EX-10.1






Exhibit 10.1




UNIFI, INC. SUPPLEMENTAL KEY EMPLOYEE RETIREMENT PLAN




AMENDMENT 2008-1




     WHEREAS, Unifi, Inc. established the Unifi, Inc. Supplemental Key Employee Retirement Plan
(the “Plan”), an unfunded supplemental retirement plan for a select group of management employees
for the purpose of providing supplemental retirement benefits;



     WHEREAS, the Plan was effective as of July 26, 2006;



     WHEREAS, Unifi, Inc. has intended that the Plan comply, and has administered the Plan to
comply, with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, Unifi, Inc. now desires to amend the Plan to make a ministerial amendment so as to
continue the Plan’s compliance with section 409A of the Code.



     NOW, THEREFORE, Unifi, Inc. does hereby amend the Plan, effective as of January 1, 2009, as
follows:



     1. Article I is amended to include the following definition:




     “Separation from Service” means a Participant’s death, retirement, or other termination
of employment with the Participating Employers and all Subsidiaries, as determined in
accordance with the requirements of Section 1.409A-1(h) of the Treasury Regulations,
applying the default terms thereof.



     2. Sections 4.3, 4.4, and 4.5(a) are amended in their entirety to specify the dates on which
distributions will commence, as follows:




     Section 4.3 Benefits Upon Separation from Service. In the event a Participant
has a Separation from Service with the Participating Employers for any reason other than
death or Disability, such Participant shall be entitled to receive the Participant’s Account
in a single lump sum payable ten (10) days after the date that is six months after the
Participant’s Separation from Service. A Participant’s Account shall continue to be
adjusted as provided in Section 4.2(b) for the period from the Participant’s
termination date until the payment date, but no additional SERP Credits shall be made to a
Participant’s Account after the Participant’s termination from employment with the
Participating Employers.




     Section 4.4 Benefits Upon Disability. In the event a Participant has a
Separation from Service with the Participating Employers due to Disability, such Participant
shall be entitled to receive the Participant’s Account in a single lump sum payable ten (10)
days after the date that is six months after the Participant’s Separation from Service due
to Disability. A Participant’s Account shall continue to be adjusted as provided in
Section 4.2(b) for the period from the Participant’s termination date until the



 









 






payment date, but no additional SERP Credits shall be made to a Participant’s Account
after the Participant’s termination from employment with the Participating Employers.




     Section 4.5 Benefits Upon Death of Participant.




     (a) Death Benefit. In the event a Participant has a Separation from Service
due to death prior to receiving payment of the Participant’s Account, such Participant’s
Beneficiary shall be entitled to receive the Participant’s Account in a single lump sum
payable thirty (30) days after the Committee is notified of and verifies the Participant’s
death.



     IN WITNESS WHEREOF, the undersigned authorized officer of the Company has executed this
Amendment 2008-1 on behalf of the Participating Employers this 31st day of December,
2008.



	 	 	 	 	 
	 

	 	UNIFI, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ronald L. Smith
	 

	 	 	 	 
	 

	 	Name:
	 	RONALD L. SMITH
	 

	 	Title:
	 	CHIEF FINANCIAL OFFICER







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