UNIFI INC
EX-10
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<DESCRIPTION>EX-10
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<P align="right" style="font-size: 10pt">EXHIBIT (10)



<P align="center" style="font-size: 12pt"><B>CHANGE OF CONTROL AGREEMENT</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS CHANGE OF CONTROL AGREEMENT </B>(&#147;Agreement&#148;) between <B>UNIFI, INC.</B>, a New
York Corporation (the &#147;Company&#148;), and William M. Lowe (&#147;Executive&#148;) effective
the 6TH day of January, 2004 (the &#147;Effective Date&#148;).


<P align="center" style="font-size: 10pt"><B>WITNESSETH:</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>The Executive recently joined the Company as its Vice President
and C.F.O. and is considered as an integral part of the Company&#146;s management;
and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Company&#146;s Board of Directors (hereinafter sometimes referred
to as the &#147;Board&#148;) considers the establishment and maintenance of a sound and
vital management to be essential in protecting and enhancing the best interests
of the Company and its Shareholders, recognizes that the possibility of a
Change in Control exists and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the departure or
distraction of management personnel to the detriment of the Company and its
Shareholders; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Executive desires that in the event of any Change in Control
he will continue to have the responsibility and status he has earned; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS, </B>the Board has determined that it is appropriate to reinforce and
encourage the continued attention and dedication of the Executive, as a member
of the Company&#146;s management, to his assigned duties without distraction in
potentially disturbing circumstances arising from the possibility of a Change
in Control of the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE, </B>in order to induce the Executive to remain in the
employment of the Company and in consideration of the Executive agreeing to
remain in the employment of the Company, subject to the terms and conditions
set out below, the Company agrees it will pay such amount, as provided in
Section&nbsp;4 of this Agreement, to the Executive, if the Executive&#146;s employment
with the Company terminates under one of the circumstances described herein
following a Change in Control of the Company, as herein defined.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;1. Term:</B></U> This Agreement shall terminate, except to the extent
that any obligation of the Company hereunder remains unpaid as of such time,
upon the earliest of (i)&nbsp;November&nbsp;1, 2005 if a Change in Control of the Company
has not occurred within such period; (ii)&nbsp;the termination of the Executive&#146;s
employment with the Company based on Death, Disability (as defined in Section
3(b)), Retirement (as defined in Section&nbsp;3(c)), Cause (as defined in Section
3(d)) or by the Executive other than for Good Reason (as defined in Section
3(e)); and (iii)&nbsp;two years from the date of a Change in Control of the Company
if the Executive has not voluntarily terminated his employment for Good Reason
as of such time.


<P align="center" style="font-size: 10pt">1
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;2. Change in Control:</B></U> No compensation shall be payable under
this Agreement unless and until (a)&nbsp;there shall have been a Change in Control
of the Company, while the Executive is still an employee of the Company and (b)
the Executive&#146;s employment by the Company thereafter shall have been terminated
in accordance with Section&nbsp;3. For purposes of this Agreement, a Change in
Control of the Company shall be deemed to have occurred if:(i) there shall be
consummated (x)&nbsp;any consolidation or merger of the Company in which the Company
is not the continuing or surviving legal entity or pursuant to which shares of
the Company&#146;s Common Stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company&#146;s Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock of the surviving company immediately
after the merger, or (y)&nbsp;any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Company; or (ii)&nbsp;the shareholders of the Company approved
any plan or proposal for the liquidation or dissolution of the Company; or
(iii)&nbsp;any person (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;)), shall become
the beneficial owner (within the meaning of Rule&nbsp;13d-3 under the Exchange Act)
of twenty percent (20%) or more of the Company&#146;s outstanding Common Stock; or
(iv)&nbsp;during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire Board of Directors shall cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company&#146;s Shareholders, of each new Director was
approved by a vote of at least two-thirds of the Directors then still in office
who were Directors at the beginning of the period.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;3. Termination Following Change in Control:</B></U> (a)&nbsp;If a Change in
Control of the Company shall have occurred while the Executive is still an
employee of the Company, the Executive shall be entitled to the compensation
provided in Section&nbsp;4 upon the subsequent termination of the Executive&#146;s
employment with the Company by the Executive voluntarily for Good Reason or by
the Company unless such termination by the Company is as a result of (i)&nbsp;the
Executive&#146;s Death, (ii)&nbsp;the Executive&#146;s Disability (as defined in Section
(3)(b) below); (iii)&nbsp;the Executive&#146;s Retirement (as defined in Section 3(c)
below); (iv)&nbsp;the Executive&#146;s termination by the Company for Cause (as defined
in Section 3(d) below); or (v)&nbsp;the Executive&#146;s decision to terminate employment
other than for Good Reason (as defined in Section 3(e) below).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Disability:</U> If, as a result of the Executive&#146;s incapacity due to
physical or mental illness, the Executive shall have been absent from his
duties with the Company on a full-time basis for one hundred twenty (120)
consecutive days or a period of one hundred eighty (180)&nbsp;days within twelve
(12)&nbsp;consecutive months (including days before and after the change of control)
and within 30&nbsp;days after written notice of termination is thereafter given by
the Company the Executive shall not have returned to the full-time performance
of the Executive&#146;s duties, the Company may terminate this Agreement for
&#147;Disability.&#148;


