Sample Business Contracts

Separation Agreement - Collins & Aikman Products Co. and Russell Stroud

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                         SEPARATION AGREEMENT

This Separation Agreement ("Agreement") is entered into as of this day of
September, 2002, among COLLINS & AIKMAN PRODUCTS CO. and any successors thereto
(collectively, the "Company") and Russell Stroud (the "Executive").

The Executive and the Company agree as follows:

     1. Separation. The employment relationship between the Executive and the
     Company will terminate on October 1, 2002 (the "Termination Date").
     Effective as of the Termination Date, the Executive's employment will be
     terminated as (i) Senior Vice President Global Procurement and Supply Chain
     Management and (ii) all other officer, director, committee member and
     employee positions with the Company, its parent corporation and its

     2. Payments. Prior to the date of this Agreement, the Company has paid
     Executive for services rendered through the Termination Date (except that
     Executive will be paid for the September 2002 pay period in accordance with
     the Company's normal payroll practices). The Company and the Executive
     hereby agree:

          (i) that the Executive is not entitled to receive (x) payment for any
          accrued and unused vacation time or (y) any benefits under any pension
          or similar plan maintained by the Company;

          (ii) that the Executive's stock options that have vested prior to the
          Termination Date may be exercised at any time on or prior to the date
          which is 90 days after the Termination Date, after which time all such
          options shall expire and be of no further force and effect and that
          Executive's stock options that had not vested prior to the Termination
          Date expired on the Termination Date; and

          (iii) subject to Executive's compliance with Sections 5 and 6 hereof,
          the Company shall (x) pay to Executive for a period of 24 months from
          the Termination Date (the "Restricted Period") $270,000 per year,
          representing Executive's base salary as in effect on the Termination
          Date on a periodic basis in accordance with the Company's normal pay
          practices as may be in effect from time to time, commencing with the
          first payroll payment date following the Termination Date; and (y)
          make available to Executive during the Restricted Period the benefits
          set forth on Schedule A hereto in the amounts and of the types
          provided to Executive on the Termination Date (or substantially
          equivalent benefits) and $20,000 per year for perquisites, net of any
          income taxes payable by Executive on such amount, payable to Executive

          on a periodic basis at the times payments pursuant to clause (iii)(x)
          above are made; provided that the Company shall not be required to
          provide any such benefit or perquisite from and after the date the
          Executive receives any comparable benefit or perquisite from another
          employer (and Executive shall promptly notify the Company of his
          receipt of any such perquisite or benefit).

     3. Release. In consideration of the above, the sufficiency of which the
     Executive hereby acknowledges, the Executive, on behalf of the Executive
     and the Executive's heirs, executors and assigns hereby releases and
     forever discharges the Company and its members, shareholders, parents,
     affiliates, subsidiaries, divisions, any and all current and former
     directors, officers, employees, agents, and contractors and their heirs and
     assigns, and any and all employee pension benefit or welfare benefit plans
     of the Company, including current and former trustees and administrators of
     such employee pension benefit and welfare benefit plans, from all claims,
     charges, or demands, in law or in equity, whether known or unknown, which
     may have existed or which may now exist from the beginning of time to the
     date of this Agreement, including, without limitation, any claims the
     Executive may have arising from or relating to the Executive's employment
     or termination from employment with the Company, including a release of any
     rights or claims the Executive may have under Title VII of the Civil Rights
     Act of 1964, as amended, and the Civil Rights Act of 1991 (which prohibit
     discrimination in employment based upon race, color, sex, religion and
     national origin); the Americans with Disabilities Act of 1990, as amended,
     and the Rehabilitation Act of 1973 (which prohibit discrimination based
     upon disability); the Family and Medical Leave Act of 1993 (which prohibits
     discrimination based on requesting or taking a family or medical leave);
     Section 1981 of the Civil Rights Act of 1866 (which prohibits
     discrimination based upon race); Section 1985(3) of the Civil Rights Act of
     1871 (which prohibits conspiracies to discriminate); the Employee
     Retirement Income Security Act of 1974, as amended; any other federal,
     state or local laws against discrimination; or any other federal, state, or
     local statute, or common law relating to employment, wages, hours, or any
     other terms and conditions of employment. This includes a release by the
     Executive of any claims for wrongful discharge, breach of contract, torts
     or any other claims in any way related to the Executive's employment with
     or resignation or termination from the Company, including any claim under
     any written or oral understandings relating to employment. This release
     also includes a release of any claims for age discrimination under the Age
     Discrimination in Employment Act, as amended ("ADEA"). The ADEA requires
     that the Executive be advised to consult with an attorney before the
     Executive waives any claim under ADEA, and the Executive acknowledges that
     he has been so advised. In addition, the ADEA provides the Executive with
     at least 21 days to decide whether to waive claims under ADEA and seven
     days after the Executive signs the Agreement to revoke that waiver. The
     Executive may revoke this release

