Culp, Inc./Robert G. Culp, III Schedule 13D/A
 

SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements filed pursuant to Rule 13d-1(a)
And Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Culp, Inc.
 
(Name of Issuer)
Common Stock, Par Value $0.05 per share
 
(Title of Class of Securities)
230215 10 5
 
(CUSIP Number)
Robert G. Culp, III
P.O. Box 2686, 1823 Eastchester Drive, High Point, North Carolina 27265
(336) 889-5161
 
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 20, 2007
 
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

                     
CUSIP No.
 
230215 10 5 
  Page  
  of   

 

           
1   NAMES OF REPORTING PERSONS:

Robert G. Culp, III
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  N/A
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United States
       
  7   SOLE VOTING POWER:
     
NUMBER OF   2,267,520
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   558,770
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    1,708,750
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  2,267,520
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  18.06%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN

2


 

PRELIMINARY STATEMENT
     This Amendment No. 4 (this “Amendment”) amends the Schedule 13D (the “Initial Statement”) filed by Robert G. Culp, III (the “Reporting Person”) with the Securities and Exchange Commission on November 7, 1989, as amended on or about December 15, 1993, January 3, 1994 and February 4, 1997, with respect to the shares (the “Shares”) of common stock, par value $0.05 per share, of Culp, Inc., a North Carolina corporation (the “Issuer”). This Amendment reports the disposition of 300,000 Shares held by the Robert G. Culp, Jr. Family Trust (the “Trust”). Such shares were sold by the subtrusts of the Trust for the benefit of Judith Culp Walker (the Reporting Person’s sister) and Harry R. Culp (the Reporting Person’s brother). The Reporting Person has the sole power to vote and shares the power to dispose or direct the disposition of the Shares held by the Trust.
     The following items of the Initial Statement, as amended, are hereby amended and restated as follows.
Item 1.      Security and Issuer.
     This Amendment relates to the Shares. The principal executive offices of the Issuer are located at 1823 Eastchester Drive, High Point, North Carolina 27265.
Item 2.      Identity and Background.
     This Statement is filed by the Reporting Person. The business address of the Reporting Person is 1823 Eastchester Drive, High Point, North Carolina 27265. The Reporting Person is Chairman of the Board and Chief Executive Officer of the Issuer. During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that, as a result, subjects or subjected him to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States.
Item 3.      Source and Amount of Funds or Other Consideration.
     N/A
Item 4.      Purpose of Transaction.
     Any Shares that the Reporting Person has acquired since the date of filing of the last amendment to the Initial Statement were acquired in connection with the grant of stock options and were acquired for investment purposes. The Reporting Person has no plans or proposals that relate to or would result in any of the changes or transactions enumerated in subsections (a) – (j) of Item 4 of the General Instructions for Complying with Schedule 13D.
Item 5.      Interest in Securities of the Issuer.
     (a) As of April 20, 2007, the Reporting Person reports beneficial ownership of 2,267,520 Shares, or approximately 18.06% of the outstanding Shares, which includes 103,250 immediately exercisable stock options beneficially owned by the Reporting Person. For purposes of this Statement, “immediately exercisable” means options that are currently exercisable or that will become exercisable within 60 days of April 20, 2007 (See Item 6). The number of Shares reported does not include 67,356 Shares held of record by Susan B. Culp (the Reporting Person’s wife). Pursuant to Rule 13d-4, the Reporting Person disclaims beneficial ownership of the Shares held by his wife.
     (b) The Reporting Person has sole voting power with respect to 2,267,520 Shares and the sole power to dispose of 558,770 Shares. Of the 2,267,520 Shares beneficially owned by the Reporting Person, 1,708,750 Shares are held of record by Atlantic Trust Company, N.A., as Trustee of the Trust, which holds the Shares in three subtrusts for the benefit of the Reporting Person, Judith Culp Walker (the Reporting Person’s sister) and Harry R.

3


 

