RELIEF FROM A COURT OF COMPETENT JURISDICTION IN
ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF (WITHOUT
POSTING A BOND OR OTHER SECURITY).
IN ADDITION, IN THE EVENT OF AN ALLEGED
BREACH OR VIOLATION BY EXECUTIVE OF THIS PARAGRAPH 4, THE NONCOMPETE PERIOD
SHALL BE TOLLED UNTIL SUCH BREACH OR VIOLATION HAS BEEN DULY CURED.
EXECUTIVE
ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN PARAGRAPH 4 ARE REASONABLE AND
THAT HE HAS REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH HIS LEGAL COUNSEL.
5.
RELEASE.
EXECUTIVE SHALL EXECUTE THE GENERAL RELEASE DATED AS OF
THE DATE HEREOF (THE "RELEASE") ATTACHED AS EXHIBIT A HERETO.
WITHOUT OTHERWISE
LIMITING THE COMPANY'S RIGHTS AND SUBJECT TO AND IN FURTHER CONSIDERATION OF
EXECUTIVE'S OBLIGATIONS UNDER THE TERMS OF THIS AGREEMENT, THE COMPANY AGREES
THAT IT WILL NOT, EXCEPT TO THE EXTENT REQUIRED BY LAW, REQUIRE EXECUTIVE TO
REPAY OR OTHERWISE SEEK RECOVERY FROM EXECUTIVE OF ANY SALARY OR BONUS AMOUNTS
PAID TO, OR VESTED RESTRICTED STOCK OR VESTED STOCK OPTIONS GRANTED TO,
EXECUTIVE BY THE COMPANY DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
5
6.
EXECUTIVE'S REPRESENTATIONS.
EXECUTIVE HEREBY REPRESENTS AND
WARRANTS TO THE COMPANY THAT (I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT BY EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR
CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR
DECREE TO WHICH EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND, (II) EXECUTIVE IS
NOT A PARTY TO OR BOUND BY ANY EMPLOYMENT AGREEMENT, NONCOMPETE AGREEMENT OR
CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON OR ENTITY AND (III) UPON THE
EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT SHALL BE
THE VALID AND BINDING OBLIGATION OF EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS.
EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT HE HAS CONSULTED
WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THAT HE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED
HEREIN.
7.
NOTICES.
ANY NOTICE PROVIDED FOR IN THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE EITHER PERSONALLY DELIVERED, SENT BY REPUTABLE OVERNIGHT
COURIER SERVICE OR MAILED BY FIRST CLASS MAIL, RETURN RECEIPT REQUESTED, TO THE
RECIPIENT AT THE ADDRESS BELOW INDICATED:
Notices to Executive:
James L. Schaeffer
2331 Mount Isle Harbor Drive
Charlotte, N.C.
28214
With a copy to:
William H. Sturges
Partner
Shumaker, Loop & Kendrick, LLP
128 South Tryon Street
Suite 1800
Charlotte, NC
28202
Notices to the Company:
Polymer Group, Inc.
9335 Harris Corners Parkway, Suite 300
Charlotte, NC
28269
Attn:
General Counsel
With a copy to:
H. Kurt von Moltke, P.C.
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, IL
60601
6
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.
8.
SEVERABILITY.
WHENEVER POSSIBLE, EACH PROVISION OF THIS
AGREEMENT SHALL BE INTERPRETED IN