<P align="center" style="font-size: 10pt">2
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<U>Retirement:</U> The term &#147;Retirement&#148; as used in this Agreement shall
mean termination in accordance with the Company&#146;s retirement policy or any
arrangement established with the consent of the Executive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<U>Cause:</U> The Company may terminate the Executive&#146;s employment for
Cause. For purposes of this Agreement only, the Company shall have &#147;Cause&#148; to
terminate the Executive&#146;s employment hereunder only on the basis of fraud,
misappropriation or embezzlement on the part of the Executive or malfeasance or
misfeasance by said Executive in performing the duties of his office, as
determined by the Board. Notwithstanding the foregoing, the Executive shall
not be deemed to have been terminated for Cause unless and until there shall
have been a meeting of the Board (after at least ten (10)&nbsp;days written notice
to the Executive and an opportunity for the Executive to be heard before the
Board), and the delivery to the Executive of a resolution duly adopted by the
affirmative vote of not less than three-quarters of the entire membership of
said Board of Directors stating that in the good faith opinion of the Board the
Executive was guilty of conduct set forth in the second sentence of this
Section 3(d) and specifying the particulars thereof in detail.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<U>Good Reason:</U> The Executive may terminate the Executive&#146;s employment
for Good Reason at any time during the term of this Agreement. For purposes of
this Agreement &#147;Good Reason&#148; shall mean any of the following (without the
Executive&#146;s express written consent):



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the assignment to the Executive by the Company of duties
inconsistent with the Executive&#146;s position, duties, responsibilities and
status with the Company immediately prior to a Change in Control of the
Company; or a change in the Executive&#146;s titles or offices as in effect
immediately prior to a Change in Control of the Company; or any removal of
the Executive from or any failure to reelect the Executive to any of the
positions held prior to the Change of Control, except in connection with
the termination of his employment for Disability, Retirement, or Cause, or
as a result of the Executive&#146;s Death; or by the Executive other than for
Good Reason;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) a reduction by the Company in the Executive&#146;s base salary as in
effect on the date hereof or as the same may be increased from time to
time during the term of this Agreement or the Company&#146;s failure to
increase (within 12&nbsp;months of the Executive&#146;s last increase in base
salary) the Executive&#146;s base salary after a Change in Control of the
Company in an amount which at least equals, on a percentage basis, the
average percentage increase in base salary for all executive officers of
the Company effected in the preceding 12&nbsp;months;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) any failure by the Company to continue in effect any benefit
plan or arrangement (including, without limitation, the Company&#146;s 401(k)
Plan, group life insurance plan and medical, dental, accident and
disability plans) in which the Executive is participating at the time of a
Change in Control of the Company (or any other plans providing the
Executive with substantially similar benefits) (hereinafter referred to as
&#147;Benefit Plans&#148;), or the taking of any action by the Company which would
adversely affect the Executive&#146;s participation in or materially reduce the
Executive&#146;s benefits under any such Benefit Plan or deprive the
Executive of any material fringe benefit enjoyed by the Executive at the
time of a Change in Control of the Company;


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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) any failure by the Company to continue in effect any plan or
arrangement to receive securities of the Company (including, without
limitation, Stock Option Plans or any other plan or arrangement to receive
and exercise stock options, restricted stock or grants thereof) in which
the Executive is participating at the time of a Change in Control of the
Company (or plans or arrangements providing him with substantially similar
benefits) (hereinafter referred to as &#147;Securities Plans&#148;) and the taking of
any action by the Company which would adversely affect the Executive&#146;s
participation in or materially reduce the Executive&#146;s benefits under any
such Securities Plan;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) any failure by the Company to continue in effect any bonus plan,
automobile allowance plan, or other incentive payment plan in which the
Executive is participating at the time of a Change in Control of the
Company, or said Executive had participated in during the previous calendar
year;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) a relocation of the Company&#146;s principal executive offices to a
location outside of North Carolina, or the Executive&#146;s relocation to any
place other than the location at which the Executive performed the
Executive&#146;s duties prior to a Change in Control of the Company, except for
required travel by the Executive on the Company&#146;s business to an extent
substantially consistent with the Executive&#146;s business travel obligations
at the time of a Change in Control of the Company;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) any failure by the Company to provide the Executive with the
number of paid vacation days to which the Executive is entitled at the time
of a Change in Control of the Company;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(viii) any breach by the Company of any provision of this Agreement;