Culp (the Reporting Person’s brother), respectively. Under the terms of the Trust, the Reporting Person has the sole power to vote or direct the voting of all Shares held by the Trust, but the Reporting Person shares with the Trustee the power to dispose or direct the disposition of those Shares.
     (c) On April 20, 2007, 300,000 Shares were sold by the subtrusts of the Trust for the benefit of Judith Culp Walker and Harry R. Culp in two privately negotiated transactions. All share ownership numbers reported in this Amendment take into account these sales. Other than this specified transaction, the Reporting Person has not effected any transactions in the Shares during the past 60 days.
     (d) The Trustee of the Trust has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, 1,708,750 of the 2,267,520 Shares beneficially owned by the Reporting Person.
     (e) Not applicable.
Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
     The terms of the Robert G. Culp, Jr. Family Trust give sole voting power to the Reporting Person and joint dispositive power to the Reporting Person and the Trustee, as more particularly described in Item 5(b).
     The Reporting Person owns 103,250 immediately exercisable stock options, which are more particularly described as follows:
     (1) On December 16, 1997, the Issuer granted to the Reporting Person an option to purchase 15,000 Shares at $20.25 per share pursuant to the Culp, Inc. 1993 Stock Option Plan. Such option terminates on December 15, 2007 unless sooner terminated due to the Reporting Person’s death, disability or termination of employment.
     (2) On September 14, 1998, the Issuer granted to the Reporting Person an option to purchase 30,000 Shares at $7.625 per share pursuant to the Culp, Inc. 1993 Stock Option Plan. Such option terminates on September 13, 2008 unless sooner terminated due to the Reporting Person’s death, disability or termination of employment.
     (3) On June 28, 1999, the Issuer granted to the Reporting Person an option to purchase 8,000 Shares at $9.125 pursuant to the Culp, Inc. 1993 Stock Option Plan. Such option terminates on June 27, 2009 unless sooner terminated due to the Reporting Person’s death, disability or termination of employment.
     (4) On June 21, 2002, the Issuer granted to the Reporting Purchase an option to purchase 12,000 Shares at $13.99 per share pursuant to the Culp, Inc. 2002 Stock Option Plan. Such option terminates on June 20, 2007.
     (5) On June 17, 2003, the Issuer granted to the Reporting Person an option to purchase 12,000 Shares at $6.61 per share pursuant to the Culp, Inc. 2002 Stock Option Plan. Such option terminates on June 16, 2008.
     (6) On June 15, 2004, the Issuer granted to the Reporting Person an option to purchase 15,000 Shares at $7.13 per share pursuant to the Culp, Inc. 2002 Stock Option Plan. Such option terminates on June 14, 2009. Of these options, 11,250 are immediately exercisable.
     (7) On October 3, 2005, the Issuer granted to the Reporting Person an option to purchase 30,000 Shares at $4.59 per share pursuant to the Culp, Inc. 2002 Stock Option Plan. Such option terminates on October 2, 2010. Of these options, 7,500 are immediately exercisable.
     (8) On June 14, 2006, the Issuer granted to the Reporting Person options to purchase 30,000 Shares at $4.52 per share pursuant to the Culp, Inc. 2002 Stock Option Plan. The options terminate on June 13, 2011. Of these options, 7,500 are immediately exercisable.

4


 

Item 7.      Material to be filed as Exhibits.
The following documents are attached to this Amendment as Exhibits:
         
        Page on Which
Exhibit   Document   Exhibit Appears
 
       
I
  Memorandum of Option for 15,000 Shares (Date of grant: December 16, 1997)   E-1
 
       
J
  Memorandum of Option for 30,000 Shares (Date of grant: September 14, 1998)   E-5
 
       
K
  Memorandum of Option for 8,000 Shares (Date of grant: June 28, 1999)   E-9
 
       
L
  Memorandum of Option for 12,000 Shares (Date of grant: June 21, 2002)   E-13
 
       
M
  Memorandum of Option for 12,000 Shares (Date of grant: June 17, 2003)   E-16
 
       
N
  Memorandum of Option for 15,000 Shares (Date of grant: June 15, 2004)   E-19
 
       
O
  Memorandum of Option for 30,000 Shares (Date of grant: October 3, 2005)   E-22
 
       
P
  Memorandum of Option for 30,000 Shares (Date of grant: June 14, 2006)   E-25
[Intentionally Left Blank]

5


 

SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
         
Date: April 24, 2007
  Signature:   /s/ Robert G. Culp, III
 
       

