RUDDICK CORP
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<TYPE>EX-10
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<FILENAME>woodliefchange1.htm
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<p class=MsoNormal align=center style='text-align:right'><b>Exhibit 10.2</b></p>
<p class=MsoNormal align=center style='text-align:center'>&nbsp;</p>
<p class=MsoNormal align=center style='text-align:center'><b>CHANGE IN CONTROL
<br>
AND SEVERANCE AGREEMENT<br>
BETWEEN<br>
RUDDICK CORPORATION and JOHN B. WOODLIEF</b></p>





<p class=MsoNormal style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Change in Control and Severance Agreement (&quot;Agreement&quot;) is made and entered
into as of this 19th day of September, 2007, by and between John B. Woodlief, an
individual (&quot;Executive&quot;), and Ruddick Corporation, a North Carolina corporation
in Charlotte, North Carolina (&quot;Company&quot;).&nbsp; As used herein, the term &quot;Company&quot;
shall include the Company and any and all of its subsidiaries, unless the
context otherwise requires.</p>



<p class=MsoNormal align=center style='text-align:center'><b>RECITALS</b></p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'><b>WHEREAS</b>, the
Board of Directors of the Company (&quot;Board&quot;) recognizes that, as is the case
with many publicly held corporations, the possibility of a Change in Control
(as defined in Section 2 hereof) exists and that such possibility, and the resultant
uncertainty as to the Executive's responsibilities, compensation, or continued
employment, may result in the departure or distraction of the Executive which
may be detrimental to the financial performance of the Company; and </p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'><b>WHEREAS,</b> the Board believes
it is important to the Company and the interests of its stockholders, should
the Company receive acquisition or combination proposals from outside parties,
to enable the Executive, without being distracted by the uncertainties of his
own employment situation, to perform his regular duties and to act objectively
in connection with any such proposals; and </p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'><b>WHEREAS</b>, the
Board further recognizes that it is in the best interests of the Company and
Executive to provide a reasonable level of financial protection to the
Executive in the event of certain non-change in control severance situations to
resolve any related uncertainty related to such issues and encourage continuity
of management; and</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'><b>WHEREAS</b>, the
Company considers it essential to the best interests of the Company, its
shareholders, and its employees generally to agree to provide the benefits set
forth below; and</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'><b>WHEREAS</b>, the
Company and the Executive desire to enter into the agreements set forth herein,
and the Company and the Executive hereby agree to the terms set forth below.</p>



<p class=MsoNormal style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <b>NOW,
THEREFORE</b>, in consideration of the premises and the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:</p>



<p class=MsoNormal style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Employment</u>.&nbsp;&nbsp;&nbsp;&nbsp; The
parties acknowledge that this Agreement does not alter Executive's status as an
&quot;at will&quot; employee of the Company.</p>



<p class=MsoNormal style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Definitions</u>.&nbsp;
For purposes of this Agreement, the following terms shall have the meanings
specified below.</p>

