Schedule 4(d)
1. Vesting /Exercisability. Except as provided below, the options
would not become exercisable until January 1 , 2006.
(a) Earnings. If the Company's reported audited earnings for
any fiscal year 1997 through 1999 equal or exceed $1.50 per share, the
options would become exercisable five business days after the Company
makes a public announcement of such earnings. (The Committee would have
the discretion to determine appropriate treatment for extraordinary items,
accounting changes or substantial changes (including additional equity
offerings) to the Company's capital structure.)
(b) Death, Disability, Retirement. If the employee's
employment terminates on account of death, disability or retirement after
reaching age 65, his options will become immediately exercisable.
(c) Limitations on Exercise. Before the holder of an option
granted pursuant to this plan may exercise such option, such holder must
first provide five (5) business days notice to Culp of the holder's
intention to make such exercise, including the number of shares as to
which the holder intends to exercise an option and the proposed date of
the exercise. Upon receiving such notice, Culp will make a determination
of the amount of applicable employee remuneration that would be
attributable to the holder upon such exercise under the provisions of
Section 162(m) of the Internal Revenue Code of 1986, as amended (or any
successor provision) ("Section 162(m)"). If the amount of applicable
employee remuneration attributable to the holder under Section 162(m) upon
the proposed exercise, together with all other applicable employee
remuneration attributable to the holder for Culp's tax year in which the
exercise is proposed to be made, exceeds the amount of applicable employee
remuneration attributable to the holder that would be deductible by Culp
under the provisions of Section 162(m), then Culp will notify the holder,
on or before the proposed date of exercise specified in the holder's
notice, of the maximum number of shares as to which the holder may
exercise an option and not exceed the amount of applicable employee
remuneration that would be deductible by Culp under Section 162(m), and
the holder's exercise shall be limited to an exercise with respect to such
maximum number of shares. Further, if after the exercise of options under
the plan the maximum amount of deductible applicable employee remuneration
(as determined under Section 162(m)) has been received by or attributed to
the holder of such options for Culp's current tax year, then any other
applicable employee remuneration payable or to be paid during the same tax
year by Culp to such holder pursuant to any agreement, plan or arrangement
will not be paid to the holder during such tax year, but will be deferred
and paid to such holder during the period beginning three months after the
beginning of Culp's following tax year and ending four months after the
beginning of such tax year. It is the intention of these provisions to
limit the amount of shares as to which a holder of options under this plan
may exercise options in any tax year to an amount that, when considered
together with all other compensation received by the holder from Culp
during such year, will not cause any compensation to be paid or attributed
to such holder to be nondeductible to Culp pursuant to the provision of
Section 162(m).
1. Duration of Options. Once the options become exercisable, they
remain exercisable until December 31, 2006; provided, however, that if the
holder of options hereunder is prevented from exercising options because of
the provisions of paragraph 1(c) above, the period during which such options
may be exercised shall be extended by such period of time as is necessary to
allow the holder to exercise all such options in compliance with paragraph
1(c), except that in no case will any options remain exercisable after
December 31, 2011.
2. Forfeiture/ Early Termination of Options. If the employee's
employment is terminated for cause, the option expires upon termination;
otherwise, the option expires three (3) months after termination of
employment.
Exhibit 4.1
CULP, INC.
1997 PERFORMANCE-BASED OPTION PLAN
1. Purpose of Plan. The 1997 Performance-Based Option Plan (the
"Plan") is intended to increase the incentive for participants to contribute
to the success of Culp, Inc. and its subsidiaries ("Culp") and to reward them
for their contribution to that success.
2. Shares Subject to Plan. The options granted under this Plan will
be options to acquire shares of Culp's common stock $.05 par value. The
maximum number of shares that may be issued pursuant to this Plan is 106,000.
3. Administration of Plan. The Compensation Committee (the
"Committee") of Culp's Board of Directors will administer the Plan. Except to
the extent permitted under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, during the year prior to commencement of service on the
Committee, the Committee members will not have participated in or received
securities under, and while serving and for one year after serving on the
Committee, such members shall not receive securities under or be eligible for
selection as persons to whom shares may be transferred or to whom stock
options may be granted under, the Plan or any other discretionary plan of
Culp (or an affiliate of Culp) under which participants are entitled to
acquire shares, stock options or stock appreciation rights of Culp (or an
affiliate of Culp).