6

Exhibit I
 

Exhibit I
MEMORANDUM OF OPTION
(NON-QUALIFIED STOCK OPTION)
     This memorandum of option evidences the grant of an option to Robert G. Culp (“Employee”) pursuant to the Culp, Inc., 1993 Stock Option Plan (the “Plan”). This memorandum also describes the terms and conditions of the option.
     1. Grant of Option. Culp, Inc. (the “Corporation”) hereby grants to the Employee an option to purchase 15,000 shares of the Corporation’s common stock, $.05 par value, at a price of $20.25 per share. This option is granted as of December 16, 1997.
     2. Term.
          (a) Normal Term The term of this option commences on December 16, 1997, and terminates on December 15, 2007; provided, however, that the option may be terminated earlier as provided below; and provided below.
          (b) Early Termination The option will terminate upon any of the following events:
     (i) Death. The option will terminate three months after the death of the Employee who dies while employed by the Corporation or one of its subsidiaries.
     (ii) Disability. The option will terminate three months after the Employee’s employment with the Corporation and its subsidiaries terminated on account of the Employee’s disability.
     (iii) Termination of Employment. The option will terminate three months after the date the Employee’s employment with the Corporation and its subsidiaries terminates for any reason other than death or disability.
     3. Payment of Exercise Price. The exercise price will be payable in full upon exercise of the option to purchase shares. Payment of the exercise price may be made in cash, or with shares of Culp common stock, valued at the fair market value on the date of exercise.
     4. Transferability. The option may not be transferred by the Employee, except upon the Employee’s death, by will or by the laws of descent and distribution.
     5. Exercise. This option may not be exercised until December 16, 1998. During the Employee’s lifetime, only the Employee or the Employee’s legal guardian may exercise the option. If the Employee dies prior to the expiration date of this option, without having exercised his option as to all of the shares covered thereby, the option may be exercised, to the extent of the shares with respect to which the option could have been exercised on the date of the Employee’s death, by the estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Employee.
     The option shall be exercised by delivery to the Corporation of a Notice of Exercise in the form attached to this memorandum of option.

E-1


 

     6. Administration of Plan. The Plan is administered by a Committee appointed by the Corporation’s Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding options, and to require of any person exercising this option, at the time of such exercise, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall, in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State.
     This option is granted pursuant to the Plan and is subject to the terms thereof.
     7. Capital Adjustments The number of shares of common stock covered by this option, and the option price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split or share combination, and will be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Corporation.
     8. Rights as a Shareholder. The Employee, or a transferee of any option, shall have no rights as a shareholder with respect to any shares subject to this option until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in paragraph 7 hereof.
     9. Non-qualified Stock Option. This option does not qualify for treatment for federal income tax purposes as an “incentive stock option,” as that term is defined by Section 422 of the Internal Revenue Code. For federal income tax purposes, this option is treated as a non-qualified stock option. Thus, exercise of this option is not subject to the incentive stock option rules.
Note: The Employee should consult his/her own tax adviser concerning the tax treatment of this option.

E-2


 

     To evidence their agreement to the terms and conditions of this option, the Corporation and the Employee have signed this memorandum of option.
         
 
CORPORATION:


CULP, INC.

 
 
  By:   /s/Kenneth M. Ludwig    
       
       
 
         
  EMPLOYEE:
 
 
  /s/Robert G. Culp, III    
     
     
 

E-3


 

Notice of Exercise
     I,                      (Name) hereby exercise the option granted to me on                      (Date of Option) and elect to purchase                      (Number) shares of the common stock of Culp, Inc., on or after                      (Date of Exercise), at the option price of $                     per share.
     I agree to provide Culp, Inc. with such other documents and representations as it deems appropriate, pursuant to the option.
     
 
   
Date
  Signature
 
   
 
   
 
  Social Security Number
 
   
 
   
 
  Street Address
 
   
 
   
 
  City           State           Zip
(This exercise notice, along with the amount due, should be sent to Teresa Huffman, Manager of Compensation and Benefits)

E-4

Exhibit J
 

Exhibit J
MEMORANDUM OF OPTION
     This memorandum of option evidences the grant of an option to Robert G. Culp, III (“Employee”) pursuant to the Culp, Inc., 1993 Stock Option Plan (the “Plan”). This memorandum also describes the terms and conditions of the option.
     1. Grant of Option. Culp, Inc. (the “Corporation”) hereby grants to the Employee an option to purchase 30,000 shares of the Corporation’s common stock, $.05 par value, at a price of $7.625 per share. This option is granted as of September 14, 1998.
     2. Term.
     (a) Normal Term. The term of this option commences on September 14, 1998, and terminates on September 13, 2008; provided, however, that the option may be terminated earlier as provided below.
     (b) Early Termination. The option will terminate upon any of the following events:
     (i) Death. The option will terminate three months after the death of the Employee who dies while employed by the Corporation or one of its subsidiaries.
     (ii) Disability. The option will terminate three months after the Employee’s employment with the Corporation and its Subsidiaries terminates on account of the Employee’s disability.
     (iii) Termination of Employment. The option will terminate three months after the date the Employee’s employment with the Corporation and its subsidiaries terminates for any reason other than death or disability.
     3. Payment of Exercise Price. The exercise price will be payable in full upon exercise of the option to purchase shares. Payment of the exercise price may be made in cash, or with shares of Culp common stock, valued at the fair market value on the date of exercise.
     4. Transferability. The option may not be transferred by the Employee, except upon the Employee’s death by will or by the laws of descent and distribution.
     5. Vesting. The Options are not vested as of the date of the grant. On September 14, 1999, an Option to purchase 6,000 [20%] shares will become vested. The remaining Options will vest as follows:
         
September 14, 2000
  6,000 [20%] shares
September 14, 2001
  6,000 [20%] shares
September 14, 2002
  6,000 [20%] shares
September 14, 2003
  6,000 [20%] shares
     No Option will vest after the date the Employee’s employment with the Corporation and its subsidiaries terminates.

