(c)(i)(C) below.




     (C) The parties agree to work together in good faith to negotiate and agree
upon an acceptable management equity grant program pursuant to which Executive will
receive stock options in respect of the Investment Entity’s common stock, and the
parties further agree to review alternative structures for Executive’s investment
that would permit such investment to be made on a tax-deferred basis, provided,
however, that Parent shall not be required to offer any such structure.


     (ii) On April 23, 2013, provided Executive is an employee in good standing on such date, PGI
shall provide Executive with a one-time award of a number of Parent Shares of the common stock of
the Investment Entity determined by dividing $694,000 by the Deal Price (the “Equity
Award”).



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The Equity Award shall be payable in a single lump sum on such date, or such earlier date as
provided in Section 2.1(b). PGI shall utilize share withholding to satisfy any applicable
withholding taxes due with respect to the amount described in this Section 1.2(c)(iii), unless
share withholding is prohibited under Parent’s financing documents.



          d. Reimbursement of Expenses. During the Term, PGI shall reimburse Executive for all
reasonable business expenses incurred by her in the course of performing her duties and
responsibilities under this Agreement which are consistent with PGI’s policies in effect from time
to time with respect to travel, entertainment and other business expenses, subject to PGI’s
requirements with respect to reporting and documentation of such expenses. PGI shall pay
Executive’s reasonable professional fees in connection with the negotiation, documentation, and
implementation of this Agreement and any related agreements, up to an amount equal to $40,000.



     1.3 Paid Leave.


          a. Vacation. Executive shall be entitled to 4 weeks vacation per calendar year,
without carryover, which vacation shall accrue ratably during the year in accordance with PGI’s
policies.


          b. Sick Leave. Executive shall be entitled to sick leave in accordance with the
policies adopted from time to time by PGI for its employees.


          c. Holiday Leave. Executive shall be entitled to paid time off on such holidays for
which PGI is closed for business.



     1.4 Benefits. Executive shall be entitled to participate in the various employee
benefit programs (including health, life, retirement and disability) which PGI may establish and
modify from time to time for the benefit of all its employees, if and when Executive satisfies the
eligibility requirements for such employee benefit plans.



     PGI retains the right to amend, modify or terminate any employee benefits from time to time in
its discretion.



     1.5 Company Automobile. PGI shall provide Executive with the continued use of an
automobile during the Term. PGI shall maintain automobile insurance on the automobile, will cover
the cost of general maintenance on the automobile, and reimburse Executive for fuel. To the extent
Executive uses the automobile for personal purposes, the value of such personal use shall be
included in Executive’s income in accordance with applicable tax law. Executive shall be
responsible for any costs in excess of $17,242 per year that result from the provision of benefits
pursuant to this Section 1.5.



Article II. Termination Before The Term Expires And Effects Of Such Termination




     2.1 Termination By PGI. PGI may terminate Executive’s employment before the Term
expires for the following reasons:


          a. Cause. For “Cause” upon the determination by the Board that “cause” exists to
terminate Executive. “Cause” means (i) a material breach of this Agreement by Executive;
provided, that if such breach is capable of being cured, Executive shall be provided 15 days
written notice to cure such breach, (ii) a breach of Executive’s duty of loyalty to PGI or any of
its subsidiaries or any act of dishonesty or fraud with respect to PGI or any of its subsidiaries,
(iii) the commission by Executive of a felony, a crime involving moral turpitude or other act or
omission (excluding business acts or omissions in the ordinary course) causing material harm to the
standing and reputation of PGI and its subsidiaries,



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(iv) Executive reporting to work under the influence of alcohol or illegal drugs, the use of
illegal drugs (whether or not at the workplace) or other repeated conduct (excluding business
conduct in the ordinary course) causing PGI or any of its subsidiaries substantial public disgrace
or disrepute or economic harm, or (v) any willful act or omission by Executive aiding or abetting a
competitor, supplier or customer of PGI or any of its subsidiaries to the material disadvantage or
detriment of PGI and its subsidiaries. The burden for establishing the validity of any termination
for Cause shall rest upon PGI; provided that PGI shall furnish notice to Executive of such Cause
termination, which notice must specify in reasonable detail the particulars of Executive’s conduct
that constitute Cause. If PGI terminates Executive’s employment for Cause, Executive shall be
entitled only to the pro rata Base Compensation through the date of such termination, and all
future compensation and benefits shall cease (except for those benefits vested per plan terms).
Other than what is provided in this Section 2.1(a) Executive shall not be entitled to any other
salary, compensation or benefits as a result of a termination for Cause.



          b. Involuntary Termination. Involuntary termination at PGI’s option may occur for any
reason whatsoever, including termination without Cause, in the sole discretion of the Board
(“Involuntary Termination”). Upon an Involuntary Termination before the Term expires,
Executive shall be entitled to receive from PGI, in lieu of severance payments under any other plan
or program of PGI, (i) an amount equal to 1.5 times the sum of (A) Executive’s Base Compensation
and (B) target Annual Bonus, each as in effect immediately prior to the date of her termination
(the “Severance Amount”); (ii) the Annual Bonus for the fiscal year in which the
termination date occurred, determined by the Committee as though Executive had continued to be
employed through the end of the fiscal year in which the termination date occurred, multiplied by a
fraction equal to the number of days of employment completed by Executive during the fiscal year in
which the termination date occurred divided by 365 (the “Pro Rata Bonus”); (iii) any Annual
Bonus for a completed fiscal year of PGI that has been earned but not yet been paid to Executive
(the “Prior Year Earned Bonus”), in each case if and only if Executive has executed and
delivered to PGI the General Release substantially in form and substance as set forth in
Exhibit A attached hereto no later than the 45th day following the termination
date and only so long as Executive has not breached the provisions of Article 3 or Section 4.1
hereof and does not apply for unemployment compensation chargeable to PGI during the period from
the date of termination through the date that is 18 months after the date of termination (the
“Severance Period”). In addition, upon an involuntary termination prior to April 23, 2013,
Executive shall be entitled to the Equity Award. The Severance Amount payable pursuant to this
Section 2.1(b) and the Prior Year Earned Bonus shall be paid in twelve equal monthly installments
beginning on the 53rd day following the termination date, and the second installment on
the 60th day following the termination date, and each other installment payable each
month thereafter during the Severance Period. The Equity Award shall be paid in a single lump sum
on the earlier of the 53rd day following the termination date or April 23, 2013. The Pro
Rata Bonus shall be payable at such time any annual bonuses in respect of the fiscal year in which
the termination date occurs are paid to senior executives of PGI. The amounts payable pursuant to
this Section 2.1(b) shall not be reduced by the amount of any compensation Executive receives with
respect to any other employment during the Severance Period.