<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
<hr>
<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&nbsp;&nbsp;&nbsp; </p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Cause&quot; shall mean (a) fraud; (b) embezzlement; (c)
conviction or other final adjudication of guilt of Executive of any felony; (d)
a material breach of, or the willful failure by Executive to perform and
discharge Executive's duties, responsibilities and obligations under this
Agreement; (e) any act of moral turpitude or willful misconduct by Executive
intended to result in personal enrichment of Executive at the expense of the
Company, or any of its affiliates or which has a material adverse impact on the
business or reputation of the Company or any of its affiliates; (f) intentional
material damage to the property or business of the Company; or (g) gross
negligence.&nbsp; The determination of Cause under (d), (e), (f) and (g) shall be made
by the Board in its reasonable judgment.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Change in Control&quot; shall mean a &quot;change in
ownership,&quot; a &quot;change in effective control,&quot; or a &quot;change in the ownership of
substantial assets&quot; of a corporation as generally described in Treasury
Regulation Section 1.409A-3(i)(5) and as specifically set forth below (which
events are collectively referred to herein as &quot;Change in Control events&quot;).&nbsp;
Notwithstanding any provision herein to the contrary, to qualify as a Change in
Control, the occurrence of the Change in Control event must be objectively
determinable and any requirement that any person, such as the Compensation
Committee of the Board, certify the occurrence of a Change in Control event
must be strictly ministerial and not involve discretionary authority.&nbsp; To
constitute a Change in Control with respect to the Executive, the Change in
Control event must relate to (i) the corporation for which the Executive is
performing services at the time of the Change in Control or (ii) the
corporation that is a majority shareholder of a corporation identified in
clause (i) above, or any corporation in a chain of corporations in which each
corporation is a majority shareholder of another corporation in the chain,
ending in a corporation identified in clause (i) above.</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A &quot;change in ownership&quot; of a corporation
occurs on the date that any one person or more than one person acting as a
group, acquires ownership of stock of the corporation that, together with stock
held by such person or group, constitutes more than 50 percent of the total
fair market value or total voting power of the stock of such corporation.&nbsp;
However, if any one person, or more than one person acting as a group, is
considered to own more than 50 percent of the total fair market value or total
voting power of the stock of a corporation, the acquisition of additional stock
by the same person or persons is not considered to cause a change in ownership
of the corporation (or to cause a change in the effective control of the
corporation (within the meaning of paragraph (b) below)).<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Notwithstanding that a corporation has not
undergone a change in ownership under paragraph (a) above, a &quot;change in
effective control&quot; of a corporation occurs on the date of either:<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) ownership of
stock of the corporation possessing 30 percent or more of the total voting
power of the stock of such corporation; or</p>



<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: 1.5in; margin-right: .5in; margin-top: 0in; margin-bottom: .0001pt">&nbsp;</p>
<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: 1.5in; margin-right: .5in; margin-top: 0in; margin-bottom: .0001pt">&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2</p>
<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: 1.5in; margin-right: .5in; margin-top: 0in; margin-bottom: .0001pt">&nbsp;</p>



<hr color="#000080"><br clear=all
style='page-break-before:always'>


<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A majority of members of the corporation's
board of directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the
corporation's board of directors prior to the date of the appointment or
election.<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify'>For purposes of this paragraph (b), the term
&quot;corporation&quot; refers to Ruddick Corporation. <br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A &quot;change in the ownership of substantial
assets&quot; of a corporation occurs on the date that any one person, or more than
one person acting as a group, acquires (or has acquired during the 12-month
period ending on the date of the most recent acquisition by such person or
persons) assets from the corporation that have a total gross fair market value
equal to or more than 40 percent of the total gross fair market value of all of
the assets of the corporation immediately prior to such acquisition or
acquisitions.&nbsp; For this purpose, gross fair market value means the value of the
assets of the corporation, or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets.&nbsp; For
purposes of this paragraph (c), the term &quot;corporation&quot; refers to Ruddick
Corporation and Harris Teeter, Inc.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;CIC Accrued Bonus&quot; shall mean the greater of the
amounts determined based upon the bonus schedule in effect pursuant to the
Ruddick Corporation Cash Incentive Plan calculated based upon the annualized
NOPAT return on invested capital for the fiscal period to date as of the most
recent fiscal quarter ending on or before (a) the date of the Executive's
termination or (b) the Change in Control.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;CIC Average Prior Bonus Payments&quot; shall mean the
greater of the average of the Executive's prior three (3) year's total bonus
payments paid with respect to the three (3) full fiscal years ending (a) on or
prior to the Change in Control or (b) on or prior to the date of the
Executive's termination.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;CIC Prorated Bonus&quot; shall mean the amount determined
based upon the bonus schedule in effect pursuant to the Ruddick Corporation
Cash Incentive Plan calculated based upon the annualized NOPAT return on
invested capital for the fiscal period to date as of the most recent fiscal
quarter ending on or before the Change in Control.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&nbsp;&quot;Code&quot; shall mean the Internal Revenue Code of 1986,
as amended.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Disability&quot; or &quot;Disabled&quot; shall mean that the
Executive: (1) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or (2) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than 3 months
under an accident and health or disability insurance plan covering Company
employees.</p>