E-5


 

     Any Option that does not vest will be forfeited.
     6. Exercise. Each Option represented hereby may be exercised beginning on the date it vests pursuant to paragraph 5 hereof, and each Option remains exercisable until it terminates pursuant to paragraph 2. During the Employee’s lifetime, only the Employee may exercise the option. If the Employee dies prior to the expiration date of this option, without having exercised his option as to all of the shares covered thereby, the option may be exercised, to the extent of the shares with respect to which the option could have been exercised on the date of the Employee’s death, by the estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Employee.
     The option shall be exercised by delivery to the Corporation of a Notice of Exercise in the form attached to this memorandum of option.
     7. Administration of Plan. The Plan is administered by a Committee appointed by the Corporation’s Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding options, and to require of any person exercising this option, at the time of such exercise, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall, in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State.
     This option is granted pursuant to the Plan and is subject to the terms thereof.
     8. Capital Adjustments. The number of shares of common stock covered by this option, and the option price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split or share combination, and will be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Corporation.
     9. Rights as a Shareholder. The Employee, or a transferee of any option, shall have no rights as a shareholder with respect to any shares subject to this option until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in paragraph 7 hereof.
     10. Non-qualified Stock Option. This option does not qualify for treatment for federal income tax purposes as an “incentive stock option,” as that term is defined by Section 422 of the Internal Revenue Code. For federal income tax purposes, this option is treated as a non-qualified stock option. Thus, exercise of this option is not subject to the incentive stock option rules.
Note: The Employee should consult his own tax adviser concerning the tax treatment of this Option.

E-6


 

     To evidence their agreement to the terms and conditions of this option, the Corporation and the Employee have signed this memorandum of option.
         
  CORPORATION:


Culp, Inc.

 
 
  By:   /s/Kenneth M. Ludwig    
       
       
 
         
  EMPLOYEE:
 
 
  /s/Robert G. Culp, III    
     
     
 

E-7


 

Notice of Exercise
     I,                      (Name) hereby exercise the option granted to me on                      (Date of Option) and elect to purchase                      (Number) shares of the common stock of Culp, Inc., at the option price of $                     per share.
     I agree to provide the Corporation with such other documents and representations as it deems appropriate, pursuant to the option.
         
 
       
Date
      First           Middle Initial              Last
 
       
 
       
 
      Social Security Number
 
       
 
  Home Address    
 
       
 
      Street
 
       
 
       
 
      City           State           Zip
(This exercise notice, along with the amount due, should be sent to Ken Ludwig, Senior Vice President, Human Resources.)

E-8

Exhibit K
 

Exhibit K
MEMORANDUM OF OPTION
(NON-QUALIFIED STOCK OPTION)
     This memorandum of option evidences the grant of an option to Robert G. Culp, III (“Employee”) pursuant to the Culp, Inc., 1993 Stock Option Plan (the “Plan”). This memorandum also describes the terms and conditions of the option.
     1. Grant of Option. Culp, Inc. (the “Corporation”) hereby grants to the Employee an option to purchase 8,000 shares of the Corporation’s common stock, $.05 par value, at a price of $9.125 per share. This option is granted as of June 28, 1999.
     2. Term.
     (a) Normal Term. The term of this option commences on June 28, 1999, and terminates on June 27, 2009; provided, however, that the provided option may be terminated earlier as provided below; and provided below.
     (b) Early Termination. The option will terminate upon any of the following events:
     (i) Death. The option will terminate three months after the death of the Employee who dies while employed by the Corporation or one of its subsidiaries.
     (ii) Disability. The option will terminate three months after the Employee’s employment with the Corporation and its subsidiaries terminates on account of the Employee’s disability.
     (iii) Termination of Employment. The option will terminate three months after the date the Employee’s employment with the Corporation and its subsidiaries terminates for any reason other than death or disability.
     3. Payment of Exercise Price. The exercise price will be payable in full upon exercise of the option to purchase shares. Payment of the exercise price may be made in cash, or with shares of Culp common stock, valued at the fair market value on the date of exercise.
     4. Transferability. The option may not be transferred by the Employee, except upon the Employee’s death, by will or by the laws of descent and distribution.
     5. Exercise. This option may not be exercised until June 28, 2000. During the Employee’s lifetime, only the Employee or the Employee’s legal guardian may exercise the option. If the Employee dies prior to the expiration date of this option, without having exercised his option as to all of the shares covered thereby, the option may be exercised, to the extent of the shares with respect to which the option could have been exercised on the date of the Employee’s death, by the estate or a person who acquired the right to exercise the option by bequest or inheritance or by reason of the death of the Employee.
     The option shall be exercised by delivery to the Corporation of a Notice of Exercise in the form attached to this memorandum of option.