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ix) any failure by the Company to obtain the assumption of this
Agreement by any successor or assign of the Company; or



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) any purported termination of the Executive&#146;s employment which is
not made pursuant to a Notice of Termination satisfying the requirements of
Section&nbsp;3(f).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Notice of Termination:</U> Any termination by the Company pursuant to
Section&nbsp;3(b), 3(c) or 3(d) shall be communicated by a Notice of Termination.
For purposes of this Agreement, a &#147;Notice of Termination&#148; shall mean a written
notice which shall indicate those specific termination provisions in this
Agreement relied upon and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive&#146;s
employment under the provision so indicated. For purposes of this Agreement,
no such purported termination by the Company shall be effective without such
Notice of Termination.


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<U>Date of Termination:</U> &#147;Date of Termination&#148; shall mean (a)&nbsp;if
Executive&#146;s employment is terminated by the Company for Disability, 30&nbsp;days
after Notice of Termination is given to the Executive (provided that the
Executive shall not have returned to the performance of the Executive&#146;s duties
on a full-time basis during such 30&nbsp;day period) or (b)&nbsp;if the Executive&#146;s
employment is terminated by the Company for any other reason, the date on which
a Notice of Termination is given; provided that if within 30&nbsp;days after any
Notice of Termination is given to the Executive by the Company the Executive
notifies the Company that a dispute exists concerning the termination, the Date
of Termination shall be the date the dispute is finally determined, whether by
mutual agreement by the parties or otherwise or (c)&nbsp;the date the Executive
notifies the Company in writing that he is terminating his employment and
setting forth the Good Reason (as defined in Section&nbsp;3(e)).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;4. Severance Compensation upon Termination of Employment.</B></U> If the
Company shall terminate the Executive&#146;s employment other than pursuant to
Section&nbsp;3(b), 3(c) or 3(d) or if the Executive shall voluntarily terminate his
employment for Good Reason, then the Company shall pay to the Executive as
severance pay an amount equal to 2.99 times the annualized aggregate annual
compensation (or base salary if Executive&#146;s period of employment with the
Company is less than one year) paid to the Executive by the Company or any of
its subsidiaries during the five (5)&nbsp;calendar years (or the period of the
Executive&#146;s employment with the Company if the Executive has been employed with
the Company for less than five calendar years) preceding the Change in Control
of the Company in twenty-four equal monthly installments beginning on the
regular payroll date for salaried employees of the Company in the month of the
Executive&#146;s Date of Termination; provided, however, that if the severance
payment under this Section&nbsp;4, either alone or together with other payments
which the Executive has the right to receive from the Company, would constitute
a &#147;parachute payment&#148; (as defined in Section&nbsp;280G of the Internal Revenue Code
of 1986, as amended (the &#147;Code&#148;)), such severance payment shall be reduced to
the largest amount as will result in no portion of the severance payment under
this Section&nbsp;4 being subject to the excise tax imposed by Section&nbsp;4999 of the
Code. The determination of any reduction in the lump sum severance payment
under this Section&nbsp;4 pursuant to the foregoing proviso shall be made by the
Company&#146;s Independent Certified Public Accountants, and their decision shall be
conclusive and binding on the Company and the Executive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;5. No Obligation to Mitigate Damages; No Effect on Other
Contractual Rights:</B></U> (a)&nbsp;The Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by the
Executive as the result of employment by another employer after the Date of
Termination, or otherwise.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The provisions of this Agreement, and any payment provided for
hereunder, shall
not reduce any amounts otherwise payable, or in any way diminish the
Executive&#146;s rights under any employment agreement or other contract, plan or
employment arrangement with the Company.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Company shall, upon the termination of the Executive&#146;s employment
other than by Death, Disability (as defined in Section&nbsp;3(b)), Retirement (as
defined in Section&nbsp;3(c)) or Cause (as defined in Section&nbsp;3(d)), or the
termination of the Executive&#146;s employment by the Executive without Good Reason,
maintain in full force and effect, for the Executive&#146;s continued benefit until
the earlier of (a)&nbsp;two years after the Date of Termination or (b)&nbsp;Executive&#146;s
commencement of full time employment with a new employer, all life insurance,
medical, health and accident, and disability plans, programs or arrangements in
which he was entitled to participate immediately prior to the Date of
Termination, provided that his continued participation is possible under the
general terms and provisions of such plans and programs. In the event the
Executive is ineligible under the terms of such plans or programs to continue
to be so covered, the Company shall provide substantially equivalent coverage
through other sources.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;The Executive&#146;s account and rights in and under any retirement
benefit or incentive plans, shall remain subject to the terms and conditions of
the respective plans as they existed at the time of the termination of the
Executive&#146;s employment.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;6. Successor to the Company:</B></U> (a)&nbsp;The Company will require any
successor or assign (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement expressly, absolutely and unconditionally
to assume and agree to perform this Agreement in the same manner and to the
same extent that the Company would be required to perform it if no such
succession or assignment had taken place. Any failure of the Company to obtain
such agreement prior to the effectiveness of any such succession or assignment
shall be a material breach of this Agreement and shall entitle the Executive to
terminate the Executive&#146;s employment for Good Reason. As used in this
Agreement, &#147;Company&#148; shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section&nbsp;6 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law. If at any time during the term of this Agreement the Executive is
employed by any corporation a majority of the voting securities of which is
then owned by the Company, &#147;Company&#148; as used in Sections&nbsp;3, 4 and 10 hereof
shall in addition include such employer. In such event, the Company agrees
that it shall pay or shall cause such employer to pay any amounts owed to the
Executive pursuant to Section&nbsp;4 hereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;If the Executive should die while any amounts are still payable to
him hereunder, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the Executive&#146;s legatee,
or other designee or, if there be no such designee, to the Executive&#146;s estate.
This Agreement shall inure to the benefit of and be enforceable by the
Executive&#146;s legal representatives or attorney-in-fact, executors or
administrators, heirs, distributees and legatees.