<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: .5in">&nbsp;</p>
<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: .5in">&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;&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;
3</p>
<p class="MsoNormal" style="text-align: justify; text-indent: .5in; margin-left: .5in">&nbsp;</p>



<hr color="#000080"><br clear=all
style='page-break-before:always'>


<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Good Reason&quot; shall mean the termination by Executive
of Executive's employment with the Company and all its affiliates and
subsidiaries that are considered a single employer within the meaning of
Sections 414(b) and 414(c) of the Code within twenty-four (24) months following
a Change in Control which is due to (i) a material diminution of Executive's
responsibilities, or working conditions, or duties including, without
limitation, the Executive ceasing to be the Chief Financial Officer of a
publicly traded company; (ii) a material diminution in the Executive's base
salary or potential incentive compensation; (iii) a material negative change in
the terms or status of this Agreement; or (iv) a forced relocation of the
Executive outside of a thirty (30) mile radius of the intersection of Trade and
Tryon Streets in Charlotte, North Carolina; provided, however, the Executive
shall provide written notice to the Company of the initial existence of the
condition causing the change in terms or status no more than ninety (90) days
after the change in terms or status occurs and the Company shall have thirty
(30) days to resolve the issue causing the change in terms or status.&nbsp; If the
Company resolves such issue, then Executive's employment shall not be subject
to the Good Reason provisions of this Agreement as to such issue.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Severance Accrued Bonus&quot; shall mean the amount
determined based upon the bonus schedule in effect pursuant to the Ruddick
Corporation Cash Incentive Plan calculated based upon annualized NOPAT return
on invested capital for the fiscal period to date as of the most recent fiscal
quarter ending on or before the date of the Executive's termination.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Severance Average Prior Bonus Payments&quot; shall mean
the average of the Executive's prior three (3) year's total bonus payments paid
with respect to the three (3) full fiscal years ending on or prior to the date
of the Executive's termination.</p>



<p class=MsoNormal style='margin-left:.5in;text-align:justify;text-indent:.5in'>&quot;Specified Benefits Period&quot; shall mean:</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Two (2.0) years if Executive's employment
is terminated prior to or more than twenty-four (24) months following a Change
in Control; or<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:1.0in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Three (3.0) years if Executive's employment
is terminated within twenty-four (24) months following a Change in Control.</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Term</u>.&nbsp;&nbsp; The Agreement shall commence
on the date hereof and shall continue in effect until terminated by written agreement
between the Company and the Executive or until the Executive's employment with
the Company has been terminated.</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Severance Benefit</u>.&nbsp; (a) In the event
Executive's employment is terminated by the Company prior to a Change in
Control or more than twenty-four (24) months following a Change in Control
other than for Cause, death, or Disability, the Company shall pay to Executive,
in a single lump sum, an amount equal to two (2.0) times: (i) the Executive's
current base salary; plus (ii) the greater of the Executive's current year &nbsp;Severance
Accrued Bonus compensation or the Severance Average Prior Bonus Payments.&nbsp;
Subject to Section 20 below, such amount shall be payable immediately upon
Executive's termination of employment.</p>