E-9


 

     6. Administration of Plan. The Plan is administered by a Committee appointed by the Corporation’s Board of Directors. The Committee has the authority to construe and interpret the Plan, to make rules of general application relating to the Plan, to amend outstanding options, and to require of any person exercising this option, at the time of such exercise, the execution of any paper or the making of any representation or the giving of any commitment that the Committee shall, in its discretion, deem necessary or advisable by reason of the securities laws of the United States or any State, or the execution of any paper or the payment of any sum of money in respect of taxes or the undertaking to pay or have paid any such sum that the Committee shall, in its discretion, deem necessary by reason of the Internal Revenue Code or any rule or regulation thereunder, or by reason of the tax laws of any State.
     This option is granted pursuant to the Plan and is subject to the terms thereof.
     7. Capital Adjustments. The number of shares of common stock covered by this option, and the option price thereof, will be subject to an appropriate and equitable adjustment, as determined by the Committee, to reflect any stock dividend, stock split or share combination, and will be subject to such adjustment as the Committee may deem appropriate to reflect any exchange of shares, recapitalization, merger, consolidation, separation, reorganization, liquidation or the like, of or by the Corporation.
     8. Rights as a Shareholder. The Employee, or a transferee of any option, shall have no rights as a shareholder with respect to any shares subject to this option until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in paragraph 7 hereof.
     9. Non-qualified Stock Option. This option does not qualify for treatment for federal income tax purposes as an “incentive stock option,” as that term is defined by Section 422 of the Internal Revenue Code. For federal income tax purposes, this option is treated as a non-qualified stock option. Thus, exercise of this option is not subject to the incentive stock option rules.
     Note: The Employee should consult his/her own tax adviser concerning the tax treatment of this option.

E-10


 

     To evidence their agreement to the terms and conditions of this option, the Corporation and the Employee have signed this memorandum of option.
         
  CORPORATION:


CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
       
       
 
         
  EMPLOYEE:
 
 
  /s/Robert G. Culp, III    
     
     
 

E-11


 

Notice of Exercise
     I,                      (Name) hereby exercise the option granted to me on                      (Date of Option) and elect to purchase                      (Number) shares of the common stock of Culp, Inc., on or after                      (Date of Exercise), at the option price of $                     per share.
     I agree to provide Culp, Inc. with such other documents and representations as it deems appropriate, pursuant to the option.
     
 
   
Date
  Signature
 
   
 
   
 
  Social Security Number
 
   
 
   
 
  Street Address
 
   
 
   
 
  City           State           Zip
(This exercise notice, along with the amount due, should be sent to Teresa Huffman, Manager of Compensation and Benefits)

E-12

Exhibit L
 

Exhibit L
CULP, INC.
OPTION AGREEMENT
     Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Culp, Inc. (the “Company”) to the undersigned individual. Capitalized terms used but not otherwise defined herein shall have the same meanings given them in the Culp, Inc. 2002 Stock Option Plan (the “Plan”). The terms of the Option are as follows:
     Optionee: Robert G. Culp, III (the “Optionee”)
     Option Grant Date: June 21, 2002
     Vesting Commencement Date: June 21, 2003
     Exercise Price: $13.99 per share
     Number of Option Shares: 12,000 shares of Common Stock
     Option Expiration Date: June 20, 2007
     Type of Option: Non-Qualified Stock Option
     Vesting Schedule:   June 21, 2003: 3,000 shares (25%); June 21, 2004: 3,000 shares (50%); June 21, 2005: 3,000 shares (75%); June 21, 2006: 3,000 shares (100%).
     Option Subject to Plan. The Optionee acknowledges and agrees that this Option is subject to the terms and conditions of the Plan, which are incorporated herein by reference. The Optionee hereby acknowledges that he or she has previously been provided with a copy of the Plan.
     Exercise of Option. This Option shall be exercisable in one or more installments in accordance with the Vesting Schedule set forth above and the Plan. This Option must be exercised by signing and delivering to the Company an Option Exercise Form, a copy of which may be obtained from the Company.
     TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
     Additional Terms Applicable to an Incentive Option. If this Option is designated as an Incentive Option above, the following terms and conditions shall apply:

