1 EXHIBIT 4.1 LOAN AGREEMENTLoan Agreement • May 3rd, 1999 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
RECITALSLoan Agreement • May 7th, 2001 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl
RECITALSLoan Agreement • November 3rd, 2000 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl
EXHIBIT 4.1 CREDIT AGREEMENT DATED AS OF JANUARY 31, 1996Credit Agreement • March 29th, 1996 • Superior Surgical Manufacturing Co Inc • Apparel & other finishd prods of fabrics & similar matl • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of July 1, 2021 (the “Effective Date”) by and between SUPERIOR GROUP OF COMPANIES, INC, a Florida corporation (the “Company”), and PHILIP KOOSED (“Employee”). Employee and the Company are each referred to herein as a “Party” and collectively as the “Parties.”
SUPERIOR GROUP OF COMPANIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS RESTRICTED STOCK AWARD, dated July 8, 2021 (the “Date of Grant”), is granted by Superior Group of Companies, Inc., a Florida corporation (the “Company”) to Jordan Alpert (the “Grantee”) pursuant to the Company’s 2013 Incentive Stock and Awards Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
SUPERIOR GROUP OF COMPANIES, INC. PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS PERFORMANCE SHARES AWARD (”Agreement”), dated July 1, 2021 (the “Date of Grant”), is granted by Superior Group of Companies, Inc., a Florida corporation (the “Company”) to Philip Koosed (the “Grantee”) pursuant to the Company’s 2013 Incentive Stock and Awards Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTSStock Purchase Agreement • July 12th, 2018 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
On May 2, 2018, the Superior Group of Companies, Inc., known at the time as Superior Uniform Group, Inc., (“the Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with CID Resources, Inc., a Delaware corporation (“CID”), CID Resources Holdings LLC, a Delaware limited liability company (the “Seller”), and certain of the equityholders of the Seller (such signatories, the “Equityholders”). Pursuant to the Purchase Agreement, the Company acquired all of the issued and outstanding common stock and Series A preferred stock of CID effective as of May 2, 2018. CID, headquartered in Coppell, Texas, manufactures medical uniforms, lab coats, and layers, and sells its products to specialty uniform retailers, ecommerce medical uniform retailers, and other retailers.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
This is a CHANGE IN CONTROL AGREEMENT (the “Agreement”) made as of July 8, 2021 (the “Effective Date”), by and between Superior Group of Companies, Inc., a Florida corporation (the “Company”) and Jordan Alpert, an individual resident of the State of Florida (the “Employee”).
RETENTION AGREEMENTRetention Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
This RETENTION AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2021 (the “Effective Date”), by and between Superior Group of Companies, Inc. (the “Company”) and Jordan Alpert (the “Employee”).
SUPERIOR GROUP OF COMPANIES, INC. AMENDED AND RESTATED PERFORMANCE SHARES AGREEMENTPerformance Shares Agreement • March 23rd, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS AMENDED AND RESTATED PERFORMANCE SHARES AWARD, dated July 1, 2021, amends, restates and replaces that certain PERFORMANCE SHARES AWARD, dated the 14th day of May, 2021 (the “Date of Grant”), granted by Superior Group of Companies, Inc., a Florida corporation (the “Company”) to Dominic Leide (the “Grantee”) pursuant to the Company’s 2013 Incentive Stock and Awards Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • November 28th, 2005 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS SEVERANCE PROTECTION AGREEMENT (the “Agreement”) made as of the 23rd day of November, 2005 (the “Effective Date”), by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (the “Company”), and ANDREW D. DEMOTT, JR., an individual resident of the State of Florida (the “Executive”).
SUPERIOR UNIFORM GROUP, INC. INCENTIVE STOCK OPTION AGREEMENT WITH VESTING PROVISIONSIncentive Stock Option Agreement • May 7th, 2013 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS INCENTIVE STOCK OPTION AGREEMENT, dated the ____ day of February 20__, is granted by Superior Uniform Group, Inc., a Florida corporation (the “Company”) to First Name Last Name (the “Optionee”) pursuant to the Company’s 2013 Incentive Stock and Awards Plan (the “Plan”).