<p class=MsoNormal style='text-align:justify;text-indent:1.0in'>(b) In the event Executive's employment is terminated by
the Company prior to a Change in Control or more than twenty-four (24) months
following a Change in Control other than for Cause, the Company shall pay to
Executive, in a single lump sum, a partial year pro-rated bonus under the
Ruddick Corporation Cash Incentive Plan.&nbsp; Such bonus amount shall be determined
by<br>
<br>
&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;&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;&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;
4</p><hr>
<p class=MsoNormal style='text-align:justify;text-indent:1.0in'><br>
&nbsp;multiplying the Severance Accrued Bonus amount by a fraction, the numerator
of which is the number of full and partial months of Executive's employment
during the Company's fiscal year that includes Executive's termination and the
denominator of which is twelve (12).&nbsp; Subject to Section 20 below, such amount
shall be payable to Executive in a lump sum immediately upon Executive's
termination of employment.</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Change in Control Benefit</u>.&nbsp; (a) In
the event Executive's employment is terminated by the Company within
twenty-four (24) months after a Change in Control other than for Cause, death,
or Disability, or if a Good Reason termination occurs, the Company shall pay to
Executive, in a single lump sum, an amount equal to 2.99 times: (i) the
Executive's current base salary; plus (ii) the greater of the Executive's
current year &nbsp;CIC Accrued Bonus compensation or the CIC Average Prior Bonus
Payments.&nbsp; Subject to Section 20 below, such amount shall be payable
immediately upon Executive's termination of employment.&nbsp; </p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) In the event Executive's employment is
terminated by the Company within twenty-four (24) months after a Change in
Control other than for Cause, or if a Good Reason termination occurs, the
Company shall also pay to Executive, in a single lump sum, a partial year
pro-rated bonus under the Ruddick Corporation Cash Incentive Plan.&nbsp; Such bonus
amount shall be determined by multiplying the CIC Prorated Bonus amount by a
fraction, the numerator of which is the number of full and partial months of
Executive's employment during the Company's fiscal year to the date of Change
in Control and the denominator of which is twelve (12).&nbsp; Subject to Section 20 below,
such amount shall be payable to Executive in a lump sum immediately upon Change
in Control.&nbsp; It is anticipated that the Executive will receive as part of his
continuing compensation a pro-rated bonus for the period following a Change in
Control through the Executive's termination of employment.</p>

<p class=MsoNormal style='text-align:justify;text-indent:.5in'>&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Stock Option and Award Plan</u>.&nbsp; In the
event Executive's employment is terminated by the Company either before or
after a Change in Control other than for Cause, or if a Good Reason termination
occurs, Executive shall be entitled to payment of a bonus under the Addendum to
the Ruddick Corporation 2002 Comprehensive Stock Option and Award Plan based
upon the&nbsp; Company's actual performance up to the date Executive's employment is
terminated.&nbsp; The bonus, to the extent paid, shall be those shares, or the cash
equivalent thereof, of Restricted Stock that are performance-based and were
awarded to the Executive, subject to achievement of performance criteria,
during the November prior to the termination of the Executive's employment, unless
previously awarded, and this bonus shall become 100% vested.&nbsp; Subject to&nbsp;
Section 20 below, such amount shall be payable to Executive in a lump sum
immediately upon Executive's termination of employment.</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Other Benefits</u>.&nbsp; In the event
Executive's employment is terminated by the Company either before or after a
Change in Control other than for Cause, death, or Disability, or if a Good
Reason termination occurs, the Company shall continue to provide for the
Specified Benefits Period following Executive's termination of employment:
(i)&nbsp;employee and, if applicable, dependent medical/dental coverage under
the Company's group health plan at the premium rates applicable for active
employee and dependent rates and (ii)&nbsp;the following benefits fully paid by
the Company:</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Disability benefits comparable to those
provided to the executive under the company-paid long-term and short-term
disability plans, including salary continuation plans;<br>
<br>
<br>
&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5</p><hr>
<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'><br>
<br>
<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Key Employee Life Insurance Plan benefits;
and<br>
&nbsp;</p>



<p class=MsoNormal style='margin-top:0in;margin-right:.5in;margin-bottom:0in;
margin-left:.5in;margin-bottom:.0001pt;text-align:justify;text-indent:.5in'>(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Executive Bonus Insurance and related tax
gross-ups.</p>