E-13


 

     (a) During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death.
     (b) This Option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this Option is exercised for one or more Option Shares more than three months after the date the Optionee ceases to be an Employee for any reason other than death or Permanent Disability or more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of death or Permanent Disability.
     (c) No installment under this Option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined as of the date of grant)of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective dates of grant) of any earlier installments of the Common Stock and any other securities for which this Option or any other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this Option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Qualified Option.
     (d) Should the exercisability of this Option be accelerated, then this Option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which this Option first becomes exercisable in the calendar year in which the acceleration occurs does not, when added to the aggregate value (determined as of the respective dates of grant) of the Common Stock or other securities for which this Option or one or more other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other Option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the Option may nevertheless be exercised for the excess shares in such calendar year as a Non-Qualified Option.
     (e) Should the Optionee hold, in addition to this Option, one or more other Options to purchase Common Stock which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such Options as Incentive Options shall be applied on the basis of the order in which such Options are granted.
     No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee to terminate the Optionee’s Service at any time for any reason, with or without cause.

E-14


 

DATED: July 8, 2002.
         
  CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
    Kenneth M. Ludwig   
    Senior Vice President   
 
         
  OPTIONEE
 
 
  /s/Robert G. Culp, III    
     
     
 

E-15

Exhibit M
 

Exhibit M
CULP, INC.
OPTION AGREEMENT
     Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Culp, Inc. (the “Company”) to the undersigned individual. Capitalized terms used but not otherwise defined herein shall have the same meanings given them in the Culp, Inc. 2002 Stock Option Plan (the “Plan”). The terms of the Option are as follows:
     Optionee: Robert G. Culp, III (the “Optionee”)
     Option Grant Date: June 17, 2003
     Vesting Commencement Date: June 17, 2004
     Exercise Price: $6.61 per share
     Number of Option Shares: 12,000 shares of Common Stock
     Option Expiration Date: June 16, 2008
     Type of Option: Non-Qualified Stock Option
     Vesting Schedule: June 17, 2004: 3,000 shares (25%); June 17, 2005: 3,000 shares (50%); June 17, 2006: 3,000 shares (75%); June 17, 2007: 3,000 shares (100%).
     Option Subject to Plan. The Optionee acknowledges and agrees that this Option is subject to the terms and conditions of the Plan, which are incorporated herein by reference. The Optionee hereby acknowledges that he or she has previously been provided with a copy of the Plan.
     Exercise of Option. This Option shall be exercisable in one or more installments in accordance with the Vesting Schedule set forth above and the Plan. This Option must be exercised by signing and delivering to the Company an Option Exercise Form, a copy of which may be obtained from the Company.
     TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
     Additional Terms Applicable to an Incentive Option. If this Option is designated as an Incentive Option above, the following terms and conditions shall apply:
     (a) During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death.
     (b) This Option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this Option is exercised for one or more Option Shares more than

E-16


 

three months after the date the Optionee ceases to be an Employee for any reason other than death or Permanent Disability or more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of death or Permanent Disability.
     (c) No installment under this Option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective dates of grant) of any earlier installments of the Common Stock and any other securities for which this Option or any other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this Option shall nevertheless become’ exercisable for the excess shares in such calendar year as a Non-Qualified Option.
     (d) Should the exercisability of this Option be accelerated, then this Option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which this Option first becomes exercisable in the calendar year in which the acceleration occurs does not, when added to the aggregate value (determined as of the respective dates of grant) of the Common Stock or other securities for which this Option or one or more other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other Option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the Option may nevertheless be exercised for the excess shares in such calendar year as a Non-Qualified Option.
     (e) Should the Optionee hold, in addition to this Option, one or more other Options to purchase Common Stock which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such Options as Incentive Options shall be applied on the basis of the order in which such Options are granted.
     No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee to terminate the Optionee’s Service at any time for any reason, with or without cause.

E-17


 

DATED: June 17, 2003.
         
  CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
    Kenneth M. Ludwig   
    Senior Vice President   
 
         
  OPTIONEE
 
 
  /s/Robert G. Culp, III    
     
     
 

E-18

Exhibit N
 

Exhibit N
CULP, INC.
OPTION AGREEMENT
     Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Culp, Inc. (the “Company”) to the undersigned individual. Capitalized terms used but not otherwise defined herein shall have the same meanings given them in the Culp, Inc. 2002 Stock Option Plan (the “Plan”). The terms of the Option are as follows:
     Optionee: Robert G. Culp, III (the “Optionee”)
     Option Grant Date: June 15, 2004
     Vesting Commencement Date: June 15, 2005
     Exercise Price: $7.13 per share
     Number of Option Shares: 15,000 shares of Common Stock
     Option Expiration Date: June 14, 2009
     Type of Option: Non-Qualified Stock Option
     Vesting Schedule:   June 15, 2005: 3,750 shares (25%); June 15, 2006: 3,750 shares (50%); June 15, 2007: 3,750 shares (75%); June 15, 2008: 3,750 shares (100%).
     Option Subject to Plan. The Optionee acknowledges and agrees that this Option is subject to the terms and conditions of the Plan, which are incorporated herein by reference. The Optionee hereby acknowledges that he or she has previously been provided with a copy of the Plan.
     Exercise of Option. This Option shall be exercisable in one or more installments in accordance with the Vesting Schedule set forth above and the Plan. This Option must be exercised by signing and delivering to the Company an Option Exercise Form, a copy of which may be obtained from the Company.
     TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
     Additional Terms Applicable to an Incentive Option. If this Option is designated as an Incentive Option above, the following terms and conditions shall apply:

E-19


 

     (f) During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death.
     (g) This Option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this Option is exercised for one or more Option Shares more than three months after the date the Optionee ceases to be an Employee for any reason other than death or Permanent Disability or more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of death or Permanent Disability.
     (h) No installment under this Option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective dates of grant) of any earlier installments of the Common Stock and any other securities for which this Option or any other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this Option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Qualified Option.
     (i) Should the exercisability of this Option be accelerated, then this Option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which this Option first becomes exercisable in the calendar year in which the acceleration occurs does not, when added to the aggregate value (determined as of the respective dates of grant) of the Common Stock or other securities for which this Option or one or more other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other Option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the Option may nevertheless be exercised for the excess shares in such calendar year as a Non-Qualified Option.
     (j) Should the Optionee hold, in addition to this Option, one or more other Options to purchase Common Stock which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such Options as Incentive Options shall be applied on the basis of the order in which such Options are granted.
     No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee to terminate the Optionee’s Service at any time for any reason, with or without cause.

E-20


 

DATED: June 16, 2004.
         
  CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
    Kenneth M. Ludwig   
    Senior Vice President   
 
         
  OPTIONEE
 
 
  /s/Robert G. Culp, III    
     
     
 

E-21

Exhibit O
 

Exhibit O
CULP, INC.
OPTION AGREEMENT
     Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Culp, Inc. (the “Company”) to the undersigned individual. Capitalized terms used but not otherwise defined herein shall have the same meanings given them in the Culp, Inc. 2002 Stock Option Plan (the “Plan”). The terms of the Option are as follows:
     Optionee: Robert G. Culp, III (the “Optionee”)
     Option Grant Date: October 3, 2005
     Vesting Commencement Date: October 3, 2006
     Exercise Price: $4.59 per share
     Number of Option Shares: 30,000 shares of Common Stock
     Option Expiration Date: October 2, 2010
     Type of Option: Non-Qualified Stock Option
     Vesting Schedule:   October 3, 2006: 7,500 shares (25%); October 3, 2007: 7,500 shares (50%); October 3, 2008: 7,500 shares (75%); October 3, 2009: 3,750 shares (100%).
     Option Subject to Plan. The Optionee acknowledges and agrees that this Option is subject to the terms and conditions of the Plan, which are incorporated herein by reference. The Optionee hereby acknowledges that he or she has previously been provided with a copy of the Plan.
     Exercise of Option. This Option shall be exercisable in one or more installments in accordance with the Vesting Schedule set forth above and the Plan. This Option must be exercised by signing and delivering to the Company an Option Exercise Form, a copy of which may be obtained from the Company.
     TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
     Additional Terms Applicable to an Incentive Option. If this Option is designated as an Incentive Option above, the following terms and conditions shall apply:

E-22


 

     (k) During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death.
     (l) This Option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this Option is exercised for one or more Option Shares more than three months after the date the Optionee ceases to be an Employee for any reason other than death or Permanent Disability or more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of death or Permanent Disability.
     (m) No installment under this Option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective dates of grant) of any earlier installments of the Common Stock and any other securities for which this Option or any other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this Option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Qualified Option.
     (n) Should the exercisability of this Option be accelerated, then this Option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which this Option first becomes exercisable in the calendar year in which the acceleration occurs does not, when added to the aggregate value (determined as of the respective dates of grant) of the Common Stock or other securities for which this Option or one or more other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other Option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the Option may nevertheless be exercised for the excess shares in such calendar year as a Non-Qualified Option.
     (o) Should the Optionee hold, in addition to this Option, one or more other Options to purchase Common Stock which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such Options as Incentive Options shall be applied on the basis of the order in which such Options are granted.
     No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee to terminate the Optionee’s Service at any time for any reason, with or without cause.

