Polymer Group, Inc.
4055 Faber Place Drive
North Charleston, S.C. 29405
Attn:
General Counsel
With a copy to:
H. Kurt von Moltke, P.C.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL
60601
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.
10.
SEVERABILITY. WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER
APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT 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 OF THIS AGREEMENT OR ANY ACTION IN ANY OTHER JURISDICTION,
BUT THIS AGREEMENT SHALL BE REFORMED, CONSTRUED AND ENFORCED IN SUCH
JURISDICTION AS IF SUCH INVALID, ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER
BEEN CONTAINED HEREIN.
11.
COMPLETE AGREEMENT. THIS AGREEMENT, THOSE DOCUMENTS EXPRESSLY
REFERRED TO HEREIN AND OTHER DOCUMENTS OF EVEN DATE HEREWITH, INCLUDING THE
CHANGE IN CONTROL SEVERANCE COMPENSATION AGREEMENT REFERRED TO IN SECTION 12,
EMBODY THE COMPLETE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AND SUPERSEDE
AND PREEMPT ANY PRIOR UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS BY OR AMONG
THE PARTIES, WRITTEN OR ORAL, WHICH MAY HAVE RELATED TO THE SUBJECT MATTER
HEREOF IN ANY WAY.
8
12.
CONSTRUCTION WITH CHANGE IN CONTROL SEVERANCE COMPENSATION
AGREEMENT. THE COMPANY AND EXECUTIVE ARE ENTERING INTO A CHANGE IN CONTROL
SEVERANCE COMPENSATION AGREEMENT DATED AS OF MARCH 24, 2006, CONCURRENTLY WITH
ENTERING INTO THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THE CHANGE IN CONTROL
SEVERANCE COMPENSATION AGREEMENT IS TO BE READ AS ADDITIVE TO THIS AGREEMENT
SOLELY IN THE CIRCUMSTANCES FOLLOWING A CHANGE IN CONTROL OF THE COMPANY, SO
THAT THE PROVISIONS OF SECTIONS 4 AND SECTION 6 OF THE CHANGE IN CONTROL
SEVERANCE COMPENSATION AGREEMENT ARE IN ADDITION TO THE PROVISIONS OF SECTIONS 4
AND 6 OF THIS AGREEMENT; PROVIDED, THAT EXECUTIVE SHALL ONLY BE ENTITLED TO
RECEIVE THE HIGHER OF THE AMOUNTS PAYABLE UNDER SECTION 4(A) OF THE CHANGE IN
CONTROL SEVERANCE AGREEMENT AND THE AMOUNTS PAYABLE TO EXECUTIVE UNDER
SECTION 4(B) OF THIS AGREEMENT RATHER THAN THE SUM OF THE TWO AMOUNTS.
13.
NO STRICT CONSTRUCTION. THE LANGUAGE USED IN THIS AGREEMENT SHALL
BE DEEMED TO BE THE LANGUAGE CHOSEN BY THE PARTIES HERETO TO EXPRESS THEIR
MUTUAL INTENT, AND NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST ANY
PARTY.
14.
COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN SEPARATE
COUNTERPARTS, EACH OF WHICH IS DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
15.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT IS INTENDED TO BIND AND
INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY EXECUTIVE, THE COMPANY AND THEIR
RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS, EXCEPT THAT EXECUTIVE MAY NOT ASSIGN
HIS