CREDIT AGREEMENT Among: BRANCH BANKING AND TRUST COMPANY, a North Carolina banking corporation, as “Lender” and SUPERIOR UNIFORM GROUP, INC., a Florida corporation as “Borrower” and EACH OTHER LOAN PARTY FROM TIME TO TIME PARTY HERETO Dated: February...Credit Agreement • March 2nd, 2017 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
The Borrower hereby represents and warrants that the conditions specified in Section 4.02 of the Credit Agreement are satisfied.
AMENDED AND RESTATED REVOLVING LOAN AGREEMENTRevolving Loan Agreement • October 24th, 2011 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS AMENDED AND RESTATED REVOLVING LOAN AGREEMENT, dated as of the 25th day of August, 2011, (the “Loan Agreement” or “Agreement”), is made by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation, whose address is 10055 Seminole Boulevard, Seminole, FL 33772 (the “Borrower”), and FIFTH THIRD BANK, an Ohio corporation having an address of 201 East Kennedy Boulevard, Suite 1800, Tampa, Florida 33602 (the “Lender”).
RENEWAL REVOLVING CREDIT NOTE $15,000,000.00 Month Day Year March 27, 2001 Superior Uniform Group, Inc. 10099 Seminole Boulevard Seminole, Florida 33772-2539 (Hereinafter referred to as "Borrower") First Union National Bank 100 South Ashley Drive...Superior Uniform Group Inc • May 7th, 2001 • Apparel & other finishd prods of fabrics & similar matl
CONFIDENTIAL SUPERIOR GROUP OF COMPANIES, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 8th, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS RESTRICTED STOCK AWARD, dated _______________________ (the “Date of Grant”), is granted by Superior Group of Companies, Inc., a Florida corporation (the “Company”) to [NAME] (the “Grantee”) pursuant to the Company’s 2022 Equity Incentive and Awards Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
CONFIDENTIAL SUPERIOR GROUP OF COMPANIES, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • August 8th, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS AGREEMENT, by Superior Group of Companies, Inc., a Florida corporation (the “Company”), and [NAME], an employee of the Company or an Affiliate (the “Grantee”), sets forth the terms and conditions of the Stock Appreciation Rights award (“SAR”) granted to the Grantee pursuant to the Superior Group of Companies, Inc. 2022 Equity Incentive and Awards Plan (the “Plan”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings given to them in the Plan.
CONFIDENTIAL SUPERIOR GROUP OF COMPANIES, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 8th, 2022 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS INCENTIVE STOCK OPTION AGREEMENT, dated _______________________, is granted by Superior Group of Companies, Inc., a Florida corporation (the “Company”) to [NAME] (the “Grantee”) pursuant to the Company’s 2022 Equity Incentive and Awards Plan (the “Plan”).
NOTE MODIFICATION AGREEMENTNote Modification Agreement • April 30th, 2020 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Note Modification Agreement (“Agreement”) is made this 30 day of March, 2020, between SUPERIOR GROUP OF COMPANIES, INC. (“Borrower”), and TRUIST BANK (“Bank”), formerly known as Branch Banking and Trust Company, a North Carolina banking corporation, and successor by merger to SunTrust Bank.
AMENDMENT NUMBER FIVE TO THE SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENTNon-Compete Agreement • July 29th, 2020 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Amendment Number Five (the “Fifth Amendment”), by and between Superior Group of Companies, Inc., with its principal offices at 10055 Seminole Boulevard, Seminole, Florida 33772 (“Superior” or the “Company”), and Gerald M. Benstock (“Benstock”), is made as of November 2, 2019 (the “Fourth Amendment Effective Date”). Superior and Benstock may hereinafter each be referred to as a “Party,” or collectively as the “Parties.”
FIRST AMENDMENT TO LOAN AGREEMENT AND REVOLVING CREDIT NOTELoan Agreement • February 25th, 2011 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
This First Amendment to Loan Agreement and Revolving Credit Note, dated as of October 16, 2000 (“Amendment”), is entered into by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries and all Affiliates, as herein defined, “Borrower”), and FIRST UNION NATIONAL BANK, a national banking association (“Lender”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 8th, 2023 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 4, 2023 (this “Agreement”), is entered into by and among SUPERIOR GROUP OF COMPANIES, INC., a Florida corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and PNC BANK, NATIONAL ASSOCIATION in its capacities as Administrative Agent, Swingline Loan Lender and Issuing Lender.
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTSLoan Agreement • February 25th, 2011 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl
This Second Amendment to Loan Agreement and Other Loan Documents, dated as of March 27, 2001 (this “Amendment”), is entered into by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries and all Affiliates, as herein defined, “Borrower”), and FIRST UNION NATIONAL BANK, a national banking association (“Lender”).
AMENDMENT NUMBER THREE TO THE SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENTCompete Agreement • February 22nd, 2018 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl
This Amendment Number Three (the “Third Amendment”), by and between Superior Uniform Group, Inc., with its principal offices at 10055 Seminole Boulevard, Seminole, Florida 33772 (“Superior” or the “Company”), and Gerald M. Benstock (“Benstock”), is made as of November 2, 2017 (the “Third Amendment Effective Date”). Superior and Benstock may hereinafter each be referred to as a “Party,” or collectively as the “Parties.”
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTSCredit Agreement • May 6th, 2014 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (the “Amendment”) is made and entered as of May 1, 2014 (the “Second Amendment Effective Date”), and is by and among Fifth Third Bank, an Ohio banking corporation (“Lender”), Superior Uniform Group, Inc., a Florida corporation (“Borrower”), and Borrower’s Wholly Owned Subsidiaries, Fashion Seal Corporation, a Nevada corporation (“Fashion Seal”), and The Office Gurus, LLC, a Florida limited liability company (“TOG”). Borrower, Fashion Seal, TOG and each other Person becoming a Subsidiary Loan Party and a Guarantor at any time as provided in Sections 6.19 and 6.20 of the Credit Agreement (as herein defined), are each individually sometimes referred to herein as a “Loan Party” and collectively as the “Loan Parties”.
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • February 25th, 2011 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
This AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made as of the April 27, 2004, by and between WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as FIRST UNION NATIONAL BANK, (“Lender”) whose address is 10 South Jefferson Street – VA7391, Roanoke, Virginia 24011, and SUPERIOR UNIFORM GROUP, INC., a Florida corporation, (together with all Subsidiaries, as hereinafter defined, and all Affiliates, as hereinafter defined, (“Borrower”), with its principal executive offices located at, and having a mailing address of, 10055 Seminole Boulevard, Seminole, Florida 33772. This Amended and Restated Loan Agreement amends, supercedes, and restates in its entirety that certain Loan Agreement entered into by and between Lender and Borrower dated as of March 26, 1999, as amended by that certain First Amendment to Loan Agreement and Revolving Credit Note dated as of October 16, 2000, and as amended by that certain Second Amendment to Loan Agreement and Other Loan Documents dated as of March
NOTE MODIFICATION AGREEMENT Term Loans Obligor and Obligation No. 9661527819-90002Note Modification Agreement • April 30th, 2020 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Note Modification Agreement (“Agreement”) is made this 30 day of March, 2020, between SUPERIOR GROUP OF COMPANIES, INC. (“Borrower”), and TRUIST BANK (“Bank”), formerly known as Branch Banking and Trust Company, a North Carolina banking corporation, and successor by merger to SunTrust Bank.
AMENDMENT NUMBER TWO TO THE SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENTCompete Agreement • February 23rd, 2017 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl
This Amendment Number Two (the “Second Amendment”), by and between Superior Uniform Group, Inc., with its principal offices at 10055 Seminole Boulevard, Seminole, Florida 33772 (“Superior” or the “Company”), and Gerald M. Benstock (“Benstock”), is made as of November 8, 2016 (the “Second Amendment Effective Date”). Superior and Benstock may hereinafter each be referred to as a “Party,” or collectively as the “Parties.”
SEPARATION, GENERAL RELEASE AND NON-COMPETE AGREEMENTNon-Compete Agreement • December 21st, 2012 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
This Separation, General Release and Non-Compete Agreement (the “Agreement”) is entered into by and between Gerald M. Benstock, who resides at 3126 Tiffany Drive, Belleair Beach, FL 33786 (“Benstock”), and Superior Uniform Group, Inc., a Florida corporation with its principal offices at 10055 Seminole Boulevard, Seminole, Florida 33772 (“Superior”), this 17th day of December, 2012 (the “Effective Date”). Benstock and Superior each may be referred to as a “Party” or collectively as the “Parties”. The use of the “Company” shall mean Superior and its direct and indirect subsidiaries, affiliates, and divisions.