     Upon Involuntary Termination and continuing through the last day of the Severance Period, PGI
shall, at its expense, continue on behalf of the Executive and her dependants and beneficiaries,
the medical, dental and hospitalization benefits provided to the Executive immediately prior to the
date of termination. The coverage and benefits (including deductibles and costs) provided in this
Section 2.1(b) shall be no less favorable to the Executive and her dependants and beneficiaries,
than the coverage and benefits provided to other salaried employees under PGI’s benefit plans, as
such plans may be amended from time to time. PGI’s obligation hereunder with respect to the
foregoing benefits shall be limited to the extent that the Executive obtains any such benefits
pursuant to a subsequent employer’s benefit plans, in which case PGI may reduce the coverage of any
benefits it is required to provide the Executive hereunder so long as the aggregate coverage and
benefits of the combined benefit plans is no less favorable to the



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Executive than the coverages and benefits required to be provided hereunder. This Section
2.1(b) shall not be interpreted so as to limit any benefits to which the Executive, her dependants
or beneficiaries may otherwise be entitled under any of PGI’s employee benefit plans, programs or
practices following the termination of employment of the Executive, including without limitation,
any applicable retiree life insurance benefits. Except as otherwise expressly provided herein, all
of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which
would have accrued or become payable after the termination or expiration of the Term shall cease
upon such termination or expiration, other than those expressly required under applicable law (such
as COBRA); provided, that for purposes of determining Executive’s rights under COBRA, the
date of the later to occur of (x) the date of the termination or expiration of the Term or (y) the
date of the final payment of any severance payments made pursuant to Section 2.1(b) above, shall be
deemed to be the qualifying event for such purpose. PGI may offset any amounts Executive owes it or
its subsidiaries against any amounts it or its subsidiaries owes Executive hereunder.




     Other than what is provided in this Section 2.1(b) Executive shall not be entitled to any
other salary, compensation or benefits as a result of an Involuntary Termination.


          c. Death/Disability. Upon Executive’s (i) death, or (ii) becoming incapacitated or
disabled so as to entitle Executive to benefits under PGI’s long-term disability plan, or (iii)
becoming permanently and totally unable to perform Executive’s duties for PGI as a result of any
physical or mental impairment supported by a written opinion by a physician selected by PGI,
Executive or Executive’s heirs shall be entitled to Executive’s pro rata Base Compensation through
the date of such determination and the Prior Year Earned Bonus. Other than what is provided in this
Section 2.1(c) Executive shall not be entitled to any other salary, compensation or benefits as a
result of termination of employment due to death or disability.


          d. Board/Committee Resignation. Upon termination of Executive’s employment for any
reason, Executive agrees to resign, as of the date of such termination and to the extent
applicable, from the Board (and any committees thereof) and the Board of Directors (and any
committees thereof) of Parent and PGI’s respective affiliates and subsidiaries.



     2.2 Termination By Executive. Executive may terminate the employment relationship
before the Term expires for the following reasons:


          a. Good Reason. For “Good Reason.” A termination for “Good Reason” shall be
deemed to be an Involuntary Termination and shall mean a termination as a result of:


          (i) The failure of Parent or PGI to pay or cause to be paid Executive’s Base Compensation or
Annual Bonus when due hereunder; or


          (ii) The assignment to Executive, without her express written consent, of duties materially
inconsistent with Executive’s position, duties, responsibilities and status with PGI as of the
Effective Time, or a change in Executive’s titles or offices (if any) in effect on the Effective
Time, or any removal of Executive from, or any failure to reelect Executive to (or, in the case of
the Board, to nominate to), any of such positions, except in connection with Executive’s
termination for Cause, death, disability, or as a result of the expiration of this Agreement; or


          (iii) A reduction by PGI in Executive’s Base Compensation as in effect on the Effective Time,
or as the same may be increased from time to time thereafter; or


          (iv) Any purported termination for Cause or disability without grounds therefor; or



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          (v) A change in PGI’s headquarters location that is at least 50 miles from PGI’s headquarters
in effect on the Effective Time;



provided, however, that each of the events described in clauses (i) through (v)
shall constitute Good Reason only if PGI fails to cure such event within 30 days after receipt from
Executive of written notice of the event which constitutes Good Reason; provided,
further, that Good Reason shall cease to exist for an event on the 60th day
following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given
PGI written notice thereof prior to such date.



          b. Voluntary Termination. For any other reason whatsoever, in Executive’s sole
discretion. Upon a “Voluntary Termination” before the Term expires, all of Executive’s
future compensation and benefits shall cease as of the date of termination (except benefits vested
as of the termination per plan terms), and Executive shall be entitled only to pro rata Base
Compensation through the termination date. For the avoidance of doubt, upon a Voluntary Termination
prior to April 23, 2013, the Equity Award shall be forfeited as well.