<p class=MsoNormal style='text-align:justify'>Alternatively,
Executive may waive coverage under any or all of such benefit plans and Company
shall pay an additional lump sum payment to Executive equal to the Company's cost
of the waived benefits and related tax gross-up, if applicable, for the
Specified Benefits Period.&nbsp; Notwithstanding the above, if the Company is not
able to provide any of the benefits described above under the terms of the
applicable plan documents, Company shall pay Executive an additional lump sum
payment equal to the Company's cost and related tax gross-up, if applicable,
for the portion of the Specified Benefits Period for which such coverage cannot
be provided.&nbsp; Payments or reimbursements under this Section 7 shall be delayed
as necessary to comply with Section 409A of the Code and Section 20 of this
Agreement.&nbsp; Any payments or reimbursements that are delayed to comply with
Section 409A of the Code and Section 20 shall be paid to Executive in a lump
sum as soon as practicable after the end of the six-month period following the
date of Executive's termination of employment.</p>



<p class=MsoNormal style='text-align:justify;text-indent:.5in'>8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Excess Parachute Payments</u>.&nbsp;&nbsp;&nbsp;&nbsp; To
the extent that payments under Sections 5, 6, and 7&nbsp; together with any other
payments or benefits that Executive becomes entitled to as a result of
Executive's termination of employment following a Change in Control, cause a
&quot;parachute payment,&quot; as defined in Section 280G(b)(2) of the Code, the Company
shall indemnify Executive and hold Executive harmless against all claims,
losses, damages, penalties, expenses, and excise taxes relating thereto.&nbsp; To
effect this indemnification, the Company shall pay Executive an additional
amount that is sufficient to pay any excise tax imposed by Section 4999 of the
Code on payments and benefits to which Executive is entitled without the
additional amount plus any penalties or interest imposed by the Internal
Revenue Service in regard to such amounts, plus another additional amount
sufficient to pay all the excise and income taxes on the additional amounts.&nbsp;
The determination of any additional amount that must be paid under this section
at any time shall be made in good faith by the independent auditors then
employed by the Company.&nbsp; Subject to Section 20 below, such amount shall be
paid no later than December 31 of the year that includes Executive's
termination of employment.</p>



<p style='text-align:justify;text-indent:37.4pt'>9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Non-competition
and Non-solicitation Agreement</u>.&nbsp; During the term of this Agreement and for
a period of twenty-four (24) months thereafter (&quot;Non-compete Period&quot;),
Executive shall not directly or indirectly enter into an employment
relationship or a consulting arrangement (or other economically beneficial
arrangement) with any grocer, grocer holding company, or textile manufacturing
or distribution company which is a competitor of the Company (a &quot;Competitor&quot;)
which would involve Executive working in, consulting with respect to,
overseeing or otherwise servicing any market area or customers over which
Executive had responsibility at the time of his termination or during the 24-month
period immediately prior to such termination. The obligations contained in this
Section 9 shall not prohibit Executive from being an owner of not more than 5%
of the outstanding stock of any class of a Competitor corporation which is
publicly traded, so long as Executive has no active participation in the
business of such corporation.</p>