The Committee, in addition to any other powers granted to it hereunder,
shall have the powers, subject to the expressed provisions of the Plan:
(a) in its discretion, to determine the Employees (defined in
Section 4(a) hereof) to receive options, the times when options shall
be granted, the times when options may be exercised, the number of
shares to be subject to each option, and any restrictions on the
transfer or ownership of shares purchased pursuant to an option;
(b) to prescribe, amend and repeal rules and regulations of
general application relating to the Plan;
(c) to construe and interpret the Plan;
(d) to require of any person exercising an option granted
under the Plan, at the time of such exercise, the execution of any
paper or making or 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;
(e) to amend stock options previously granted and outstanding,
but no amendment to any such agreement shall be made without the
consent of the optionee if such amendment would adversely affect the
rights of the optionee under his stock option agreement; and no
amendment shall be made to any stock option agreement that would cause
the inclusion therein of any term or provision inconsistent with the
Plan; and
(f) to make all other determinations necessary or advisable
for the administration of the Plan. Determinations of the Committee
with respect to the matters referred to in this section shall be
conclusive and binding on all persons eligible to participate under the
Plan and their legal representatives and beneficiaries. The Committee
shall have full authority to act with respect to the participation of
any Employee, and nothing in the Plan shall be construed to be in
derogation of such authority.
The Committee may designate selected Committee members or employees of
Culp to assist the Committee in the administration of the Plan and may grant
authority to such persons to execute documents, including options, on behalf
of the Committee, subject in each such case to the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.
Decisions and determinations of the Committee on all matters relating
to the Plan shall be in its sole discretion and shall be conclusive. No
member of the Committee, nor any person authorized to act on behalf of the
Committee, shall be liable for any action taken or decision made in good
faith relating to the Plan or any award thereunder.
1. Grant of Option to Employees.
(a) Employees to Whom Options May Be Granted. The Committee
may grant an option to any employee of Culp who is a corporate officer
or who is determined by the Committee to be a key manager ("Employee").
In determining which Employees will be granted an option, the Committee
shall consider the duties of the Employees, their present and potential
contributions to the success of Culp, and such other factors as the
Committee deems relevant in connection with accomplishing the purposes
of the Plan.
(b) Number of Shares. The Committee may grant to an Employee
an option to purchase such number of shares as the Committee may chose.
(c) Exercise Price. The exercise price with respect to each
option granted hereunder will be $1.00 per share.
(d) Date of Grants: Term of Options. By April 1, 1997, the
Committee will grant to Employees hereunder options to purchase 106,000
shares, all of which options will be on the terms specified on Schedule
4(d) attached hereto.
1. Exercise. An option granted hereunder may be exercised as to
part or all of the shares covered thereby. During the participant's lifetime,
only the participant or his legal guardian may exercise an option granted to
the participant. If a participant dies prior to the expiration date of an
option granted to him, without having exercised his option as to all of the
shares covered thereby, the option may be exercised 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.
2. Payment of Exercise Price. The exercise price will be payable
upon exercise of the option to purchase shares. Payment of the exercise price
shall be made in cash or, to the extent permitted by the Committee and as set
forth in the Memorandum of Option, with shares of Culp common stock, valued
at the fair market value on the date of exercise, delivered to or withheld by
Culp at the time of exercise.
3. Transferability. No option granted hereunder may be transferred
by the participant except by will or by the laws of descent and distribution,
upon the death of the participant.
4. Memorandum of Option. The Committee will deliver to each
participant to whom an option is granted a Memorandum of Option, stating the
terms of the option.
5. Capital Adjustments. The number of shares of common stock
covered by each outstanding option granted under the Plan, 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 Culp.
6. Amendment or Discontinuance. The Plan may be amended, altered or
discontinued by the Board of Directors of Culp. No termination or amendment
of the Plan shall materially and adversely affect any rights or obligations
of the holder of an option theretofore granted under the Plan without his
consent.
7. Effect of the Plan. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an option to purchase common stock of Culp or any other
rights hereunder except as may be expressly granted by the Committee and
evidenced by a Memorandum of Option described in Section 8.
8. Effectiveness of the Plan: Duration. The Plan shall be effective
upon the approval of the Plan by the Board of Directors of Culp, but the Plan
shall be subject to approval by the vote of the holders of a majority of the
shares of stock of Culp entitled to vote. The Committee shall grant options
as contemplated in Section 4(d) before submission of the Plan to the
shareholders for their approval, but if such approval is not obtained within
twelve months of the approval by the Board of Directors, then the Plan shall
terminate and any options theretofore granted shall be void. No options may
be granted under this Plan except the initial grants as contemplated in
Section 4(d).
Schedule 4(d)
1. Vesting /Exercisability. Except as provided below, the options
would not become exercisable until January 1 , 2006.
(a) Earnings. If the Company's reported audited earnings for
any fiscal year 1997 through 1999 equal or exceed $1.50 per share, the
options would become exercisable five business days after the Company
makes a public announcement of such earnings. (The Committee would have
the discretion to determine appropriate treatment for extraordinary items,
accounting changes or substantial changes (including additional equity
offerings) to the Company's capital structure.)