     2.3 Certain Obligations Continue. Neither termination of employment nor expiration of
the Term terminates the continuing obligations of this Agreement, including obligations under
Articles 3 and 4.1.



     2.4 Employment Beyond Term. Unless the parties hereto mutually agree otherwise at a
later date, should Executive remain employed by PGI after the Term expires, such employment shall
convert to an employment-at-will relationship, terminable at any time by either PGI or Executive
for any reason whatsoever, with or without cause. During such continued employment, Articles 3 and
4.1 shall continue in full force and effect.



Article III. Confidential Information; Post-Employment Obligations




     3.1 This Agreement. The terms of this Agreement constitute confidential information,
which Executive shall not disclose to anyone other than Executive’s spouse, attorneys, tax
advisors, or as required by law. Parent and PGI may disclose the terms of this Agreement as
required by law.



     3.2 Parent and PGI Property. All written materials, records, data, and other documents
prepared or possessed by Executive during Executive’s employment by Parent and PGI are Parent’s and
PGI’s respective property. All memoranda, notes, records, files, correspondence, drawings, manuals,
models, specifications, computer programs, maps, and all other documents, data, or materials of any
type embodying such information, ideas, concepts, improvements, discoveries, and inventions are
Parent’s and PGI’s property.



     All information, ideas, concepts, improvements, discoveries, and inventions that are
conceived, made, developed, or acquired by Executive individually or in conjunction with others
during Executive’s employment (whether during business hours and whether on Parent’s or PGI’s
premises or otherwise) which relate to Parent’s or PGI’s business, products, or services are
Parent’s or PGI’s property. Executive agrees to make prompt and full disclosure to Parent and PGI
or their subsidiaries, as the case may be, of all ideas, discoveries, trade secrets, inventions,
innovations, improvements, developments, methods of doing business, processes, programs, designs,
analyses, drawings, reports, data, software, firmware, logos and all similar or related information
(whether or not patentable and whether or not reduced to practice) that relate to Parent’s, PGI’s,
or their subsidiaries’ actual or anticipated business, research and development, or existing or
future products or services and that are conceived, developed, acquired, contributed to, made, or
reduced to practice by Executive (either solely or jointly with others) while employed by Parent or
PGI or their subsidiaries and for a period of one (1) year thereafter (collectively,



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“Work Product”). Any copyrightable work falling within the definition of Work Product
shall be deemed a “work made for hire” under the copyright laws of the United States, and ownership
of all rights therein shall vest in Parent or PGI or one or more of their subsidiaries. To the
extent that any Work Product is not deemed to be a “work made for hire,” Executive hereby assigns
and agrees to assign to Parent, PGI or such subsidiary all right, title and interest, including
without limitation, the intellectual property rights that Executive may have in and to such Work
Product. Executive shall promptly perform all actions reasonably requested by the Board (whether
during or after the employment period) to establish and confirm Parent’s, PGI’s or such
subsidiary’s ownership (including, without limitation, providing testimony and executing
assignments, consents, powers of attorney, and other instruments).




     At the termination of Executive’s employment with Parent or PGI for any reason, Executive
shall return all of Parent’s or PGI’s property to Parent or PGI, as applicable.



     3.3 Confidential Information: Non-Disclosure. Executive acknowledges that the business
of Parent, PGI and their subsidiaries is highly competitive and that Parent and PGI have provided
and will provide Executive with access to Confidential Information relating to the business of
Parent, PGI and their subsidiaries. “Confidential Information” means and includes Parent’s
and PGI’s confidential and/or proprietary information and/or trade secrets that have been developed
or used and/or will be developed and that cannot be obtained readily by third parties from outside
sources. Confidential Information includes, by way of example and without limitation, the
following: information regarding customers, employees, contractors, and the industry not generally
known to the public; strategies, methods, books, records, and documents; technical information
concerning products, equipment, services, and processes; procurement procedures and pricing
techniques; the names of and other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for that customer, amount of services
used, credit and financial data, and/or other information relating to Parent’s or PGI’s
relationship with that customer); pricing strategies and price curves; plans and strategies for
expansion or acquisitions; budgets; customer lists; research; weather data; financial and sales
data; trading terms; evaluations, opinions, and interpretations of information and data; marketing
and merchandising techniques; prospective customers’ names and marks; grids and maps; electronic
databases; models; specifications; computer programs; internal business records; contracts
benefiting or obligating Parent or PGI; bids or proposals submitted to any third party;
technologies and methods; training methods and training processes; organizational structure;
salaries of personnel; payment amounts or rates paid to consultants or other service providers; and
other such confidential or proprietary information. Executive acknowledges that this Confidential
Information constitutes a valuable, special, and unique asset used by Parent, PGI or their
subsidiaries in their business to obtain a competitive advantage over their competitors. Executive
further acknowledges that protection of such Confidential Information against unauthorized
disclosure and use is of critical importance to Parent, PGI and their subsidiaries in maintaining
their competitive position.



     Executive also will have access to, or knowledge of, Confidential Information of third
parties, such as actual and potential customers, suppliers, partners, joint venturers, investors,
financing sources and the like, of Parent, PGI and their subsidiaries.



     Executive agrees that Executive will not, at any time during or after Executive’s employment
with Parent or PGI, make any unauthorized disclosure of any Confidential Information of Parent, PGI
or their subsidiaries, or make any use thereof, except in the carrying out of her employment
responsibilities hereunder. Executive also agrees to preserve and protect the confidentiality of
third party Confidential Information to the same extent, and on the same basis, as Parent’s and
PGI’s Confidential Information.