<blockquote>
	<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During
the Non-compete Period, Executive shall not directly or indirectly, either as
an independent contractor, employee, consultant, agent, partner, joint venturer
or otherwise through another person or entity,&nbsp; including but not limited to a
Competitor, (i) solicit, induce or attempt to induce (or aid any person or
entity in doing so) any employee of the Company to leave the employ of the
Company or in any way interfere with the relationship between the Company and
any employee thereof, (ii) hire or engage any person<br>
	<br>
	<br>
&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	6</p><hr>
	<p style='text-align:justify'><br>
	<br>
&nbsp;who was an employee of the
Company or any subsidiary at any time during the six (6) month period preceding
Executive's hiring or engagement of such employee, (iii) solicit or induce or
attempt to induce (or aid any person or entity in doing so) any customer,
supplier, or other person or entity in a business relation with the Company to
cease doing business with the Company, or in any way interfere with the relationship
between any such customer, supplier, or person or entity in a business relation
with the Company or (iv) take any action or make any statements that interfere
with the relationship between the Company and its shareholders.&nbsp; For purposes
of this Section 9, the phrase &quot;customer, supplier or other person or entity in
a business relation with Company&quot; shall mean those persons or entities with
whom the Company did business, had work in progress or delivered an offer to
perform services during the 24-month period immediately prior to the
termination of the Executive.</p>
	<p style='text-align:justify;text-indent:-.5in'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
	9.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If,
at the time of enforcement of this Section 9, a court shall hold that the
duration, scope or area restrictions stated herein are unreasonable under
circumstances then existing, the parties agree that the maximum duration, scope
or area reasonable under such circumstances shall be substituted for the stated
duration, scope or area and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law and that such revised restrictions may be enforced against
Executive. Executive agrees that the restrictions contained in this Section 9 are
reasonable and appropriate when considered in light of the nature and extent of
the business of the Company.</p>
	<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In the
event of the breach or a threatened breach by Executive of any of the
provisions of this Section 9, the Company, in addition and supplementary to
other rights and remedies existing in its favor, may apply to any court of law
or equity of competent jurisdiction for specific performance and/or injunctive
or other relief 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 Section 9, the Non-compete
Period shall be tolled until such breach or violation has been duly cured.</p>
	<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
existence of any claim or cause of action of Executive against the Company,
whether predicated in this Agreement or otherwise, shall not constitute a
defense to the enforcement of Sections 9, 10 or 11 of this Agreement by the
Company.</p>
	<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 9.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Non-compete Period shall be extended commensurately for any period of time
during which the covenants set forth in this Section 9 are contested.</p>
</blockquote>

<p style='text-align:justify;text-indent:.5in'>Notwithstanding
the above, the provisions of this Section 9 shall not apply to Executive in the
event Executive's employment terminates following a Change in Control.</p>

<p style='text-align:justify;text-indent:.5in'>10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Confidentiality</u>.&nbsp; Executive shall
hold in a fiduciary capacity for the benefit of the Company all confidential information
relating to the Company or any of its affiliates, and their respective
businesses, which shall have been obtained by Executive during Executive's
employment by the Company or any of its affiliates. After termination of
Executive's employment with the Company for any reason, Executive shall not,
without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information, knowledge
or data to anyone other than the Company and those designated by it. Upon the
termination of Executive's employment hereunder, Executive agrees to deliver
promptly to the Company all Company files, customer lists, management reports,
memoranda, research, Company<br>
<br>
<br>
&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7</p><hr>
<p style='text-align:justify;text-indent:.5in'><br>
<br>
&nbsp;forms, financial data and reports and other
documents supplied to or created by Executive in connection with Executive's
employment hereunder (including all copies of the foregoing) in Executive's
possession or control and all of the Company's equipment and other materials in
Executive's possession or control.</p>



<p style='text-align:justify;text-indent:.5in'>11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Non-Disparagement</u>.&nbsp; Unless compelled
to do so by a court of competent jurisdiction, Executive agrees that, upon
termination of this Agreement, he will not, in any way, disparage the Company,
any of its subsidiaries, or related companies or any of its officers,
directors, employees, or shareholders.&nbsp; Executive agrees that he will not
discuss the business affairs of the Company, or the business and/or personal
affairs of its board members, officers, employees, or shareholders with any
person for any purpose, and further, Executive agrees that if he is contacted
by any person and asked for information concerning the Company or the
aforementioned persons that Executive will say only that he is duty bound to
have no discussions with any person about any aspect of the operations of the
Company or the business or personal affairs of the Company's board members,
officers, or employees.&nbsp; Executive agrees that he will not, nor shall he cause or
encourage another person to publish any information about the Company, its
board members, officers, employees, or shareholders to any person or to any
print or electronic media, including but not limited to, newspapers, magazines,
periodicals, billboards, pamphlets, leaflets, web logs, message boards, e-mail,
or the internet.&nbsp;&nbsp; The Company agrees that, unless compelled by a court of
competent jurisdiction, it will not disparage Executive in a similar manner to
the restrictions on Executive as set forth above, and will take actions
necessary to have any statements about Executive that are the result of
inquiries by prospective employers or others seeking references made only by
persons mutually agreed to by the Executive and Company and providing only content
and information mutually agreed to by the Executive and Company.&nbsp; This mutual
non-disparagement clause shall have unlimited duration.</p>



<p style='text-align:justify;text-indent:.5in'>12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Attorney's Fees</u>.&nbsp; (a)&nbsp; If
Executive's employment is terminated by the Company prior to a Change in
Control or more than twenty-four (24) months following a Change in Control, to
the extent necessary, this Section 12(a) shall apply.&nbsp; In the event that
Executive is reasonably required to engage legal counsel to enforce Executive's
rights hereunder against the Company, Executive shall be entitled to receive
from the Company Executive's reasonable attorneys' fees and costs, which shall
be paid or reimbursed to the Executive by the Company on a regular, periodic
basis; provided that Executive shall not be entitled to receive those fees and
costs related to matters, if any, which were the subject of litigation and with
respect to which a judgment is rendered against Executive.</p>



<p style='text-align:justify;text-indent:1.0in'>(b)&nbsp; If Executive's employment is terminated by the
Company within twenty-four (24) months after a Change in Control, or if a Good
Reason termination occurs, to the extent necessary, this Section 12(b) shall
apply.&nbsp; It is the intent of the parties that the Executive not be required to
incur the legal fees and expenses associated with the protection or enforcement
of Executive's rights under this Agreement by litigation or other legal action
because such costs would substantially detract from the benefits intended to be
extended to the Executive hereunder, nor be bound to negotiate any settlement
of Executive's rights hereunder under threat of incurring such costs.&nbsp;
Accordingly, if it should appear to the Executive that the Company is or has
acted contrary to or is failing or has failed to comply with any of its
obligations under this Agreement for the reason that it regards this Agreement
to be void or unenforceable or for any other reason, or that the Company has
purported to terminate Executive's employment for Cause or is in the course of
doing so in either case contrary to this Agreement, or in the event that the
Company or any other person takes any action to declare this Agreement void or
unenforceable, or institutes any litigation or other legal action designed to
deny, diminish or to recover from Executive the benefits provided or intended
to be provided to Executive hereunder, and the Executive has acted in good
faith to perform Executive's obligations under this<br>
<br>
<br>
&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8</p><hr>
<p style='text-align:justify;text-indent:1.0in'><br>
<br>
&nbsp;Agreement, the Company
irrevocably authorizes the Executive from time to time to retain counsel of
Executive's choice at the expense of the Company to represent&nbsp; Executive in
connection with the protection and enforcement of Executive's rights hereunder,
including without limitation, representation in connection with termination of
Executive's employment contrary to this Agreement or with the initiation or
defense of any litigation or other legal action, whether by or against the
Executive or the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction.&nbsp; The reasonable fees and
expenses of counsel selected from time to time by the Executive as hereinabove
provided shall be paid or reimbursed to the Executive by the Company on a
regular, periodic basis upon presentation by the Executive of a statement or
statements prepared by such counsel representing the Executive and other
officers or key executives of the Company in connection with the protection and
enforcement of their rights under similar agreements between them and the
Company, and, unless in Executive's sole judgment use of common counsel could
be prejudicial to Executive or would not be likely to reduce the fees and
expenses chargeable hereunder to the Company, the Executive agrees to use
Executive's best efforts to agree with such other officers or executives to
retain common counsel. </p>



<p style='text-align:justify;text-indent:.5in'>13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Assignment</u>.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The parties
acknowledge that this Agreement has been entered into due to, among other
things, the special skills of the Executive, and agree that this Agreement may
not be assigned or transferred by Executive, in whole or in part, without the
prior written consent of the Company.&nbsp; </p>



