Change in Control Agreement - Collins & Aikman Products Co. and John D. Moose
June 30, 1995
Mr. John D. Moose
306 Southerland Court
Durham, North Carolina 27712
Dear John:
This is to confirm my previous discussions with you relating to your
employment with Collins & Aikman Products Co. In the event your employment is
terminated by the company without cause prior to or on June 30, 1996, then the
company will be obligated to pay severance to you in an amount equal to your
base salary then in effect for the period remaining between the date of
termination and June 30, 1997. In the event your employment is terminated by the
company without cause after June 30, 1996 while you are a member of the
company's Operating Committee, then the company will be obligated to pay
severance to you in accordance with company policy and practices regarding
involuntary termination of employment of a member of the Operating Committee.
Such amount will be paid either in a lump sum or on a periodic basis in
accordance with normal pay practice, as determined by the Compensation Board. If
the company terminates your employment for cause, you will receive your unpaid
base salary accrued to the date on which your employment terminates. For
purposes of this letter, "cause" means (1) fraud or misappropriation with
respect to the business of the company or an affiliate of the company or
intentional material damage to the property or business of the company or an
affiliate of the company, (2) willful failure by you to perform your duties and
responsibilities and to carry out your authority, (3) willful malfeasance or
misfeasance or breach of fiduciary duties or representations to the company or
its stockholders or affiliates, (4) willful failure to act in accordance with
any specific lawful instructions of a majority of the Board of Directors of the
company, or (5) you are convicted of a felony. Of course, if you voluntarily
terminate your employment at any time, the company's obligation to you is the
same as if the termination were for cause.
This letter does not alter your existing "change in control"
arrangement with the company; however, the severance obligations contained
herein are not payable in the event that the "change in control" payment under
that arrangement is made. This letter does not create an employment contract or
affect the right of the company to terminate your employment at any time without
notice.
Sincerely,
/s/Thomas E. Hannah
Thomas E. Hannah
TEH/jj
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