     3.4 Non-Competition Obligations. Executive acknowledges that Parent and PGI are
providing Executive with access to Confidential Information. Executive’s non-competition
obligations are



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ancillary to Parent’s agreements provided in Article 2 and agreement to disclose Confidential
Information to Executive. In order to protect the Confidential Information described above, and in
consideration for Executive’s receiving access to this Confidential Information, right to
compensation and benefits upon certain terminations as provided in Article 2, and receiving other
compensation provided in this Agreement, Parent and Executive agree to the following
non-competition provisions:




     During Executive’s employment and during the eighteen (18) month period following Executive’s
date of termination for any reason, Executive will not, in any geographic area where Parent, PGI or
their subsidiaries engage or plan to engage in business directly or indirectly, either on
Executive’s own behalf or on behalf of any other person, association or entity:


          a. engage in any business competing with any businesses in which Parent, PGI or their
subsidiaries currently engage in business, has plans to engage in business, or has engaged in
business in the 12-month period preceding the date of termination (a “Competing Business”);


          b. perform any job, task, function, skill, or responsibility for a Competing Business that
Executive has provided for Parent or PGI in the 12-month period preceding the date of termination;
or


          c. render advice or services to, or otherwise assist, any other person, association or entity
in the business of “a” or “b” above.



     Executive understands that the foregoing restrictions may limit her ability to engage in
certain businesses and during the period provided for above, but acknowledges that these
restrictions are necessary to protect the Confidential Information Parent or PGI has provided to
Executive.



     Executive agrees that this provision defining the scope of activities constituting competition
with Parent and PGI is narrow and reasonable for the following reasons: (i) Executive is free to
seek employment with other companies providing services that do not directly or indirectly compete
with any business of Parent, PGI, or their subsidiaries; (ii) Executive is free to seek employment
with other companies that do not directly or indirectly compete with any business of Parent, PGI,
or their subsidiaries; and (iii) there are many other companies that do not directly or indirectly
compete with any business of Parent, PGI, or their subsidiaries. Thus, this restriction on
Executive’s ability to compete does not prevent Executive from using and offering the skills that
Executive possessed prior to receiving Confidential Information, specialized training, and
knowledge from Parent and PGI.



     3.5 Non-Solicitation of Customers. During Executive’s employment and during the
eighteen (18) months following the termination of employment for any reason, Executive will not
call on, service, or solicit competing business from customers of Parent, PGI, or their
subsidiaries whom the Executive, within the twenty-four (24) months prior to termination of
employment, (i) had or made contact with, or (ii) had access to information and files about. These
restrictions are limited by geography to the specific places, addresses, or locations where a
customer is present and available for soliciting or servicing.



     3.6 Non-Solicitation of Employees. During Executive’s employment and during the
eighteen (18) months following the termination of employment for any reason, Executive will not,
either directly or indirectly, call on, solicit, or induce any other employee or officer of Parent,
PGI, or their affiliates whom Executive had contact with, knowledge of, or association with in the
course of employment with Parent or PGI to terminate his or her employment, and will not assist any
other person or entity in such a solicitation.



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     3.7 Arbitration. Except with respect to disputes or claims under Article 3 or Section
4.1 hereof (which may be pursued in any court of competent jurisdiction as specified herein and
with respect to which each party shall bear the cost of its own attorney’s fees and expenses except
as otherwise required by applicable law), each party hereto agrees that the arbitration procedure
set forth in Exhibit B hereto shall be the sole and exclusive method for resolving any claim or
dispute (“Claim”) arising out of or relating to the rights and obligations acknowledged and
agreed to in this Agreement and the employment of Executive by Parent, PGI and their subsidiaries
(including, without limitation, disputes and claims regarding employment discrimination, sexual
harassment, termination and discharge), whether such Claim arose or the facts on which such Claim
is based occurred prior to or after the execution and delivery of adoption of this Agreement. The
parties agree that the result of any arbitration hereunder shall be final, conclusive and binding
on all of the parties. Nothing in this paragraph shall prohibit a party hereto from instituting
litigation to enforce any Final Determination (as defined in Exhibit B hereto). Each party
hereto hereby irrevocably submits to the jurisdiction of any United States District Court or North
Carolina state court of competent jurisdiction sitting in Mecklenburg County, North Carolina, and
agrees that such court shall be the exclusive forum with respect to disputes and claims under this
Agreement and for the enforcement of any Final Determination, and irrevocably and unconditionally
waives (i) any objection to the laying of venue of any such action, suit or proceeding in such
court or (ii) any argument, claim, defense or allegation that any such action, suit or proceeding
brought in such court has been brought in an inconvenient forum. Each party hereto irrevocably
consents to service of process by registered mail or personal service and waives any objection on
the grounds of personal jurisdiction, venue or inconvenience of the forum.



     3.8 Warranty. Executive warrants that Executive is not a party to any other
restrictive agreement limiting Executive’s activities in her employment by Parent or PGI. Executive
further warrants that at the time of the signing of this Agreement, Executive knows of no written
or oral contract or of any other impediment that would inhibit or prohibit employment with Parent
or PGI and that Executive will not knowingly use any trade secret, confidential information, or
other intellectual property right of any other party in the performance of Executive’s duties
hereunder.