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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;7. Notice:</B></U> For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, as follows:


<P align="left" style="font-size: 10pt; margin-left: 20%">If to the Company:<BR>
Unifi, Inc.<BR>
P. O. Box 19109<BR>
Greensboro, NC 27419-9109<BR>
ATTENTION: General Counsel
<DIV align="left" style="font-size: 10pt; margin-left: 33%">(currently Charles F. McCoy)</DIV>


<P align="left" style="font-size: 10pt; margin-left: 20%">If to the Executive:<BR>
Mr.&nbsp;William M. Lowe<BR>
________________________________<BR>
&nbsp;<BR>
________________________________


<P align="left" style="font-size: 10pt">or such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;8. Miscellaneous:</B></U> (a)&nbsp;The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of
this Agreement, which shall remain in full force and effect.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Any payment or delivery required under this Agreement
shall be subject to all requirements of the law with regard to withholding
(including FICA tax), filing, making of reports and the like, and Company shall
use its best efforts to satisfy promptly all such requirements.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Prior to the Change in Control of the Company, as herein defined,
this Agreement shall terminate if Executive shall resign, retire, become
permanently and totally disabled, or die. This Agreement shall also terminate
if Executive&#146;s employment as an executive officer of the Company shall have
been terminated for any reason by the Board as constituted more than three (3)
months prior to any Change in Control of the Company, as defined in Section&nbsp;2
of this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;9. Legal Fees and Expenses:</B></U> The Company shall pay all legal fees
and expenses which the Executive may incur as a result of the Company&#146;s
contesting the validity, enforceability or the executive&#146;s interpretation of,
or determinations under, this Agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;10. Disclosure of Confidential Information</B>.</U> Executive agrees
that:


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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>During the term of this Agreement and for a period of five
(5)&nbsp;years after his Date of Termination, he will not disclose or
make available to any person or other entity any trade secrets,
Confidential Information, or &#147;know-how&#148; relating to the Company&#146;s,
its affiliates&#146; and subsidiaries&#146;, businesses without written
authority from the Board, unless he is compelled to disclose it by
judicial process.</TD>
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</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B><I>&nbsp;</I></B></TD>
    <TD width="1%"><B><I>&nbsp;</I></B></TD>
    <TD><B><I>Confidential Information </I></B>- shall mean all information about the
Company, its affiliates or subsidiaries, or relating to any of
their products, services or any phase of their operations, not
generally known to their Competitors or which is not public
information, which Executive knows or acquired knowledge of during
the term of his employment with the Company.</TD>
</TR>