(b) Death, Disability, Retirement. If the employee's
employment terminates on account of death, disability or retirement after
reaching age 65, his options will become immediately exercisable.
(c) Limitations on Exercise. Before the holder of an option
granted pursuant to this plan may exercise such option, such holder must
first provide five (5) business days notice to Culp of the holder's
intention to make such exercise, including the number of shares as to
which the holder intends to exercise an option and the proposed date of
the exercise. Upon receiving such notice, Culp will make a determination
of the amount of applicable employee remuneration that would be
attributable to the holder upon such exercise under the provisions of
Section 162(m) of the Internal Revenue Code of 1986, as amended (or any
successor provision) ("Section 162(m)"). If the amount of applicable
employee remuneration attributable to the holder under Section 162(m) upon
the proposed exercise, together with all other applicable employee
remuneration attributable to the holder for Culp's tax year in which the
exercise is proposed to be made, exceeds the amount of applicable employee
remuneration attributable to the holder that would be deductible by Culp
under the provisions of Section 162(m), then Culp will notify the holder,
on or before the proposed date of exercise specified in the holder's
notice, of the maximum number of shares as to which the holder may
exercise an option and not exceed the amount of applicable employee
remuneration that would be deductible by Culp under Section 162(m), and
the holder's exercise shall be limited to an exercise with respect to such
maximum number of shares. Further, if after the exercise of options under
the plan the maximum amount of deductible applicable employee remuneration
(as determined under Section 162(m)) has been received by or attributed to
the holder of such options for Culp's current tax year, then any other
applicable employee remuneration payable or to be paid during the same tax
year by Culp to such holder pursuant to any agreement, plan or arrangement
will not be paid to the holder during such tax year, but will be deferred
and paid to such holder during the period beginning three months after the
beginning of Culp's following tax year and ending four months after the
beginning of such tax year. It is the intention of these provisions to
limit the amount of shares as to which a holder of options under this plan
may exercise options in any tax year to an amount that, when considered
together with all other compensation received by the holder from Culp
during such year, will not cause any compensation to be paid or attributed
to such holder to be nondeductible to Culp pursuant to the provision of
Section 162(m).
1. Duration of Options. Once the options become exercisable, they
remain exercisable until December 31, 2006; provided, however, that if the
holder of options hereunder is prevented from exercising options because of
the provisions of paragraph 1(c) above, the period during which such options
may be exercised shall be extended by such period of time as is necessary to
allow the holder to exercise all such options in compliance with paragraph
1(c), except that in no case will any options remain exercisable after
December 31, 2011.
2. Forfeiture/ Early Termination of Options. If the employee's
employment is terminated for cause, the option expires upon termination;
otherwise, the option expires three (3) months after termination of
employment.
Exhibit 5
Robinson, Bradshaw & Hinson, P.A.
Attorneys at Law
101 North Tryon Street, Suite 1900 South Carolina Office
Charlotte, North Carolina 28246 The Guardian Building
223 E. Main Street,
Telephone (704) 377-2536 Suite 600
Fax (704) 378-4000 Post Office Drawer 12070
Rock Hill, S.C. 29731
Telephone (803) 325-2900
Fax (803) 325-2929
April 25, 2001
Culp, Inc.
101 South Main Street
Post Office Box 2686
High Point, North Carolina 27261-2686
Re: Registration Statement on Form S-8 of Culp, Inc.
Ladies and Gentlemen:
We have served as counsel to Culp, Inc., a North Carolina corporation
(the "Company"), in connection with the preparation by the Company of a
registration statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, relating to the offer and sale of up to 106,000 shares of the
Company's common stock, $.05 par value per share (the "Shares"), to be issued
by the Company pursuant to the Culp, Inc. 1997 Performance-Based Option Plan
(the "Plan"), and associated rights to purchase Series A Participating
Preferred Stock of the Company (the "Rights") issued pursuant to a Rights
Agreement, dated as of October 8, 1999 (the "Rights Agreement") between the
Company and Equiserve Trust Company, N.A., as Rights Agent.
We have examined the Plan, the Rights Agreement, the Articles of
Incorporation of the Company and the amendments thereto listed as exhibits to
the Registration Statement (the "Charter"), the Restated and Amended Bylaws
of the Company listed as an exhibit to the Registration Statement (the
"Bylaws"), and such other corporate and other documents and records and
certificates of public officials as we have deemed necessary or appropriate
for the purposes of this opinion.