Article IV. Miscellaneous




     4.1 Mutual Non-Disparagement.


          a. Executive shall refrain, both during and after her employment, from making any oral or
written statements to third parties about Parent, PGI, Blackstone, any of their respective
subsidiaries or affiliates, or any of such entities’ officers, employees, agents, or
representatives that are slanderous, libelous, or defamatory; or that disclose private or
confidential information about their business affairs; or that constitute an intrusion into their
seclusion or private lives; or that give rise to unreasonable publicity about their private lives;
or that place them in a false light before the public; or that constitute a misappropriation of
their name or likeness; or that are intended to, or reasonably likely to, disparage them.


          b. PGI, Parent, and Blackstone shall refrain, both during and after Executive’s employment,
from making any oral or written statements to third parties about Executive that are slanderous,
libelous, or defamatory, or that disclose private or confidential information about her personal
business affairs; or that constitute an intrusion into her seclusion or private life; or that give
rise to unreasonable publicity about her private life; or that place her in a false light before
the public; or that are intended to, or reasonably likely to, disparage her, provided, that
any actions by an employee of PGI, Parent or Blackstone who is not an officer or director of either
PGI, Parent or Blackstone without the approval of the Board shall not constitute a violation of the
foregoing. PGI, Parent and Blackstone shall be entitled to make statements in the ordinary course
of their business or as is reasonably necessary to



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comply with applicable law (including applicable securities and disclosure requirements), and
including any statements determined by their corporate counsel to be reasonably necessary if
Executive is terminated for Cause.




     4.2 Notices. Any notice provided for in this Agreement shall be in writing and shall
be either personally delivered, sent by reputable overnight courier service or mailed by first
class mail, return receipt requested, to the recipient at the address below indicated:


          Notices to Executive:




Veronica M. Hagen

15503 Fisherman’s Rest Court

Cornelius, NC 29031


          Notices to Parent:




Scorpio Acquisition Corporation

c/o Polymer Group, Inc.

9335 Harris Corners Parkway

Suite 300

Charlotte, NC 28269

Attn: General Counsel


          With a copy to:




The Blackstone Group L.P.

345 Park Avenue

New York, NY 10154

Fax No.: (212) 583-5722

Attention: Chinh E. Chu




and:




Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Fax No.: (212) 455-4502

Attention: Gregory T. Grogan



or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Any notice under this Agreement shall be
deemed to have been given when so delivered, sent or mailed.




     4.3 No Waiver. No failure by either party at any time to give notice of any breach by
the other party of, or to require compliance with, any condition or provision of this Agreement
shall be deemed a waiver of any provisions or conditions of this Agreement.



     4.4 409A Compliance. This Agreement and any amendments thereto shall, to the extent
applicable, comply with and be interpreted in such a manner as to be consistent with the provisions
of Section 409A of the Code, and any Treasury regulations or other Internal Revenue Service
guidance promulgated thereunder. In addition, notwithstanding any provision herein to the contrary,
if Executive is



10









 





determined to be a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)
of the Code), any payment due and payable hereunder as a result of Employee’s separation from
service shall not be made before the date which is six (6) months after Executive’s date of
separation from service.




     4.5 Assignment. This Agreement shall be binding upon Parent and inure to the benefit
of Parent and PGI and any other person, association, or entity that may acquire or succeed to all
or substantially all of the business or assets of Parent and PGI. Executive’s rights and
obligations under this Agreement are personal, and they shall not be assigned or transferred
without Parent’s prior written consent.



     4.6 Excise Tax.


          a. If PGI and Parent are not entities whose stock is readily tradable on an established
securities market (or otherwise) at the time that a “change of control” under Regulation 1.280G
occurs following the Effective Time, Executive, PGI, and Parent shall use their respective best
efforts to avoid the imposition of the excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the “Code”) or a loss of deductibility under Section 280G of the
Code, including, to the extent Executive agrees to waive her entitlement to potential “parachute
payments” (as defined under Regulation 1.280G), the Company shall seek to obtain stockholder
approval thereof in accordance with the terms of Section 280G(b)(5) of the Code.


          b. If PGI or Parent is an entity whose stock is readily tradable on an established securities
market (or otherwise) at the time that a “change in control” under Regulation 1.280G occurs
following the Effective Time, then anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment, benefit or distribution to or for your benefit
or the acceleration thereof would be subject to the excise tax imposed by Section 4999 of the Code
or any interest or penalties with respect to such excise tax (collectively, such excise tax,
together with any such interest or penalties, the “Excise Tax”) (all such payments and
benefits, including any cash severance payments payable pursuant to any other plan, arrangement or
agreement, hereinafter referred to as the “Total Payments”), then, after taking into
account any reduction in the Total Payments provided by reason of Section 280G of the Code in such
other plan, arrangement or agreement, the cash severance payments shall first be reduced, and the
noncash severance payments shall thereafter be reduced, to the extent necessary so that no portion
of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total
Payments, as so reduced (and after subtracting the net amount of federal, state and local income
taxes on such reduced Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions attributable to such reduced Total Payments) is greater than or
equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting
the net amount of federal, state and local income taxes on such Total Payments and the amount of
Excise Tax to which you would be subject in respect of such unreduced Total Payments and after
taking into account the phase out of itemized deductions and personal exemptions attributable to
such unreduced Total Payments); provided, however, that you may elect to have the noncash severance
payments reduced (or eliminated) prior to any reduction of the cash severance payments. You shall
remain solely liable for all income taxes, Excise Tax, or other amounts assessed on any payments or
benefits and nothing in this Agreement shall be interpreted as obligating the Company, or any
successors thereto, to pay (or reimburse you for) any income taxes, Excise Tax, or other taxes or
amounts assessed against or incurred by you in connection with your receipt of any such payments or
benefits.