</TABLE>


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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B>(B)</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><B><I>Documents &#151; </I></B>under no circumstances shall Executive remove
from the Company&#146; offices any of the Company&#146;s books, records,
documents, files, computer discs or information, reports,
presentations, customer lists, or any copies of such documents for
use outside of his employment with the Company, except as
specifically authorized in writing by the Board.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;11. Non-Compete</B>.</U> Executive agrees that during the period of
employment and for a period of two (2)&nbsp;years after his Date of
Termination he will not, directly or indirectly:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(A)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Seek employment or consulting arrangements with or offer
advice, suggestions, or input to any Competitor of the Company; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(B)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Own any interest in, other than ownership of less than two
percent (2%) of any class of stock of a publicly held corporation,
manage, operate, control, be employed by, render advisory services
to, act as a consultant to, participate in, assess or be connected
with any Competitor of the Company, unless approved by the Board; or</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(C)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Solicit, induce, or attempt to induce any past or current
customer of the Company (a)&nbsp;to cease doing business in whole or in
part with or through the Company; or (b)&nbsp;to do business with any
other person, firm, partnership, corporation, or other entity which
sales products or performs services materially similar to or
competitive with those provided by the Company; or</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(D)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Initiate, encourage or solicit for employment any person who
is now employed or during the term of this Agreement becomes
employed by the Company (or whose activities or services are
dedicated to the Company).
</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt">8
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right"><B><I>&nbsp;</I></B></TD>
    <TD width="1%"><B><I>&nbsp;</I></B></TD>
    <TD><B><I>Competitor </I></B>- shall mean any individual, partnership, joint venture,
firm,
corporation, limited liability company, business trust,
association, trust or other enterprise (whether or not
incorporated) engaged in the business of developing, producing,
manufacturing, selling and/or distributing a product or providing
services similar to any product produced or service provided by the
Company, its affiliates or subsidiaries.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Section&nbsp;12. Remedy for violation of Sections&nbsp;10 and 11</B>.</U> The Executive
acknowledges that the Company has no adequate remedy at law and will be
irreparably harmed if the Executive breaches or threatens to breach the
provisions of Sections&nbsp;10 or 11 of this Agreement, and therefore, agrees that
the Company shall be entitled to injunctive relief to prevent any breach or
threatened breach of such Sections and that the Company shall be entitled to
specific performance of the terms of such Sections in addition to any other
legal or equitable remedy it may have. Nothing in this Agreement shall be
construed as prohibiting the Company from pursuing any other remedies at law or
in equity that it may have or any other rights that it may have under any other
agreement.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13. </B><U><B>Arbitration</B>.</U> Any dispute or controversy between the Company and the
Executive, whether arising out of or relating to this Agreement, the breach of
this Agreement, or otherwise, shall be settled by arbitration administered by
the American Arbitration Association (&#147;AAA&#148;) in accordance with its Commercial
Arbitration Rules then in effect, and judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Any
arbitration shall be held before a single arbitrator who shall be selected by
the mutual agreement of the Company and the Executive, unless the parties are
unable to agree to an arbitrator, in which case, the arbitrator will be
selected under the procedures of the AAA. The arbitrator shall have the
authority to award any remedy or relief that a court of competent jurisdiction
could order or grant, including, without limitation, the issuance of an
injunction. However, either party may, without inconsistency with this
arbitration provision, apply to any court having jurisdiction over such dispute
relief until the arbitration award is rendered or the controversy is otherwise
resolved. Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, neither
a party nor an arbitrator may disclose the existence, content or results of any
arbitration hereunder without the prior written consent of the Company and the
Executive. The Company and the Executive acknowledge that this Agreement
evidences a transaction involving interstate commerce. Notwithstanding any
choice of law provision included in this Agreement, the United States Federal
Arbitration Act shall govern the interpretation and enforcement of this
arbitration provision. The arbitration proceeding shall be conducted in
Greensboro, North Carolina or such other location to which the parties may
agree. The Company shall pay the costs of any arbitrator appointed hereunder.


<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF, </B>Unifi, Inc. has caused this Agreement to be signed by
an officer of the Company and a member of the Company&#146;s Compensation Committee
pursuant to resolutions duly adopted by the Board of Directors and its seal
affixed hereto and the Executive has hereunto affixed his hand and seal
effective as of the date first above written.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3"><B>UNIFI, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ CHARLES F. McCOY</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Charles F. McCoy&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Vice President, Secretary &#038;
General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ DONALD F. ORR</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Donald F. Orr,&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chairman of the Compensation Committee
of the Board of Directors&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3" nowrap><B>EXECUTIVE</B><BR>
<BR>
/s/ WILLIAM M. LOWE&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(Seal)<BR>
<HR width="100%" align="left" size="1" noshade>
William M. Lowe<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt">10
</DIV>

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