(C)
THIRD PARTY INFORMATION. EXECUTIVE UNDERSTANDS THAT THE COMPANY
AND ITS SUBSIDIARIES HAVE RECEIVED FROM THIRD PARTIES CONFIDENTIAL OR
PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION") SUBJECT TO A DUTY ON THE
COMPANY'S AND ITS SUBSIDIARIES' PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
WITHOUT IN ANY WAY
LIMITING THE PROVISIONS OF SECTION 3(A) ABOVE, EXECUTIVE WILL HOLD THIRD PARTY
INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT DISCLOSE TO ANYONE (OTHER
THAN PERSONNEL OF THE COMPANY OR ITS SUBSIDIARIES WHO NEED TO KNOW SUCH
INFORMATION IN CONNECTION WITH THEIR WORK FOR THE COMPANY OR SUCH SUBSIDIARIES)
OR USE, SUCH THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY A MEMBER OF
THE BOARD IN WRITING.
4
4.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE COMPENSATION TO BE PAID TO
EXECUTIVE HEREUNDER, INCLUDING THE SEVERANCE PAYMENTS, EXECUTIVE ACKNOWLEDGES
THAT DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES
HE BECAME FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL
INFORMATION CONCERNING THE COMPANY AND ITS PREDECESSORS AND ITS SUBSIDIARIES AND
THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE
COMPANY AND ITS SUBSIDIARIES, AND THEREFORE, EXECUTIVE AGREES THAT, FROM THE
DATE OF THIS AGREEMENT UNTIL APRIL 22, 2010 (THE "NONCOMPETE PERIOD"), HE SHALL
NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN,
CONSULT WITH, RENDER SERVICES FOR, OR IN ANY MANNER ENGAGE IN ANY BUSINESS
COMPETING WITH THE BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES, AS SUCH
BUSINESSES EXIST OR WERE IN PROCESS DURING HIS EMPLOYMENT BY THE COMPANY AND ITS
SUBSIDIARIES, WITHIN ANY GEOGRAPHICAL AREA IN WHICH THE COMPANY OR ITS
SUBSIDIARIES ENGAGE OR PLAN TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL
PROHIBIT EXECUTIVE FROM (I) BEING A PASSIVE OWNER OF NOT MORE THAN 2% OF THE
OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION WHICH IS PUBLICLY TRADED, SO
LONG AS EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH
CORPORATION OR (II) FROM OWNING AN INTEREST IN, MANAGING, CONTROLLING,
PARTICIPATING IN, CONSULTING WITH, OR RENDERING SERVICES FOR A COMPANY IN THE
TEXTILE AND APPAREL INDUSTRY SO LONG AS THE COMPANY DOES NOT MANUFACTURE,
MARKET, OR SELL NONWOVEN PRODUCTS.
IN THE EVENT EXECUTIVE IS APPROACHED BY A
THIRD PARTY THAT IS NOT A COMPETITOR OF THE COMPANY AND ASKED TO ADVISE SUCH
THIRD PARTY WITH RESPECT TO A POTENTIAL ACQUISITION OF THE COMPANY, EXECUTIVE
MAY REQUEST THE CONSENT OF THE COMPANY TO ACT IN SUCH CAPACITY AND THE COMPANY
WILL CONSIDER SUCH REQUEST IN GOOD FAITH.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR
SUCH SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE
COMPANY OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS
AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY