UNIFI INC
EX-10(V)
<DOCUMENT>
<TYPE>EX-10.V
<SEQUENCE>8
<FILENAME>g90883exv10wv.txt
<DESCRIPTION>EX-10(V)
<TEXT>
<PAGE>

                                  EXHIBIT (10v)

                               SEVERANCE AGREEMENT

      This SEVERANCE AGREEMENT ("Agreement") effective the 30th day of April,
2004 (the "Effective Date"), by and between UNIFI, INC., a New York corporation
(hereinafter referred to as "UNIFI" or the "Company"), and MICHAEL E. DELANEY
(hereinafter referred to as "EMPLOYEE");

                              W I T N E S S E T H:

      WHEREAS, EMPLOYEE has been employed by UNIFI; and

      WHEREAS, the Company and EMPLOYEE have determined that the EMPLOYEE'S
employment with the Company will be terminated on the Effective Date under the
terms of this Agreement; and

      WHEREAS, under the terms set forth in this Agreement, EMPLOYEE and UNIFI
agree to settle any and all claims, obligations and/or causes of action that one
may have against the other arising from EMPLOYEE'S employment with the Company;
and

      WHEREAS, EMPLOYEE HEREBY ACKNOWLEDGES THAT HE WAS UNDER NO OBLIGATION
WHATSOEVER TO ACCEPT THE TERMS OF THIS AGREEMENT, AND THAT PRIOR TO EXECUTING
THIS AGREEMENT HE WAS GIVEN THE OPPORTUNITY TO REQUEST A COPY OF THIS AGREEMENT
AND DELAY HIS DECISION WHETHER OR NOT TO ACCEPT THE TERMS OF THIS AGREEMENT FOR
UP TO FORTY-FIVE (45) DAYS FOR ANY REASON, INCLUDING TO CONFER WITH ANY LAWYER
OR OTHER ADVISOR HE MAY WISH TO CONSULT.

      NOW, THEREFORE, in consideration of these premises and mutual agreements
herein contained, and intending to be legally bound hereby, the Parties agree as
follows:

SECTION 1.  CONSIDERATION - UNIFI agrees to pay EMPLOYEE the sum of Three
            Hundred Forty-Nine Thousand Three Hundred Forty-Eight and 57/100
            Dollars ($349,348.57) as severance due to termination of his
            employment with Unifi (the "Severance Payment"). The total
            Promissory Notes Balance of $53,805.03 as set forth in Section 8.A
            below plus an additional $45,543.54 in United States and North
            Carolina withholding taxes on the Promissory Notes Balance shall be
            deducted from the Severance Payment to get the resulting balance of
            severance due to EMPLOYEE of Two Hundred Fifty Thousand and 00/100
            Dollars ($250,000.00) (the "Resulting Severance Payment"). The
            Resulting Severance Payment shall be paid to EMPLOYEE in twelve (12)
            equal monthly installments of Twenty Thousand Eight Hundred
            Thirty-Three Dollars and 33/100 ($20,833.33) beginning on the
            regular payroll date for salaried employees of UNIFI in May 2004 and
            continuing to and including April 2005 (the "Monthly Payments").
            Each such Monthly Payment will be subject to all applicable federal
            and state taxes.

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            The parties agree that the Company has no prior legal obligation to
            make the Severance Payment or to provide any of the other benefits
            set forth in this Agreement to the EMPLOYEE.

SECTION 2.  RESIGNATION FROM COMPANY - On the Effective Date, EMPLOYEE shall
            execute a written Resignation in the form of Exhibit "A" attached
            hereto resigning as an employee of the Company.

SECTION 3A. MEDICAL AND DENTAL INSURANCE - UNIFI will continue to provide
            EMPLOYEE medical and dental coverage similar to the medical and
            dental coverages at that time being provided to regular employees
            covered by the terms of the Unifi, Inc. Employee Welfare Benefit
            Plan then in effect (the "Medical Plan"), until the earlier of April
            30, 2005 or until such time as EMPLOYEE has began new employment,
            including gainful self-employment (as determined by Unifi in its
            sole discretion). EMPLOYEE shall be eligible to receive such medical
            and dental benefits in order that he may obtain coverage for himself
            and his dependents, as the term "dependent" is defined in the
            medical plan, so that the following shall apply to coverage of
            EMPLOYEE and his dependents.

            (A)   As a condition of coverage of EMPLOYEE, he must pay for each
            month of coverage an amount equal to the premium paid for such month
            by an active employee for coverage under the Medical Plan. During
            the time when Monthly Payments, if any, are being made, such
            premiums shall be paid by deductions from such installments unless
            UNIFI in its sole discretion determines otherwise. Thereafter, such
            premiums shall be due on the first day of the month to which they
            apply, and the medical and dental coverage shall be terminated
            unless such premiums are received when due, without any grace
            period.

            (B)   As a condition of coverage of a Dependent, EMPLOYEE must pay
            for each month of coverage an amount equal to the premium paid for
            such month by any active employee for coverage of a Dependent under
            the Medical Plan. During the time when Monthly Payments, if any, are
            being made, such premiums shall be paid by deductions from such
            installments unless UNIFI in its sole discretion determines
            otherwise. Thereafter, such premiums shall be due on the first day
            of the month to which they apply, and the medical and dental
            coverage shall be terminated unless such premiums are received when
            due, without any grace period.

            (C)   The terms of medical and dental coverage for EMPLOYEE and his
            Dependents at any given time shall be the terms applicable to active
            employees and their Dependents at such time. It is explicitly
            understood and agreed that any amendments to or alteration of the
            Medical Plan (including any amendment terminating the Medical Plan)
            may be applicable to EMPLOYEE and his Dependents without regard to
            whether the amendment or alteration was adopted or made before or
            after the Effective Date, and/or the date EMPLOYEE entered into this
            Agreement and/or chose not to revoke this Agreement. It is
            explicitly

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            understood and agreed that a Dependent will lose medical and dental
            coverage on the earlier of April 30, 2005, or such time as EMPLOYEE
            has began new employment, including gainful self-employment (as
            determined by Unifi in its sole discretion). It is explicitly
            understood and agreed that no benefits under the Employee Welfare
            Plan will be provided (including, without limitation, benefits under
            the portions of the Welfare Benefit Plan that provide benefits in
            the event of disability, life insurance coverage, and accidental
            death and dismemberment coverage) except as specifically provided
            herein.

SECTION 3B. COBRA, ETC. - It is understood that this Agreement does not waive or
            abrogate EMPLOYEE'S entitlement to health insurance benefits under
            COBRA or to vested retirement funds in UNIFI'S retirement plans. Any
            retirement benefits to which EMPLOYEE is entitled shall be governed
            by the terms of such retirement plans.

SECTION 4.  OTHER BENEFITS AND AGREEMENTS -

      A.    Upon EMPLOYEE'S election on or before April 30, 2005, UNIFI agrees
            to provide EMPLOYEE with reasonable outplacement services provided
            by Right Management Associates for a period equal to the lesser of
            six (6) months or until such time as EMPLOYEE has obtained new
            employment.

      B.    EMPLOYEE is hereby transferred ownership of the laptop computer,
            P.D.A. and cellular telephone that he used in his employment with
            UNIFI at the Effective Date. Said laptop computer, P.D.A. and
            cellular telephone are transferred to EMPLOYEE on an "AS IS WHERE
            IS" basis and UNIFI makes no representations and warranties of any
            nature or kind concerning the same.

      C.    EMPLOYEE agrees that except as specifically set forth in this
            Agreement no other provision is granted for continued vacation pay,
            automobile allowance, education renewal, tuition reimbursement,
            mobile telephone service or other benefits of any nature, type or
            kind after the Effective Date, and that he will return to UNIFI or
            any subsidiary or affiliate of UNIFI all company property,
            documents, notes, software, programs, data and any other materials
            (including any copies thereof) in his possession. EMPLOYEE does
            hereby consent and agree that he shall have no other right, claim,
            demand or interest of any nature, type or kind or commence any type
            of legal action (including administrative charges or lawsuits)
            against UNIFI, its subsidiaries or affiliates, and any of their
            officers, directors, shareholders, representatives, counsel, or
            agents.

SECTION 5.  TAXES - EMPLOYEE will be responsible for any federal, state or local
            taxes which may be owed by him by virtue of the receipt of any
            portion of the consideration herein provided.

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SECTION 6.  UNVESTED RESTRICTED STOCK AWARDS -EMPLOYEE under the 1999 Unifi,
            Inc. Long-Term Incentive Plan was awarded on January 1, 2000 5,000
            shares of Unifi, Inc. restricted stock and was awarded on July 26,
            2000 5,242 shares of Unifi, Inc. restricted stock, and executed a
            Restricted Stock Agreement in connection with each said award
            ("Restricted Agreements"). The Committee, in exercising its
            authority under the Plan and contingent on EMPLOYEE fulfilling all
            his obligations under the term of this Agreement, hereby modifies
            the Restricted Agreements to provide that the 1,000 unvested shares
            of restricted stock awarded to EMPLOYEE under his January 1, 2000
            agreement shall be fully vested as of the Effective Date. All other
            terms and conditions of the Restricted Agreements shall remain in
            full force and effect as written. This provision of the Agreement
            shall be null and void and said 1,000 unvested shares of restricted
            stock shall lapse under the terms of the Restricted Agreement if
            EMPLOYEE, in the sole and absolute discretion of UNIFI, does not
            meet all of his obligations under the term of this Agreement in a
            timely manner.

SECTION 7.  STOCK OPTIONS - EMPLOYEE was granted stock options under Unifi,
            Inc.'s 1999 Long Term Incentive Plan. Stock Option Agreements dated
            January 1, 2000 for 55,527 stock options, October 2, 2001 for 15,000
            stock options, and January 23, 2002 for 100,000 stock options were
            entered into in relation to the respective outstanding stock options
            granted. It is hereby agreed that as long as EMPLOYEE has not
            breached the terms of this Agreement, that the termination date for
            all previously vested stock options under the aforesaid Stock Option
            Agreements shall be modified and amended to mean April 30, 2005, and
            EMPLOYEE shall have until that date to exercise all such previously
            vested options. It is further agreed that at such time as EMPLOYEE
            has paid all amounts due and owing to the Company hereunder
            (including those amounts due to the Company under Section 8 hereof)
            any currently unvested options shall vest and shall be exercisable
            by EMPLOYEE until April 30, 2005. If EMPLOYEE shall breach any of
            the provisions of this Agreement, all such stock options (whether
            currently vested or unvested) shall immediately terminate and
            EMPLOYEE will not be entitled to exercise any of his stock options.
            The terms of the aforementioned Stock Option Agreements shall
            hereafter be deemed modified and amended to give effect to this
            Section 7 and all such stock options shall be deemed and treated as
            non-qualified stock options. All other terms of said Stock Option
            Agreements shall continue in full force and effect as previously
            agreed to.

SECTION 8.  OTHER AGREEMENTS -

      A.    PROMISSORY NOTES - EMPLOYEE previously executed two Promissory Notes
            to UNIFI, one dated January 1, 2000 in the principal amount of
            $27,351.56 and another dated December 31, 2000 in the principal
            amount of $25,653.04. The total amount due on said Promissory Notes
            of $53,805.03 (the "Promissory Note Balance") ($27,351.56 principal
            and $423.96 accrued interest on the January 1, 2000 Promissory Note
            and $25,653.04 principal and $376.47 accrued interest on

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            the December 31, 2000 Promissory Note) shall be deducted from the
            Severance Payment as set forth in Section 1 hereof.

      B.    COOPERATION - EMPLOYEE agrees to fully cooperate with and assist
            UNIFI in transitioning his work assignments to others in the Company
            and understands that he may be needed by the Company as a witness in
            certain arbitration and/or litigation matters that the Company is or
            may in the future be involved in that involve matters of which he
            participated in while in the employment of the Company, including
            but not limited to arbitration(s)/litigation(s) proceedings
            involving Unifi Technical Fabrics and Q & R Associates, Inc., or
            their successors in interest, and the EMPLOYEE agrees that he will
            provide reasonable assistance to the Company in such
            arbitrations/litigations and testify for the Company as reasonably
            requested by the Company. The Company agrees to reimburse EMPLOYEE
            for his reasonable out of pocket costs and expenses (including
            travel expenses, and lost wages or other compensation) incurred for
            his cooperation as set forth in this provision of the Agreement.

SECTION 9.  DISCLOSURE OF CONFIDENTIAL INFORMATION - EMPLOYEE agrees that:

      A.    For a period of five (5) years from the date of this Agreement, he
            will not disclose or make available to any person or other entity
            any trade secrets, confidential information, as hereinafter defined,
            or "know-how" relating to UNIFI'S, its affiliates' and
            subsidiaries', businesses without written authority from UNIFI'S
            General Counsel, unless he is compelled to disclose it by judicial
            process.

            CONFIDENTIAL INFORMATION - shall mean all information about UNIFI,
            its affiliates or subsidiaries, or relating to any of their products
            or any phase of their operations, not generally known to their
            competitors or which is not public information, which EMPLOYEE knows
            or acquired knowledge of during the term of his employment.

      B.    DOCUMENTS - under no circumstances shall EMPLOYEE remove from
            UNIFI'S offices any of UNIFI'S books, records, documents, files,
            computer discs or information, reports, presentations, customer
            lists, or any copies of such documents without UNIFI'S written
            consent, nor shall he make any copies of UNIFI'S books, records,
            documents, or customer lists for use outside of UNIFI, except as
            specifically authorized in writing by UNIFI'S General Counsel.

SECTION 10. NON-COMPETE -

      A.    EMPLOYEE agrees that for a period of twelve (12) months from the
            Effective Date he will not, in a capacity which actually competes
            with UNIFI, seek employment or consulting arrangements with or offer
            advice, suggestions, or input to any company, entity or person,
            which may be construed to be UNIFI'S competitor, and

                                       5
<PAGE>

      B.    EMPLOYEE agrees that he will not directly or indirectly, for a
            period of twelve (12) months from the Effective Date, 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, as hereinafter defined, in a capacity which actually
            competes with Unifi, unless approved by the General Counsel of
            UNIFI.

                  COMPETITOR - shall mean any company (incorporated or
            unincorporated), entity or person engaged, with respect to
            EMPLOYEE'S employment, in the business of developing, producing, or
            distributing a product similar to any product produced by UNIFI, its
            affiliates or subsidiaries, prior to the Effective Date.

SECTION 11. BREACH - EMPLOYEE understands and agrees that UNIFI'S obligation to
            perform under this Agreement is conditioned upon EMPLOYEE'S
            covenants and promises to UNIFI as set forth herein. In the event
            EMPLOYEE breaches any such covenants and promises, or causes any
            such covenants or promises to be breached, UNIFI in its sole and
            absolute discretion shall have the option to terminate its
            performance of its obligations under this Agreement, and UNIFI shall
            have no further liability or obligation to EMPLOYEE. EMPLOYEE
            acknowledges that compliance with Sections 9 and 10 of this
            Agreement is necessary to protect UNIFI'S businesses and goodwill; a
            breach of said paragraph will do irreparable and continual damage to
            UNIFI and an award of monetary damages would not be adequate to
            remedy such harm; therefore, in the event he breaches or threatens
            to breach this Agreement, UNIFI shall be entitled to both a
            preliminary and permanent injunction in order to prevent the
            continuation of such harm. Nothing in this Agreement however, shall
            prohibit UNIFI from also pursuing any other remedies.

SECTION 12. RELEASES AND WAIVERS OF EACH PARTY - The parties hereto agree as
            follows:

      A.    EMPLOYEE hereby fully, completely and unconditionally releases and
            forever discharges any and all claims, rights, demands, actions,
            obligations, liabilities, and causes of action of any and every
            kind, which he or his heirs, personal representatives or assigns
            ever had, or now have, or hereafter may have (based on events
            transpiring on or before the Effective Date) against UNIFI, its
            subsidiaries and affiliates and their respective officers,
            directors, shareholders, representatives, counsel and agents, in
            each case past or present, of whatsoever kind and nature, in law,
            equity or otherwise, arising out of or in any way connected with his
            employment, association or other involvement or any type, nature and
            kind with UNIFI. THIS RELEASE AND WAIVER INCLUDES BUT IS NOT LIMITED
            TO CLAIMS ARISING UNDER FEDERAL, STATE OR LOCAL LAWS PROHIBITING
            EMPLOYMENT DISCRIMINATION (INCLUDING THE AGE DISCRIMINATION IN
            EMPLOYMENT ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AND THE
            AMERICAN

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<PAGE>

            WITH DISABILITIES ACT) OR CLAIMS GROWING OUT OF ANY LEGAL
            RESTRICTIONS ON THE COMPANY'S RIGHTS TO TERMINATE ITS EMPLOYEES.

      B.    UNIFI hereby fully, completely and unconditionally releases and
            forever discharges any and all claims, rights, demands, actions,
            obligations, liabilities, and causes of action of any and every
            kind, which it, its successors or assigns ever had, or now have, or
            hereafter may have (based on events transpiring on or before the
            Effective Date) against EMPLOYEE, his heirs, personal
            representatives or assigns, in each case past or present, of
            whatsoever kind and nature, in law, equity or otherwise, arising out
            of or in any way connected with his employment, association or other
            involvement with UNIFI.

      C.    EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY UNDERSTANDS THE
            PROVISIONS OF THIS AGREEMENT, HAS HAD SUFFICENT TIME TO EVALUATE THE
            TERMS OF THIS AGREEMENT, HAS BEEN ADVISED TO CONSULT WITH COUNSEL
            BEFORE SIGNING THIS AGREEMENT, AND FREELY AND WITHOUT RESERVATIONS
            ENTERS INTO THIS AGREEMENT AND THE WAIVERS AND RELEASES CONTAINED
            HEREIN. EMPLOYEE hereby further acknowledges that in making this
            Agreement and Release that he understands that he is relying upon
            his own judgment, belief and knowledge of the extent and nature of
            said claims and payments or that of his own advisors and expressly
            acknowledges and confirms that he has not been influenced to any
            extent whatsoever in making this Agreement and Release by any
            representations or statements regarding any payments, claims or
            conditions or regarding any other matters as made by any other
            person connected with or represented by any of the Parties of this
            Agreement.

      D.    The Parties hereto agree that this is a compromised settlement of a
            doubtful and disputed claim or right to act and the payment of the
            funds herein and the performance of this Agreement shall not be
            construed as an admission of liability or responsibility on the part
            of any of the Parties hereto other than expressly provided for
            herein. This Agreement shall be deemed to be strictly confidential
            by and between these Parties and by express agreement and
            understanding this Agreement shall not be deemed, referenced, cited
            or referred to by the Parties hereto or any other third parties
            relating to EMPLOYEE'S employment with UNIFI, nor shall this
            Agreement be used as evidence in any litigation between and among
            the Parties to this Agreement (or any other third parties) except to
            establish only between the Parties to this Agreement specifically
            the terms and conditions set forth therein. Further, the Parties
            hereby covenant and agree that upon the execution of this document
            and prior thereto that they have not nor will they in the future
            discuss with anyone the terms and conditions of this Agreement or
            anything pertaining to the terms and conditions of this Agreement,
            the negotiation of the terms and conditions of this Agreement, the
            settlement terms and conditions of this Agreement or the details of
            this Agreement, except as required by court order or with the
            written consent of all parties to this

