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Stock Repurchase Agreement

This is an actual contract by Alba Waldensian.
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Sectors: Manufacturing
Effective Date: December 29, 1995
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EXHIBIT 10


STATE OF NORTH CAROLINA


COUNTY OF HAYWOOD


STOCK REPURCHASE AGREEMENT


THIS STOCK REPURCHASE AGREEMENT is made and entered into this 29th day of December, 1995, by and between WELLCO ENTERPRISES, INC., a North Carolina corporation with its principal office and place of business at 150 Westwood Circle, Waynesville, North Carolina, and hereinafter referred to as the "Company"; and CLYDE Wm. ENGLE, hereinafter referred to individually as "Engle"; and the undersigned corporate signators to this Agreement, hereinafter referred to collectively as "The Coronet Group".


W I T N E S S E T H :


WHEREAS, The Coronet Group are stockholders of the Company and as of the date of this Agreement collectively beneficially own a total of 535,424 shares of the Company's presently outstanding 884,806 shares of common stock; and


WHEREAS, the Company is authorized to repurchase said shares held by The Coronet Group pursuant to the provisions of N.C.G.S. Section 55-6-31(a); and


WHEREAS, the Company has received from Interstate/Johnson Lane, Inc., of Charlotte, North Carolina an opinion that the entering into of this transaction is fair from a financial point of view to the common shareholders of the Company, and has given notification of this transaction to the American Stock Exchange as required by the rules and regulations of said Exchange; and


WHEREAS, the Board of Directors of Company has determined that the repurchase of 510,424 shares of the Company's stock from The Coronet Group in accordance with the terms of this Agreement is in the best interest of the Company and its common shareholders; and


WHEREAS, The Coronet Group are willing to sell said 510,424 shares of the Company's stock in accordance with the terms of this Agreement;


WHEREAS, the corporate signators to this Agreement from The Engle Group are as follows: (I) WELLCO HOLDINGS COMPANY, a Illinois corporation, which beneficially owns the Company's stock which is the subject of this Agreement;


(ii) RDIS Corporation, a Delaware corporation, of which Engle owns more than 50% of its outstanding stock and itself is the parent corporation of SUNSTATES CORPORATION;


(iii) SUNSTATES CORPORATION, a Delaware corporation, which is the parent corporation of NORMANDY INSURANCE AGENCY, INC., an Illinois insurance corporation;


(iv) NORMANDY INSURANCE AGENCY, INC., a Illinois corporation, which is the parent corporation of CORONET INSURANCE COMPANY, an Illinois corporation;


(v) CORONET INSURANCE COMPANY, an Illinois insurance corporation, which is the parent corporation of WELLCO HOLDINGS COMPANY, an Illinois corporation;


(vi) TELCO CAPITAL CORPORATION, a Delaware corporation, which owns a majority of the equity interest in HICKORY FURNITURE COMPANY, a Delaware corporation; and


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(vii) HICKORY FURNITURE COMPANY, a Delaware corporation, which owns a majority of the equity interest in WISCONSIN REAL ESTATE INVESTMENT TRUST, a Wisconsin business trust;


Attached hereto as Exhibit "A" are the respective direct beneficial owners of the Company's stock which is the subject of this Agreement and which will receive the payments to be made by the Company under this Agreement. By signing of this Agreement, each of these named owners agree that all the consideration paid by the Company will be to LaSalle National Bank as payment to each of them;


NOW THEREFORE, the Company and The Coronet Group (by their respective corporate signatures hereinafter affixed enter into this Agreement) and subject to the following terms and conditions, hereby agree as follows:
1. The Company hereby repurchases from The Coronet Group and The Coronet Group hereby sells to the Company, FIVE HUNDRED TEN THOUSAND FOUR HUNDRED AND TWENTY FOUR (510,424) shares of the Company's stock currently owned by The Coronet Group at a purchase price of $10,346,753.00 ($20.2709 per share), payment to be made by a cash payment of $5,460,205.00 and transfer by Company of the Company's 400,000 shares of the outstanding common stock of Alba-Waldensian, Inc., a Delaware corporation, at an agreed upon price of $4,886,548.00 (consisting of the Company's initial cash cost of $4,250,000, the cost of acquisition of $224,786, a return on this investment of $357,983, and the cumulative accounting loss recorded by the Company of its equity share of the losses of Alba through September 30, 1995 of $53,779), to the respective owners of the Company's stock purchased hereunder as reflected on Exhibit "A"
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