Exhibit 10.1
POLYMER GROUP, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into on March 24, 2006, between Polymer Group, Inc., a
Delaware corporation (the "Company"), and James L. Schaeffer ("Executive").
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT PERIOD. THE COMPANY SHALL EMPLOY EXECUTIVE, AND
EXECUTIVE HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT FOR THE PERIOD BEGINNING ON AND AS OF
APRIL 1, 2006 AND ENDING ON MARCH 31, 2009, UNLESS OTHERWISE TERMINATED EARLIER
AS PROVIDED IN PARAGRAPH 4 HEREOF (THE "EMPLOYMENT PERIOD").
2.
POSITION AND DUTIES.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SERVE AS THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY AND SHALL HAVE THE NORMAL DUTIES,
RESPONSIBILITIES, FUNCTIONS AND AUTHORITY OF THE CHIEF EXECUTIVE OFFICER,
SUBJECT TO THE POWER AND AUTHORITY OF THE BOARD TO EXPAND OR LIMIT SUCH DUTIES,
RESPONSIBILITIES, FUNCTIONS AND AUTHORITY WITHIN THE SCOPE OF DUTIES,
RESPONSIBILITIES, FUNCTIONS AND AUTHORITY ASSOCIATED WITH THE POSITION OF CHIEF
EXECUTIVE OFFICER AND TO OVERRULE ACTIONS OF OFFICERS OF THE COMPANY. DURING THE
EMPLOYMENT PERIOD, EXECUTIVE SHALL RENDER SUCH EXECUTIVE AND MANAGERIAL SERVICES
TO THE COMPANY AND ITS SUBSIDIARIES WHICH ARE CONSISTENT WITH EXECUTIVE'S
POSITION AND AS THE BOARD MAY FROM TIME TO TIME DIRECT.
(B)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL REPORT TO THE BOARD
AND SHALL DEVOTE HIS BEST EFFORTS AND HIS FULL BUSINESS TIME AND ATTENTION
(EXCEPT FOR PERMITTED VACATION PERIODS AND REASONABLE PERIODS OF ILLNESS OR
OTHER INCAPACITY) EXCLUSIVELY TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
SUBSIDIARIES. EXECUTIVE SHALL PERFORM HIS DUTIES, RESPONSIBILITIES AND FUNCTIONS
TO THE COMPANY AND ITS SUBSIDIARIES HEREUNDER TO THE BEST OF HIS ABILITIES IN A
DILIGENT, TRUSTWORTHY, PROFESSIONAL AND EFFICIENT MANNER AND SHALL COMPLY WITH
THE COMPANY'S AND ITS SUBSIDIARIES' POLICIES AND PROCEDURES IN ALL MATERIAL
RESPECTS. IN PERFORMING HIS DUTIES AND EXERCISING HIS AUTHORITY UNDER THE
AGREEMENT, EXECUTIVE SHALL SUPPORT AND IMPLEMENT THE BUSINESS AND STRATEGIC
PLANS APPROVED FROM TIME TO TIME BY THE BOARD AND SHALL SUPPORT AND COOPERATE
WITH THE COMPANY'S AND ITS SUBSIDIARIES' EFFORTS TO EXPAND THEIR BUSINESSES AND
OPERATE PROFITABLY AND IN CONFORMITY WITH THE BUSINESS AND STRATEGIC PLANS
APPROVED BY THE BOARD. SO LONG AS EXECUTIVE IS EMPLOYED BY THE COMPANY,
EXECUTIVE SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, ACCEPT
OTHER EMPLOYMENT OR PERFORM OTHER SERVICES FOR COMPENSATION. NOTWITHSTANDING THE
FOREGOING, IT SHALL NOT BE CONSIDERED A VIOLATION OF THIS AGREEMENT IF DURING
THE EMPLOYMENT PERIOD EXECUTIVE (I) AGREES TO SERVE ON THE BOARD OF DIRECTORS OF
ONE OTHER COMPANY WITH OPERATIONS RELATED TO THE NONWOVENS FIELD WHICH WOULD NOT
BE CONSIDERED TO BE A COMPETITOR OF THE COMPANY AND DEVOTES A REASONABLE AMOUNT
OF TIME TO PERFORMING HIS DUTIES AS AN OUTSIDE DIRECTOR OF SUCH COMPANY, OR
(II) SERVES ON CIVIC OR CHARITABLE
boards or committees consistent with his status as a