     4.7 Indemnification, Liability Insurance. Parent agrees to cause PGI to indemnify the
Executive and hold the Executive harmless to the fullest extent permitted by PGI’s certificate of
incorporation and under the bylaws of PGI against and in respect to any and all actions, suits,
proceedings, claims, demands, judgments, costs, expenses (including reasonable attorneys’ fees),
losses,



11









 





and damages resulting from the Executive’s good-faith performance of the Executive’s duties
and obligations to PGI. PGI shall cover the Executive under directors and officers liability
insurance both during and, while potential liability exists, after the Term of this Agreement in
the same amount and on the same terms as PGI covers its other active officers and directors, if
such coverage is obtainable, but in all events such coverage shall be at least in substantially the
same amount and on substantially the same terms as PGI covers its other active officers and
directors.




     4.8 Recovery of Awards. If, prior to or within two (2) years of the termination of
Executive’s employment with PGI, either (i) PGI is required to make a material restatement of
financial results for years during which Executive was an employee and due to actions or inactions
by her or that she had knowledge of, or (ii) Executive is found to have engaged in misconduct while
an employee, which, if discovered at the time would have justified a Cause termination, Executive
may be required by the Board to return any outstanding equity awards granted after January 1, 2010
and any value received from any cash-based or equity-based incentive awards (including, without
limitation, the Equity Award) granted after January 1, 2010 by PGI or any successor entity.



     4.9 Other Agreements; Inconsistency. This Agreement replaces and merges any other
previous agreements and discussions pertaining to the nature of, term, and termination of
Executive’s employment relationship with PGI, and this Agreement (and the documents referenced
herein) constitutes the entire agreement of the parties with respect to such subject matters. No
representation, inducement, promise, or agreement has been made by either party with respect to
such subject matters, and no agreement, statement, or promise relating to the employment of
Executive by PGI that is not contained in this Agreement shall be valid or binding. Any
modification of this Agreement will be effective only if it is in writing and signed by each party.
In the event of any inconsistency between this Agreement and any other agreement (including but not
limited to any profits interest, long-term incentive or other equity award agreement), plan,
program, policy or practice (collectively, “Other Provision”) of PGI, the terms of this
Agreement shall control over such Other Provision to the extent that the terms of this Agreement
are more beneficial to the Executive.



     4.10 Survival/Severability/Headings. It is the express intention and agreement of the
parties that the provisions of Article 3 and Sections 4.1 and 4.8 shall survive the termination of
employment of Executive. In addition, all obligations of PGI to make payments, and to provide for
equity vesting, under this Agreement shall survive any termination of this Agreement on the terms
and conditions set forth in this Agreement. The invalidity or unenforceability of any one or more
provisions of this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. Article and section
headings contained in this Agreement are provided for convenience and reference only, and do not
define or affect the meaning, construction, or scope of any of the provisions of this Agreement.



     4.11 Acknowledgement and Waiver. The parties expressly acknowledge and agree that
neither the occurrence of the Acquisition nor any changes to Executive’s title or duties in
connection with PGI ceasing to be a public company, shall constitute the basis for “Good Reason”
under Section 2.2(a) of this Agreement, the Original Employment Agreement, or any other agreement
or understanding between Executive, Parent, and PGI. Executive hereby irrevocably relinquishes and
waives any and all rights that the Executive would possess in respect of any benefit, payment, or
acceleration of benefit to which Executive would otherwise be entitled if the occurrence of the
Acquisition, or any change to Executive’s title or duties in connection with PGI ceasing to be a
public company, were deemed to constitute “Good Reason” under Section 2.2(a) of this Agreement or
any other agreement or understanding between Executive, Parent, and PGI.



12









 





     IN WITNESS WHEREOF, Parent and Executive have executed this Agreement in multiple originals to
be effective on the first date of the Term.



	 	 	 	 	 	 	 

	SCORPIO ACQUISITION CORPORATION	 	VERONICA M. HAGEN	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Chinh E. Chu
	 	/s/ Veronica M. Hagen	 	 
	 

	 	 
	 	 	 	 
	 

	 	Name: Chinh E. Chu	 	 	 	 
	 

	 	Title: Authorized Person	 	 	 	 
	 
	Dated this 4th day of October, 2010	 	Dated this 4th day of October, 2010	 	 







13











 





Exhibit A




GENERAL RELEASE



I, Veronica M. Hagen, in consideration of and subject to the performance by Polymer Group, Inc., a
Delaware corporation (together with its subsidiaries, the “Company”), of its obligations
under the Employment Agreement, entered into on October 4, 2010, (the “Agreement”), do
hereby release and forever discharge as of the date hereof the Company and its affiliates and all
present and former directors, officers, agents, representatives, employees, successors and assigns
of the Company and its affiliates and the Company’s direct or indirect owners (collectively, the
“Released Parties”) to the extent provided below.





	1.	 	I understand that any payments or benefits paid or granted to me under paragraph 2(b) of the
Agreement represent, in part, consideration for signing this General Release and are not
salary, wages or benefits to which I was already entitled. I understand and agree that I will
not receive the payments and benefits specified in paragraph 2(b) of the Agreement unless I
execute this General Release and do not revoke this General Release within the time period
permitted hereafter or breach this General Release. Such payments and benefits will not be
considered compensation for purposes of any employee benefit plan, program, policy or
arrangement maintained or hereafter established by the Company or its affiliates. I also
acknowledge and represent that I have received all payments and benefits that I am entitled to
receive (as of the date hereof) by virtue of any employment by the Company.
	 
	2.	 	Except as provided in paragraph 4 below and except for the provisions of my Employment
Agreement which expressly survive the termination of my employment with the Company, I
knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns)
release and forever discharge the Company and the other Released Parties from any and all
claims, suits, controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law
and in equity, existing or hereafter arising, based in whole or in part upon any act or
omission, transaction, agreement, event or other occurrence taking place from the beginning of
time through the date this General Release becomes effective and enforceable and whether known
or unknown, suspected, or claimed against the Company or any of the Released Parties which I,
my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out
of or are connected with my employment with, or my separation or termination from, the Company
(including, but not limited to, any allegation, claim or violation, arising under: Title VII
of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; 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 of
1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and
Notification Act; the Employee Retirement Income Security Act of 1974; any applicable
Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts;
the North Carolina Equal Employment Practice Act, N(c) Gen. Stat. § 143-422.1, et
seq.; the North Carolina Persons With Disabilities Protection Act, N(c) Gen. Stat. §
168A-1 et seq.; and the North Carolina Retaliatory Employment Discrimination
Act, N(c) Gen. Stat. § 95-240 et seq. or under any other federal, state or
local civil or human rights law, or under any other local, state, or federal law, regulation
or ordinance; or under any public policy, contract or tort, or under common law; or arising
under any policies, practices or procedures of the Company; or any claim for wrongful
discharge, breach of contract, infliction of emotional distress, defamation; or any claim for
costs, fees, or




 









 






	 	 	other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing
collectively referred to herein as the “Claims”).






	3.	 	I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.
	 
	4.	 	I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any
claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).
	 
	5.	 	In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the event
I should bring a Claim seeking damages against the Company, or in the event I should seek to
recover against the Company in any Claim brought by a governmental agency on my behalf, this
General Release shall serve as a complete defense to such Claims. I further agree that I am
not aware of any pending charge or complaint of the type described in paragraph 2 as of the
execution of this General Release.
	 
	6.	 	I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.
	 
	7.	 	I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I
challenge the validity of this General Release. I also agree that if I violate this General
Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable
attorneys’ fees, and return all payments received by me pursuant to the Agreement.
	 
	8.	 	I agree that this General Release is confidential and agree not to disclose any information
regarding the terms of this General Release, except to my immediate family and any tax, legal
or other counsel I have consulted regarding the meaning or effect hereof or as required by
law, and I will instruct each of the foregoing not to disclose the same to anyone.
	 
	9.	 	Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental
entity.
	 
	10.	 	I agree to reasonably cooperate with the Company in any internal investigation or
administrative, regulatory, or judicial proceeding. I understand and agree that my cooperation
may include, but not be limited to, making myself available to the Company upon reasonable
notice for interviews




2









 






	 	 	and factual investigations; appearing at the Company’s request to give testimony without
requiring service of a subpoena or other legal process; volunteering to the Company
pertinent information; and turning over to the Company all relevant documents which are or
may come into my possession all at times and on schedules that are reasonably consistent
with my other permitted activities and commitments. I understand that in the event the
Company asks for my cooperation in accordance with this provision, the Company will
reimburse me solely for reasonable travel expenses, including lodging and meals, upon my
submission of receipts.






	11.	 	I agree that as of the date hereof, I have returned to the Company any and all property,
tangible or intangible, relating to its business, which I possessed or had control over at any
time (including, but not limited to, company-provided credit cards, building or office access
cards, keys, computer equipment, manuals, files, documents, records, software, customer data
base and other data) and that I shall not retain any copies, compilations, extracts, excerpts,
summaries or other notes of any such manuals, files, documents, records, software, customer
data base or other data.
	 
	12.	 	Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any rights or claims arising out of any breach
by the Company or by any Released Party of the Agreement after the date hereof.
	 
	13.	 	Whenever possible, each provision of this General Release shall be interpreted in, such
manner as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.




BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:





	(a)	 	I HAVE READ IT CAREFULLY;
	 
	(b)	 	I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT
NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE
AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED;
	 
	(c)	 	I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
	 
	(d)	 	I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR,
AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
	 
	(e)	 	I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS
FINAL FORM ON      , TO CONSIDER IT AND THE CHANGES MADE SINCE THE [      ], VERSION OF
THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;
	 
	(f)	 	THE CHANGES TO THE AGREEMENT SINCE [      ], EITHER ARE NOT MATERIAL OR WERE MADE AT
MY REQUEST.




3









 












	(g)	 	I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT
THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED;
	 
	(h)	 	I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY
COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
	 
	(i)	 	I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR
MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMPANY AND BY ME.





	 	 	 	 	 

	DATE:
	 	 	 	 
	 

	 	 
	 	 





4









 






Exhibit B




ARBITRATION PROCEDURE




     1. Notice of Claim. A party asserting a Claim (the “Claimant”) shall deliver
written notice to each party against whom the Claim is asserted (collectively, the “Opposing
Party”), with a copy to the persons required to receive copies of notices under the Agreement
(the “Additional Notice Parties”), specifying the nature of the Claim and requesting a
meeting to resolve same. The Additional Notice Parties shall be given reasonable notice of and
invited and permitted to attend any such meeting. If no resolution is reached within 10 business
days after delivery of such notice, the Claimant or the Opposing Party may, within 45 days after
giving such notice, invoke the arbitration procedure provided herein by delivering to each Opposing
Party and the Additional Notice Parties a notice of arbitration which shall specify the Claim as to
which arbitration is sought, the nature of the Claim, the basis for the Claim and the nature and
amount of any damages or other compensation or relief sought (a “Notice of Arbitration”).
Each party agrees that no punitive damages may be sought or recovered in any arbitration, judicial
proceeding or otherwise. Failure to file a Notice of Arbitration within 45 days shall constitute a
waiver of any right to relief for the matters asserted in the notice of Claim. Any Claim shall be
forever barred, and no relief may be sought therefor, if written notice of such Claim is not made
as provided above within one year of the date such Claim accrues.