E-23


 

DATED: October 3, 2005.
         
  CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
    Kenneth M. Ludwig   
    Senior Vice President   
 
         
  OPTIONEE
 
 
  /s/Robert G. Culp, III    
     
     
 

E-24

Exhibit P
 

Exhibit P
CULP, INC.
OPTION AGREEMENT
     Notice is hereby given of the following option grant (the “Option”) to purchase shares of Common Stock of Culp, Inc. (the “Company”) to the undersigned individual. Capitalized terms used but not otherwise defined herein shall have the same meanings given them in the Culp, Inc. 2002 Stock Option Plan (the “Plan”). The terms of the Option are as follows:
     Optionee: Robert G. Culp, III (the “Optionee”)
     Option Grant Date: June 14, 2006
     Vesting Commencement Date: June 14, 2007
     Exercise Price: $4.52 per share
     Number of Option Shares: 30,000 shares of Common Stock
     Option Expiration Date: June 13, 2011
     Type of Option: Non-Qualified Stock Option
     Vesting Schedule:   June 14, 2007: 7,500 shares (25%); June 14, 2008: 7,500 shares (50%); June 14, 2009: 7,500 shares (75%); June 14, 2010: 7,500 shares (100%).
     Option Subject to Plan. The Optionee acknowledges and agrees that this Option is subject to the terms and conditions of the Plan, which are incorporated herein by reference. The Optionee hereby acknowledges that he or she has previously been provided with a copy of the Plan.
     Exercise of Option. This Option shall be exercisable in one or more installments in accordance with the Vesting Schedule set forth above and the Plan. This Option must be exercised by signing and delivering to the Company an Option Exercise Form, a copy of which may be obtained from the Company.
     TRANSFER RESTRICTIONS. THE OPTIONEE HEREBY ACKNOWLEDGES AND AGREES THAT THIS OPTION IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SPECIFIED IN THE PLAN.
     Additional Terms Applicable to an Incentive Option. If this Option is designated as an Incentive Option above, the following terms and conditions shall apply:

E-25


 

     (p) During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Optionee’s death.
     (q) This Option shall cease to qualify for favorable tax treatment as an Incentive Option if (and to the extent) this Option is exercised for one or more Option Shares more than three months after the date the Optionee ceases to be an Employee for any reason other than death or Permanent Disability or more than twelve (12) months after the date the Optionee ceases to be an Employee by reason of death or Permanent Disability.
     (r) No installment under this Option shall qualify for favorable tax treatment as an Incentive Option if (and to the extent) the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which such installment first becomes exercisable hereunder would, when added to the aggregate value (determined as of the respective dates of grant) of any earlier installments of the Common Stock and any other securities for which this Option or any other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be exceeded in any calendar year, this Option shall nevertheless become exercisable for the excess shares in such calendar year as a Non-Qualified Option.
     (s) Should the exercisability of this Option be accelerated, then this Option shall qualify for favorable tax treatment as an Incentive Option only to the extent the aggregate Fair Market Value (determined as of the date of grant) of the Common Stock for which this Option first becomes exercisable in the calendar year in which the acceleration occurs does not, when added to the aggregate value (determined as of the respective dates of grant) of the Common Stock or other securities for which this Option or one or more other Incentive Options granted to the Optionee prior to the date of grant (whether under the Plan or any other Option plan of the Company or any Parent or Subsidiary) first become exercisable during the same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in the calendar year of such acceleration, the Option may nevertheless be exercised for the excess shares in such calendar year as a Non-Qualified Option.
     (t) Should the Optionee hold, in addition to this Option, one or more other Options to purchase Common Stock which become exercisable for the first time in the same calendar year as this Option, then the foregoing limitations on the exercisability of such Options as Incentive Options shall be applied on the basis of the order in which such Options are granted.
     No Employment or Service Contract. Nothing in this Notice or in the Plan shall confer upon the Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee to terminate the Optionee’s Service at any time for any reason, with or without cause.

E-26


 

DATED: June 14, 2006.
         
  CULP, INC.
 
 
  By:   /s/Kenneth M. Ludwig    
    Kenneth M. Ludwig   
    Senior Vice President   
 
         
  OPTIONEE
 
 
  /s/Robert G. Culp, III    
     
     
 

E-27