We have assumed (i) the authority and genuineness of all signatures,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents submitted to us as originals, and (iv) the conformity to authentic
original documents of all documents submitted to us as certified, conformed
or photostatic copies.
Based upon the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
1. The Shares, if and when originally issued and sold by the
Company pursuant to the terms and conditions of the Plan, and upon payment of
the consideration, if any, payable therefor pursuant to the Plan, will be
legally issued, fully paid and nonassessable and will represent validly
authorized and outstanding shares of common stock of the Company.
2. The Rights associated with the Shares, if and when originally
issued by the Company pursuant to the terms and conditions of the Rights
Agreement, will be validly issued, fully paid and nonassessable, and will be
valid and binding obligations of the Company.
We have assumed that the Company and those officers and employees that
may receive options to purchase Shares under the Plan will have complied with
the relevant requirements of the Plan and that all prescribed filings with
regulatory authorities, including any stock exchanges having jurisdiction,
will be effected in accordance with their respective requirements and that
the approvals of such regulatory authorities, including any stock exchanges
having jurisdiction, will have been granted prior to the issuance of any of
the Shares or Rights.
The opinions expressed herein are contingent upon the Registration
Statement becoming effective under the Securities Act of 1933 and the
Charter, Bylaws and Rights Agreement not being further amended prior to the
issuance of the Shares or Rights.
The foregoing opinions are limited to the laws of the State of North
Carolina, and we express no opinion with respect to the laws of any other
state or jurisdiction.
Culp, Inc.
April 25, 2001
Page 2
- -----------------------
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Robinson, Bradshaw & Hinson, P.A.
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Culp, Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Culp, Inc. of our report dated May 31, 2000, except for note 17
to the consolidated financial statements, as to which the date is February
19, 2001, relating to the consolidated balance sheets of Culp, Inc. and
subsidiary as of April 30, 2000 and May 2, 1999, (as restated), and the
related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year period ended April 30, 2000 (as
restated for the years ended May 2, 1999 and May 3, 1998), which report
appears in the April 30, 2000 annual report on Form 10-K/A of Culp, Inc.
As discussed in note 17 to the consolidated financial statements, the company
has restated its previously issued 2000, 1999 and 1998 consolidated financial
statements.
/s/ KPMG LLP
Charlotte, North Carolina
April 25, 2001
Exhibit 24.1
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 27th day of February, 2001.
/s/ Robert T. Davis
------------------------------
Robert T. Davis
Exhibit 24.2
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 7th day of March, 2001.
/s/ H. Bruce English
------------------------------
H. Bruce English
Exhibit 24.3
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 19th day of March, 2001.
/s/ Patrick B. Flavin
------------------------------
Patrick B. Flavin
Exhibit 24.4
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 26th day of February, 2001.
/s/ Patrick H. Norton
------------------------------
Patrick H. Norton
Exhibit 24.5
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 1st day of March, 2001.
/s/ Earl N. Phillips
------------------------------
Earl N. Phillips
Exhibit 24.6
POWER OF ATTORNEY
THE UNDERSIGNED director of Culp, Inc. (the "Company") hereby appoints
Phillip W. Wilson and Kathy J. Hardy and each of them singly, as the
undersigned's lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange Commission
(the "Commission") (i) a registration statement on Form S-8 pursuant to the
Securities Act of 1933, as amended (the "Act"), for the purpose of
registering 106,000 shares of the Company's common stock, $.05 par value per
share ("Common Stock"), to be issued upon the exercise of options granted
under the Culp, Inc. 1997 Performance-Based Option Plan (the "1997 Plan") and
the associated rights to purchase preferred stock ("Rights") to be issued
upon the exercise of such options pursuant to the Rights Agreement, dated as
of October 8, 1999 (the "Rights Agreement") between the Company and Equiserve
Trust Company, N.A., as Rights Agent, (ii) a registration statement on Form
S-8 pursuant to the Act for the purpose of registering an additional 350,000
shares of Common Stock to be issued upon the exercise of options granted
under the Culp, Inc. 1993 Stock Option Plan (the "1993 Plan") and the
associated Rights to be issued upon the exercise of such options pursuant to
the Rights Agreement, (iii) any and all amendments, including post-effective
amendments, and exhibits to such registration statements, and (iv) any and
all applications or other documents to be filed with the Commission or
otherwise pertaining to such registration statements or amendments, with full
power and authority to take or cause to be taken all other actions that in
the judgment of such appointed person(s) may be necessary or appropriate to
effect the registration under the Act of the shares of the Company's Common
Stock offered or to be offered pursuant to the 1997 Plan and the 1993 Plan
and the associated Rights.
EXECUTED on the 26th day of February, 2001.
/s/ Judith C. Walker
------------------------------
Judith C. Walker
