Sample Business Contracts

Severance Agreement - Collins & Aikman Automotive Holding GmbH and Brian Batey

Sponsored Links

                               SEVERANCE AGREEMENT


Collins & Aikman Automotive Holding GmbH

represented by its Managing Director Thomas E. Evans

                                              - hereinafter called "Company" -


Mr. Brain Batey

residing at [...]
                                              - hereinafter called "Mr. Batey" -

                                    SECTION 1

1.1.     The parties agree that all service and employment relationships between
         Mr. Batey and the Company or any of the other entities of Collins &
         Aikman Corp. shall expire with the effect of 28 February 2002.

1.2.     Mr. Batey shall resign as Managing Director of the Company as well as
         of any other entity of Collins & Aikman Corp. he is appointed as
         Managing Director or any other position as legal representative by the
         signing date of this contract.



                                    SECTION 2
                                SEVERANCE PAYMENT

2.1.     Pursuant to sections 9 and 10 of the Act Against Unlawful Dismissal Mr.
         Batey shall receive a severance payment of GBP 350,000 gross to
         compensate him for the loss of his job. Any taxes regarding the
         aforementioned payments shall be borne by Mr. Batey.

2.2.     Additionally the Company shall pay Mr. Batey voluntary pension
         contributions in the total amount of euro 31,060 net off income tax
         pursuant to the INPDAI Pension Scheme for Managers in Italy.

2.3.     All payments shall be made by 15 March 2002, but not before the
         competent tax authorities has given binding information to the Company
         on the legal obligation of the withholding taxes from this payments
         (Lohnsteueranfrage). The Parties acknowledge that they will cooperate
         in achieving the aforesaid binding information of the competent tax
         authorities. In the case the German tax authorities find withholding
         taxes to be paid, the agreement will need to be re-negotiated.

                                    SECTION 3
                          REFERENCE AND SERVICE RECORDS

3.1.     Mr. Batey shall receive a qualified reference ("qualifiziertes
         Zeugnis") after signing this agreement.

3.2.     Upon expiration of his service contract, Mr. Batey's service records
         (tax card, social security book), which have been duly filled out,
         shall be returned to him.

                                    SECTION 4

         The Company shall pay Mr. Batey any unused vacation entitlement for the
         years 2001 and 2002 21.5 days.


                                    SECTION 5
                           CONFIDENTIALITY OBLIGATION

5.1.     Mr. Batey shall keep strictly confidential any business and trade
         secrets, in particular any confidential information, know how,
         technology, business and/or market information and processes, formulae,
         packaging, manufacturing processes and methods and organization,
         customer documents and lists, orders, invoices, pricing methods, sales,
         technical documents even after his service contract expires. This
         obligation also applies towards former colleagues.

5.2.     Pursuant to Section 5 Federal Data Protection Act ("BDSG") Mr. Batey is
         also obliged to keep any data secret. Accordingly, he is not permitted
         to use, pass on or make available any protected personal data other
         than for the rightful purpose for which it was intended. Pursuant to
         Section 44 Federal Data Protection Act any violation of this obligation
         is an offence.

5.3.     Violations of this provision are considered to be a major breach of
         contract as well as of the service contract and of this separation
         agreement. In case of a breach of contract Mr. Batey is obliged to pay
         a contractual penalty of up to an amount of three months' gross wages.
         Where violations continue, the contractual penalty will be due with
         every month the violation continues. Additional claims for damages
         shall remain unaffected.

                                    SECTION 6
                           PROHIBITION OF COMPETITION

6.1.     Mr. Batey shall be obliged to honour the post-contractual prohibition
         of competition pursuant to section 10 of the service contract between
         Mr. Batey and the Company of 7 June 2000 but he may be allowed to work
         for a competitor in a non-related business with prior written consent
         at the sole discretion of the Company not to be unreasonably withheld.

6.2.     The parties agree that the compensation for the post-contractual
         non-competition obligation pursuant to section 10.4 of the service
         contract of 7 June 2000 amounts to GBP 150,000, which is payable in 12
         equal monthly parts, starting at the end of March 2002 and any taxes
         will be bore by Mr Batey. This amount of pay will split and paid in 12
         equal monthly instalments of euro 12,911.42 (equals to euro 154,937)
         in Italy and GBP 4,753.17 (equals to GBP 57,038) in the UK.


                                    SECTION 7
                                COMPANY DOCUMENTS

7.1.     Mr. Batey shall return any documents, articles, keys, credit cards and
         equipment belonging to the Company on immediately after signing this

7.2.     At the same time Mr. Batey recognises that he is obliged to delete any
         stored data and information he may have received during his service
         relationship if this has not already been returned with the other
         documents and articles pursuant to paragraph 7.1.