ASSET PURCHASE AGREEMENT by and among HPI DIRECT, INC., RICHARD J. SOSEBEE, KIRBY P. SIMS, JR., FREDERICK L. HILL, III, and SUPERIOR UNIFORM GROUP, INC. Dated as of July 1, 2013Asset Purchase Agreement • July 26th, 2013 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Delaware
This ASSET PURCHASE AGREEMENT is made and entered into as of July 1, 2013, by and among HPI DIRECT, INC., a Georgia corporation (the “Seller”), RICHARD J. SOSEBEE, KIRBY P. SIMS, JR., and FREDERICK L. HILL, III (each a “Shareholder” and collectively the “Shareholders”), and SUPERIOR UNIFORM GROUP, INC., a Florida corporation (“Buyer”).
NOTE MODIFICATION AGREEMENT Term Loans Obligor and Obligation No. 9661527819-00009Note Modification Agreement • April 30th, 2020 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Note Modification Agreement (“Agreement”) is made this 30 day of March, 2020, between SUPERIOR GROUP OF COMPANIES, INC. (“Borrower”), and TRUIST BANK (“Bank”), formerly known as Branch Banking and Trust Company, a North Carolina banking corporation, and successor by merger to SunTrust Bank.
EYELEVELINTERACTIVE, LLC LICENSE AND DISTRIBUTION AGREEMENT (FRACTIONAL FRANCHISE OFFERING)License and Distribution Agreement • December 21st, 2011 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Georgia
This License and Distribution Agreement (this “Agreement”) is entered into this [4th] day of [January], 2011 (the “Effective Date”) between EYELEVEL INTERACTIVE, LLC, a Georgia limited liability company (“Licensor”) and Superior Uniform Group, Inc., a Florida corporation (“Licensee” or “Distributor”). Licensor and Distributor may be referred to herein as a “Party” or collectively as the “Parties.”’
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • March 16th, 2005 • Superior Uniform Group Inc • Apparel & other finishd prods of fabrics & similar matl • Florida
This AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made as of the April 27, 2004, by and between WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as FIRST UNION NATIONAL BANK, (“Lender”) whose address is 10 South Jefferson Street – VA7391, Roanoke, Virginia 24011, and SUPERIOR UNIFORM GROUP, INC., a Florida corporation, (together with all Subsidiaries, as hereinafter defined, and all Affiliates, as hereinafter defined, (“Borrower”), with its principal executive offices located at, and having a mailing address of, 10055 Seminole Boulevard, Seminole, Florida 33772. This Amended and Restated Loan Agreement amends, supercedes, and restates in its entirety that certain Loan Agreement entered into by and between Lender and Borrower dated as of March 26, 1999, as amended by that certain First Amendment to Loan Agreement and Revolving Credit Note dated as of October 16, 2000, and as amended by that certain Second Amendment to Loan Agreement and Other Loan Documents dated as of March
BAMKO, LLC (f/k/a Prime Acquisition I, LLC) 11620 Wilshire Boulevard, Suite 360 Los Angeles, CA 90025 April 1, 2020Employment Agreement • July 29th, 2020 • Superior Group of Companies, Inc. • Apparel & other finishd prods of fabrics & similar matl
This Letter confirms the agreement between you and the Company that the Employment Agreement is amended to reduce your base salary payable thereunder. In furtherance of the foregoing and for good and valuable consideration the receipt of which is hereby acknowledged, effective as of the date of this Letter, Section 4.1 of the Employment Agreement is hereby amended to reduce your current base salary payable under the Employment Agreement to $120,000.00 per annum, payable in accordance with the Company’s customary payroll practices (the “Base Salary Reduction”) and all references to base salary in the Employment Agreement shall mean such amount. Any subsequent revisions, revocations or modifications to the Base Salary Reduction shall be only as you and the Company may agree in writing after the date of this Letter, provided that the Company agrees to in good faith re-evaluate the Base Salary Reduction promptly following the one-year anniversary of the effective date of this Letter.