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            Agreement. Further, all Parties hereto agree that upon receipt of a
            subpoena or any formal legal request for information covered by or
            contained in this Agreement that they will as soon as practical
            notify one another in writing of such pending request to the persons
            at the addresses set forth herein and that the terms of this
            Agreement shall remain confidential and shall only be disclosed by
            any Party hereto as that Party is ordered to do so by a court of
            competent jurisdiction, or as required for the preparation of any
            state or federal tax return.

SECTION 13. WAIVER OF RIGHTS - If, in one or more instances, either Party fails
            to insist that the other Party perform any of the terms of this
            Agreement, such failure shall not be construed as a waiver by such
            Party of any past, present, or future right granted under this
            Agreement, and the obligations of both Parties under this Agreement
            shall continue in full force and effect.

SECTION 14. SURVIVAL - Except for a termination of this Agreement by EMPLOYEE
            within seven days of the execution of this Agreement as set forth in
            Section 22 of this Agreement, the obligations contained in this
            Agreement shall survive the termination of this Agreement.
            Additionally, the EMPLOYEE acknowledges that the restrictions and
            covenants contained in paragraphs 9 and 10 are reasonable and
            necessary to protect the legitimate business interests of the
            Company and will not impose an economic hardship on the EMPLOYEE. If
            any provision of this Agreement is held to be in any respect
            illegal, invalid or unenforceable under present or future law, such
            provisions shall be fully severable and this Agreement shall be
            construed and enforced as if such illegal, invalid or unenforceable
            provisions had never comprised a part hereof, and the remaining
            provisions hereof shall remain in full force and effect and shall
            not be affected by the illegal, invalid or unenforceable provision
            or by its severance here from. Furthermore, in lieu of such illegal,
            invalid or unenforceable provision, the same shall be reformed and
            modified automatically to be as similar in terms to such illegal,
            invalid or unenforceable provision as may be possible and be legal,
            valid and enforceable. In addition, the termination of this
            Agreement shall not affect any of the rights or obligations of
            either party arising prior to, or at the time of, the termination of
            this Agreement, or which may arise by any event causing the
            termination of this Agreement.

SECTION 15. NOTICES - Any notice required or permitted to be given under this
            Agreement shall be sufficient, if in writing and if sent by
            registered or certified mail, postage prepaid, or telecopier to:

            EMPLOYEE
            MICHAEL E. DELANEY
            1802 Tiffany Place
            Greensboro, NC 27408

      and to:
            UNIFI
            Attn: Charles F. McCoy

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            7201 W. Friendly Avenue (27410)
            P.O. Box 19109
            Greensboro, NC  27419-9109
            Fax: (336) 856-4364

SECTION 16. ASSIGNMENT - The rights and obligations of UNIFI under this
            Agreement shall inure to the benefit of and be binding upon its
            successors and assigns. The rights and obligations of EMPLOYEE under
            this Agreement shall inure to the benefit of and be binding upon his
            heirs, personal representative, successors and assigns. This
            Agreement may not be assigned or otherwise transferred voluntarily
            or involuntarily by EMPLOYEE.