7.3      Mr. Batey is entitled to acquire the company IBM PC, type <...>, and
         printer, type <...>, he had been using during his service relationship,
         for the fair market value. This fair market value will be announced by
         the company on Mr. Batey's request. He has to declare within 14 days
         following the signing of this agreement whether he likes to acquire the
         IBM-PC and the printer. If Mr. Batey does not declare to acquire the
         IBM-PC and printer during the aforementioned notice period, he has to
         return both items immediately after this notice period expires. Mr.
         Batey shall be entitled to acquire the IBM-PC and printer after he had
         returned the respective company PC to have it checked by the EDP-staff
         for any remaining data and documents relating to the company.

7.4      Mr. Batey has no legal basis for claiming a right of retention to any
         of these articles and documents.

                                    SECTION 8
                                   COMPANY CAR

8.1.     Mr. Batey is obliged to return the company car in good and working
         order and the car documents and car keys which were made available to
         him to <name of recipient> at the place of business by, at the latest,
         28 February 2003. This private use of the company car shall be granted
         to Mr. Batey as an additional severance pay (sec.2.1.). Mr. Batey has
         no legal basis for claiming a right of retention to the company car.
         All costs and taxes arising from the use of the company car between
         February 2002 and February 2003 shall be borne by Mr. Batey.


8.2.     Mr. Batey is entitled to acquire the company car for a fair market
         value. He shall be entitled to do so until the return date stipulated
         in paragraph 8.1 above.

8.3      The parties agree that a fair market value of the company car amounts
         to Euro 33,000 by 28 February 2002. Mr. Batey agrees to acquire the
         company car by signing this severance agreement. Furthermore, the
         parties agree that the fair market value price of Euro 33,000 shall be
         reduced to Euro 25,000 to compensate Mr. Batey for the private use of
         the company car granted to him until 28 February 2003 in paragraph 8.1
         as an additional severance payment added to the severance payment in
         paragraph 2.1.

8.4      Any taxes regarding the private use of the company car shall be borne
         by Mr. Batey.

                                    SECTION 9
                                  STOCK OPTIONS

         The parties acknowledge that Mr. Batey has received from Collins &
         Aikman Corporation 33,334 stock options that are vested and another
         33,333 stock options that will be vested on August 2002. The parties
         agree that Mr. Batey will be entitled to exercise these stock options
         under the applicable Collins & Aikman Corporation Option Agreement
         pursuant to the 1994 Employee Stock Option Plan, dated August 1, 2000
         and the said 1994 Employee Stock Option Plan of Collins & Aikman
         Corporation. The parties acknowledge that these stock options are
         subject only to the Collins & Aikman Corporation Stock Option Agreement
         of 1 Augsut 2000 and the said 1994 Employee Stock Option Plan and are
         governed under the laws of theses agreements.

                                   SECTION 10

         The managing Director undertakes for a period of one year from the date
         of expiry (2 February 2002), not to employ, offer to employ or solicit
         the employment, of any person just before the date of termination was
         as a managing director, executive employee, employee or adviser of a
         group company of Collins & Aikman and with whom the managing director


         worked together in the 12 months prior to the date of expiry (whether
         or not such person would commit any breach of the employment agreement
         by legal service of the company).

                                   SECTION 11
                              SETTLEMENT OF CLAIMS

         The parties agree that with the fulfilment of the above-mentioned
         obligations and the proper termination of the service relationship in
         conformity with the terms of this agreement, any claims to which Mr.
         Batey may presently be entitled under the terms of his service contract
         and as a result of its termination - irrespective of the legal grounds
         on which such claims are based, be they known or unknown -, are hereby
         settled. All payments under this agreement are granted under the
         precondition that the Company does not get aware of any criminal
         offences or irregularities relating to his duties under his service
         relationship with the Collins & Aikman Group within a period of one
         year following expiry date. Thus, in such case no further payments
         under this contract and the service contract shall be made. In addition
         Mr. Batey has to remit all payments made under this agreement

                                   SECTION 12
                                SALVATORY CLAUSE

         Should any clause of this agreement be invalid, this shall not affect
         the validity of the remaining clauses. The parties undertake to replace
         the invalid clause with a valid clause coming closest to the original,
         but invalid clause.

              2002, this 6 day of March 2002, this 6 day of March

----------------------------------------          -----------------------------
Collins & Aikman Automotive Holding GmbH          Brian Batey
represented by the Managing Director
Thomas E. Evans