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Exhibit 10.3
February 24, 2006
[Name and Address]
Re:
Change in Control Severance Compensation Agreement
Dear
________:
The board of directors (the "Board") of Polymer Group, Inc. (the "Company") has
determined that it is in the best interests of the Company and its shareholders
to assure the continued dedication to the Company of certain senior management
personnel, notwithstanding any possibility, threat or occurrence of a Change in
Control of the Company (as defined below). Accordingly, in order to encourage
your continued attention and dedication to your assigned duties regardless of
any such possibility, threat or occurrence, the Board has authorized the Company
to enter into this "Change in Control Severance Compensation Agreement" (the
"Agreement") in order to provide you with certain compensation and other
benefits in the event that your employment with the Company is terminated as a
result of a Change in Control of the Company.
The terms and conditions of this Agreement are as follows:
1.
TERM OF THE AGREEMENT. (A) THE TERM OF THIS AGREEMENT SHALL COMMENCE ON
THE DATE EXECUTED BY THE COMPANY BELOW AND SHALL END ON DECEMBER 31, 2007;
SUBJECT TO ANY EXTENSION UNDER PARAGRAPH 1(B) BELOW. IN ADDITION, THE TERM OF
THIS AGREEMENT SHALL AUTOMATICALLY END UPON THE OCCURRENCE OF ANY OF THE
FOLLOWING:
(I)
YOUR DEATH OR RECEIPT OF A NOTICE OF TERMINATION DUE TO
DISABILITY;
(II)
YOUR ATTAINMENT OF YOUR RETIREMENT DATE; OR
(III)
A DETERMINATION BY THE BOARD THAT YOU ARE NO LONGER ELIGIBLE TO
RECEIVE THE BENEFITS SET FORTH IN THIS AGREEMENT IN CONNECTION WITH YOUR
TERMINATION PRIOR TO A CHANGE IN CONTROL OF THE COMPANY DUE TO
PERFORMANCE-RELATED MATTERS AND YOUR RECEIPT OF NOTICE OF ANY SUCH
DETERMINATION; PROVIDED, THAT SUCH A DETERMINATION SHALL HAVE NO EFFECT IF MADE
IN ANTICIPATION OF A CHANGE IN CONTROL OF THE COMPANY AND FOR THE SOLE PURPOSE
OF AVOIDING APPLICATION OF THIS AGREEMENT TO YOUR TERMINATION, IN WHICH CASE
YOUR TERMINATION SHALL BE DEEMED TO HAVE BEEN A TERMINATION WITHOUT CAUSE
PURSUANT TO THIS AGREEMENT AND, IF THE CHANGE IN CONTROL OF THE COMPANY OCCURS
DURING THE TERM AND WITHIN TWELVE (12) MONTHS OF YOUR TERMINATION, YOU SHALL BE
ENTITLED TO THE BENEFITS PURSUANT TO PARAGRAPH 4 PAYABLE ON THE LATER OF (I) THE
FIRST BUSINESS DAY OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE
TERMINATION OCCURS AND (II) FIVE (5) DAYS FOLLOWING THE DATE OF THE CHANGE IN
CONTROL OF THE
Company, but in any event no later than the last day of the calendar year
following the calendar year in which the Termination occurs.
(B)
IN THE EVENT OF A CHANGE IN CONTROL OF THE COMPANY, SUBJECT TO
PARAGRAPH 1(A), THE TERM OF THIS AGREEMENT SHALL BE AUTOMATICALLY EXTENDED TO
THE EARLIER OF:
(I) THE DATE THAT IS ONE YEAR FROM THE DATE SUCH CHANGE IN
CONTROL OF THE COMPANY OCCURRED; OR (II) THE OCCURRENCE OF AN EVENT DESCRIBED IN
PARAGRAPH 1(A)(I) OR 1(A)(II) ABOVE.
2.
CHANGE IN CONTROL OF THE COMPANY. FOR PURPOSES