Alba Waldensian Inc – ‘10-Q’ for 10/3/99 – EX-10

On:  Wednesday, 11/17/99   ·   For:  10/3/99   ·   Accession #:  3292-99-15   ·   File #:  1-06150

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      14     79K 
 2: EX-3.(I)    Restated Certificate of Incorporation                  7±    33K 
 3: EX-3.(II)   By-Laws                                                6±    25K 
 4: EX-10       Material Contracts                                     2±     7K 
 5: EX-27       Financial Data Schedule                                1      6K 

EX-10   —   Material Contracts

                                                                    EXHIBIT 10

 MEMORANDUM OF UNDERSTANDING

TO       Clyde Engle                                          
Chairman of the Board of Directors          
Alba-Waldensian, Inc.                       

FROM     Lee Mortenson                                        

1 have agreed to resign as an Officer and Director of Alba-Waldensian Inc. as of
this date based on certain conditions agreed to by Alba-Waldensian,  Inc. by and
through  Clyde  Engle,  its  Chairman  of the Board of  Directors,  which are as
follows                                                                         

1. Alba agrees to continue  payment to  Mortenson of up to twelve (12) months of
his current base salary (until such time as other  employment is obtained from a
non-Telco party) in the amount of $230,000 per year (including  participation in
Alba's 401K Plan).                                                              

2. Alba agrees to provide  for up to twelve (12) months of all current  benefits
to  Mortenson.  Including,  but not limited to, his current  salary of $230,000,
Country Club monthly dues and use of Ford  Explorer  (includes all insurance and
auto expenses). Mortenson will have the option of purchasing the Explorer at the
end of twelve (12)  months (or  sooner) at the fair market  value at the time of
purchase for such a vehicle in good  condition as  determined  by its  so-called
"blue book" value                                                               

3 Continue the  bridge-loan  heretofore  made to Mortenson by Alba until its due
date in December, 1999 or until Mortenson's Hickory residence is sold (whichever
occurs  first) If this loan is riot paid in full by December 31,  1999,  ratable
deductions  may be made by Alba  from net  amounts  payable  under  paragraph  1
hereof.                                                                         

4 All  unvested  options  Mortenson  currently  holds in Alba stock shall become
immediately vested.                                                             

5 If  Mortenson  decides to relocate to the Chicago  area.  Alba will  reimburse
Mortenson for transporting those "furnishings"  previously moved from Chicago to
Hickory within the meaning of paragraph 5B of the June 19, 1997 Memorandum.     

6 Alba also agrees to pay all closing costs  (including Real Estate  Commission)
on the  sale  of the  Mortenson's  Chicago  condominium  when  the  sale of that
property finally closes, unless Mortenson relocates back to that condominium.   

7 Mortenson will be allowed to keep the 2-year old computer and laptop, which he
has been using in his "home office".                                            

Based upon Alba-Waldensian,  Inc agreeing to the foregoing conditions, Mortenson
hereby resigns as an Officer and Director of Alba-Waldensian, Inc. this 27th day
of July, 1999.                                                                  

THIS, the 27th day of July, 1999                                                

AGREED TO                                            AGREED TO                  

/s/ Lee Mortenson                                    /s/ Clyde Engle            
President and Chief Executive Officer         Chairman of the Board of Directors
Alba-Waldensian, Inc.                                Alba-Waldensian, Inc.      

Dates Referenced Herein

This ‘10-Q’ Filing		Date		Other Filings
		12/31/99		None on these Dates
Filed on:		11/17/99
For Period End:		10/3/99
		6/19/97
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