     2. Selection of Arbitrator. Within 20 business days after receipt of the Notice of
Arbitration, the Executive and a duly authorized representative of PGI shall confer, whether in
person, by telephone or in writing, and attempt to agree on an arbitrator to hear and decide the
Claim. If the Executive and the Board cannot agree on an arbitrator within ten business days, then
they shall request the American Arbitration Association (the “AAA”) in Charlotte, North
Carolina to appoint an arbitrator experienced in the area of dispute who does not have an ongoing
business relationship with any of the parties to the dispute. If the arbitrator selected informs
the parties he cannot hear and resolve the Claim within the time-frame specified below, the
Executive and the Board shall request the appointment of another arbitrator by the AAA subject to
the same requirements.



     3. Arbitration Procedure. The following procedures shall govern the conduct of any
arbitration under this section. All procedural matters relating to the conduct of the arbitration
other than those specified below shall be discussed among counsel for the parties and the
arbitrator. Subject to any agreement of the parties, the arbitrator shall determine all procedural
matters not specified herein.



     (a) Within 30 days after the delivery of a Notice of Arbitration, each party shall afford the
other, or its counsel, with reasonable access to documents relating directly to the issues raised
in the Notice of Arbitration. All documents produced and all copies thereof shall be maintained as
strictly confidential, shall be used for no purpose other than the arbitration hereunder, and shall
be returned to the producing party upon completion of the arbitration. There shall be no other
discovery except that, if a reasonable need is shown, limited depositions may be allowed in the
discretion of the arbitrator, it being the expressed intention and agreement of each party to have
the arbitration proceedings conducted and resolved as expeditiously, economically and fairly as
reasonably practicable, and with the maximum degree of confidentiality.



     (b) All written communications regarding the proceeding sent to the arbitrator shall be sent
simultaneously to each party or its counsel, with a copy to the Additional Notice Parties. Oral
communications between any of the parties or their counsel and the arbitrator shall be conducted
only when all parties or their counsel are present and participating in the conversation.



 









 





     (c) Within 20 days after selection of the arbitrator, the Claimant shall submit to the
arbitrator a copy of the Notice of Arbitration, along with a supporting memorandum and any exhibits
or other documents supporting the Claim.



     (d) Within 20 days after receipt of the Claimant’s submission, the Opposing Party shall submit
to the arbitrator a memorandum supporting its position and any exhibits or other supporting
documents. If the Opposing Party fails to respond to any of the issues raised by the Claimant
within 20 days of receipt of the Claimant’s submission, then the arbitrator may find for the
Claimant on any such issue and bar any subsequent consideration of the matter.



     (e) Within 20 days after receipt of the Opposing Party’s response, the Claimant may submit to
the arbitrator a reply to the Opposing Party’s response, or notification that no reply is
forthcoming.



     (f) Within 10 days after the last submission as provided above, the arbitrator shall confer
with the parties to select the date of the hearing on the issues raised by the Claim. Scheduling of
the hearing shall be within the sole discretion of the arbitrator, but in no event more than 30
days after the last submission by the parties, and shall take place within 50 miles of the
corporate headquarters of PGI at a place selected by the arbitrator or such other place as is
mutually agreed. Both parties shall be granted substantially equal time to present evidence at the
hearing. The hearing shall not exceed one business day, except for good cause shown.



     (g) Within 30 days after the conclusion of the hearing, the arbitrator shall issue a written
decision to be delivered to both parties and the Additional Notice Parties (the “Final
Determination”). The Final Determination shall address each issue disputed by the parties,
state the arbitrator’s findings and reasons therefor, and state the nature and amount of any
damages, compensation or other relief awarded.



     (h) The award rendered by the arbitrator shall be final and non-appealable, except as
otherwise provided under the Federal Arbitration Act, and judgment may be entered upon it in
accordance with applicable law in such court as has jurisdiction thereof.



     4. Costs of Arbitration. Each party shall bear its own costs of conducting the
arbitration, and administrative fees shall be shared equally among the parties.



     5. Satisfaction of Award. If any party fails to pay the amount of the award, if any,
assessed against it within 30 days after the delivery to such party of the Final Determination, the
unpaid amount shall bear interest from the date of such delivery at the lesser of (i) prime lending
rate announced by Citibank N(a) plus three hundred basis points and (ii) the maximum rate permitted
by applicable usury laws. In addition, such party shall promptly reimburse the other party for any
and all costs or expenses of any nature or kind whatsoever (including attorneys’ fees) reasonably
incurred in seeking to collect such award or to enforce any Final Determination.



     6. Confidentiality of Proceedings. The parties hereto agree that all of the
arbitration proceedings provided for herein, including any notice of claim, the Notice of
Arbitration, the submissions of the parties, and the Final Determination issued by the arbitrator,
shall be confidential and shall not be disclosed at any time to any person other than the parties,
their representatives, the arbitrator and the Additional Notice Parties; provided, however, that
this provision shall not prevent the party prevailing in the arbitration from submitting the Final
Determination to a court for the purpose of enforcing the award, subject to comparable
confidentiality protections if the court agrees; and further provided that the foregoing shall not
prohibit disclosure to the minimum extent reasonably necessary to comply with (i) applicable law
(or requirement having the force of law), court order, judgment or decree, including, without
limitation, disclosures which may be required pursuant to applicable securities laws, and (ii) the
terms of contractual arrangements (such as financing arrangements) to which PGI or any
Additional Notice Party may be subject so long as such contractual arrangements were not entered
into for the primary purpose of permitting disclosure which would otherwise be prohibited
hereunder.




2