SECTION 17. ARBITRATION - In the event of any differences of opinion or
            disputes, between EMPLOYEE and UNIFI, with respect to the
            construction or interpretation of this Agreement or the alleged
            breach thereof, which cannot be settled amicably by agreement of the
            Parties, such disputes shall be submitted to and determined by
            arbitration by a single arbitrator in the City of Greensboro, North
            Carolina, in accordance with the rules of the American Arbitration
            Association and judgment upon the award shall be final, binding and
            conclusive upon the Parties and may be entered in the highest court,
            state or federal, having jurisdiction.

SECTION 18. APPLICABLE LAW - This Agreement shall be interpreted and construed
            under the laws of North Carolina.

SECTION 19. ENTIRE AGREEMENT - This Agreement contains the entire agreement of
            the Parties and supersedes all prior agreements and understandings,
            oral or written, if any, relating to the EMPLOYEE'S employment and
            termination of employment with the Company, except that any
            Confidentiality Agreements that were previously executed by EMPLOYEE
            before or during the term of his employment with UNIFI remain in
            full force and effect. If there are any conflicts in the terms of
            this Agreement and such other Confidentiality Agreements, the terms
            of this Agreement shall control. This Agreement may not be changed
            or altered, except by an agreement in writing signed by the Party
            against whom enforcement of any waiver, change, modification,
            extension or discharge is sought.

SECTION 20. COUNTERPARTS. This Agreement may be executed in multiple
            counterparts, each of which shall be deemed an original for all
            purposes and all of which shall be deemed collectively to be one
            agreement, but in making proof hereof it shall be necessary to
            exhibit only one such counterpart.

SECTION 21. CONTINUING OBLIGATIONS. EMPLOYEE hereby agrees that he will execute
            from time to time after the Effective Date any and all such
            documents, agreements, instruments, certifications, consents,
            statements, waivers, and/or releases as UNIFI shall request as is
            necessary to implement and institute the intents and purposes of
            this Agreement. Additionally, EMPLOYEE acknowledges and agrees that
            UNIFI shall have the right to set off any obligations owed by
            EMPLOYEE to UNIFI against the Severance Payment and/or Monthly
            Payments

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            and other benefits granted to EMPLOYEE by UNIFI under the terms of
            this Agreement.

SECTION 22. EMPLOYEE'S RIGHT TO REVOKE - NOTWITHSTANDING OTHER PROVISIONS HEREIN
            TO THE CONTRARY, EMPLOYEE HAS THE RIGHT TO REVOKE THIS AGREEMENT AND
            ACCEPTANCE OF SEVERANCE PAY PROVIDED HEREIN WITHIN SEVEN (7) DAYS
            FROM THE DATE EMPLOYEE EXECUTES THIS AGREEMENT. TO EXERCISE THIS
            RIGHT TO REVOKE, EMPLOYEE MUST NOTIFY THE COMPANY IN WRITING OF HIS
            DECISION TO REVOKE AS SET FORTH IN SECTION 15 OF THIS AGREEMENT.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
their respective hands and seals as of the day and year first above written.

                            EMPLOYEE:

                            /S/ MICHAEL E. DELANEY                       (Seal)
                              -------------------------------------------
                                MICHAEL E. DELANEY

                            UNIFI, INC.

                            BY: /S/ CHARLES F. MCCOY
                                  ---------------------------------------------
                                    CHARLES F. MCCOY
                                    VICE PRESIDENT

                                       10
<PAGE>

                                   EXHIBIT "A"

                                   RESIGNATION

      Pursuant to the terms of an Agreement effective April 30, 2004, by and
between UNIFI, INC. (the "Company") (the terms of which Agreement are
incorporated herein by reference) and MICHAEL E. DELANEY ("EMPLOYEE"), EMPLOYEE
does hereby resign as an employee, officer, director, manager or from any other
positions of the Company and/or any of its subsidiaries or affiliates.

      This resignation is effective the 30th day of April, 2004.

                                   /S/ MICHAEL E. DELANEY                 (SEAL)
                                     -------------------------------------
                                       MICHAEL E. DELANEY

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