<p style='text-align:justify;text-indent:.5in'>14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Provisions Severable/Savings Clause</u>.&nbsp;&nbsp;&nbsp;&nbsp; If
any provision or covenant, or any part thereof, of this Agreement should be
held by any court to be invalid, illegal or unenforceable, either in whole or
in part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.</p>



<p style='text-align:justify;text-indent:.5in'>15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Waiver</u>.&nbsp; Failure of either party to
insist, in one or more instances, on performance by the other in strict
accordance with the terms and conditions of this Agreement shall not be deemed
a waiver or relinquishment of any right granted in this Agreement or of the future
performance of any such term or condition or of any other term or condition of
this Agreement, unless such waiver is contained in a writing signed by the
party making the waiver.</p>



<p style='text-align:justify;text-indent:.5in'>16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Amendments and Modifications</u>.&nbsp; This
Agreement may be amended or modified only by a writing signed by the parties
hereto.</p>



<p style='text-align:justify;text-indent:.5in'>17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Governing Law</u>.&nbsp; The validity and
effect of this Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of North Carolina.</p>



<p style='text-align:justify;text-indent:.5in'>18.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Withholding</u>.&nbsp; The Company may
withhold from any amount payable under this Agreement such United States
federal, state or local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.</p>



<p style='text-align:justify;text-indent:.5in'>19.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Successors and Assigns</u>. This
Agreement shall be binding on the respective parties' successors and assigns.</p>



<p style='text-align:justify;text-indent:.5in'>20.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Specified Employees</u>.&nbsp; If a payment
is payable under the Agreement due to a &quot;separation from service&quot; for purposes
of the rules under Treasury Regulation Section 1.409A-3(i)(2) (payments to
specified employees upon a separation from service) and the Executive is
determined to<br>
<br>
<br>
&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;&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;&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;
9</p><hr>
<p style='text-align:justify;text-indent:.5in'><br>
<br>
&nbsp;be a &quot;specified employee&quot; (as determined under Treasury
Regulation Section 1.409A-1(i) and related Company procedures), then the
payment shall be made on a date that is six months after the date of the
Executive's separation from service to the extent necessary to comply with the
requirements of Section 409A of the Code and related treasury regulations.</p>



<p style='text-align:justify;text-indent:.5in'>21.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Compliance With Section 409A</u>.&nbsp;
Notwithstanding any other provision of this Agreement, to the extent
applicable, this Agreement is intended to comply with Section 409A of the Code
and the regulations (or similar guidance) thereunder, as in effect from time to
time.&nbsp; To the extent any provision of this Agreement is contrary to or fails to
address the requirements of Section 409A of the Code and applicable treasury
regulations, this Agreement shall be construed and administered as necessary to
comply with such requirements to the extent allowable under applicable treasury
regulations until the Agreement is appropriately amended to comply with such
requirements.</p>



<p style='text-align:justify;text-indent:.5in'><b>IN WITNESS WHEREOF</b>, the parties have executed this Agreement as of the day and year first
above written.</p>



<p style='margin-left:3.0in'><b>JOHN
B. WOODLIEF</b></p>



<p style='margin-left:3.0in'><u>&nbsp;&nbsp;/s/ JOHN B. WOODLIEF&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; </u></p>





<p style='margin-left:3.0in'><b>RUDDICK
CORPORATION</b></p>



<p style='margin-left:3.0in'>By:
<u>&nbsp;&nbsp;/s/ THOMAS W. DICKSON&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>



<p style='margin-left:3.0in'>Title:
<u>&nbsp;&nbsp;&nbsp;Chairman, President and CEO&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></p>



</div>

<p style="margin-left: 3.0in">&nbsp;</p>
<p style="margin-left: 3.0in">&nbsp;</p>
<p style="margin-left: 3.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
10</p>

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