     within seven days of the date of this Agreement by providing written notice
     to the Chief Executive Officer of the Company and upon any such revocation
     Executive shall not be entitled to any of the compensation or benefits
     provided for in this Agreement. This release does not release the Company
     from any obligations due to the Executive under this Agreement. This
     Agreement is not an admission by either the Executive or the Company of any
     wrongdoing or liability.

     4. Acknowledgment of No Reinstatement. The Executive understands and agrees
     that the consideration provided for herein is more than (and in lieu of)
     that which the Executive would otherwise be entitled to under the Company's
     existing plans and policies or otherwise. The Executive waives any right to
     reinstatement or future employment with the Company following the
     Executive's separation from the Company on the Termination Date.

     5. Non-Disparagement. The Executive agrees not to make any oral or written
     statements or otherwise take any action that is intended or may reasonably
     be expected to disparage the reputation, business, prospects or operations
     of the Company, its affiliates, officers, directors, stockholders or
     employees or any persons related to the foregoing.

     6. Confidentiality; Non-Competition; Etc. (a) The Executive agrees that the
     Executive will keep confidential all confidential information and trade
     secrets of the Company or any of its subsidiaries or affiliates and will
     not disclose such information to any person without prior approval of the
     Board of Directors of the Company or use such information for any purpose.
     It is understood that for purposes of this Agreement the term "confidential
     information" is to be construed broadly to include all material nonpublic
     or proprietary information. The Executive shall promptly return any
     documents, records, data, books or materials of the Company or its
     subsidiaries or affiliates in his possession or control and any of his
     workpapers containing confidential information or trade secrets of the
     Company or its subsidiaries or affiliates.

          (b) The Executive agrees that during the Restricted Period, the
     Executive shall not, directly or indirectly (whether for compensation or
     otherwise), as an agent, principal, partner, employee, officer, director,
     trustee, consultant, shareholder, or in any other capacity, own, manage,
     operate, join, control or participate in the ownership, management,
     operation or control of, or be connected in any manner with, any of the
     Competing Businesses (as defined below); provided, however, that
     notwithstanding the foregoing, nothing contained in this Agreement shall be
     deemed to preclude the Executive from owning not more than 2% of the
     publicly traded securities of any Competing Business. The "Competing
     Businesses" shall mean Intiers Automotive Inc., Lear Corporation, Johnson
     Controls, Inc. and any subsidiary or affiliate of any such

     company or any of their successors.

          (c) The Executive acknowledges that the agreements and covenants
     contained in this Section are essential to protect the value of the
     Company's and its subsidiaries' business and assets and by virtue of his
     employment with the Company, the Executive has obtained knowledge,
     contacts, know-how, training, experience and other information relating to
     the Company's and its subsidiaries' business operations, and there is a
     substantial probability that such knowledge, know-how, contacts, training,
     experience and information could be used to the substantial advantage of a
     competitor of the Company and its subsidiaries and to the Company's and its
     subsidiaries' substantial detriment. Accordingly, for a period commencing
     on the date hereof and ending on the calendar day following the last day of
     the Restricted Period, the Executive shall not, directly or indirectly, for
     himself or on behalf of or in conjunction with any person, partnership,
     corporation or other entity, interfere with or disrupt, or attempt to
     interfere with or disrupt, the relationship, contractual or otherwise,
     between the Company or any of its subsidiaries and any customer, client,
     supplier, distributor or agent of the Company or any of its subsidiaries.

          (d) Executive covenants and agrees that he will not during the
     Restricted Period, (i) solicit, employ or otherwise engage as an employee,
     independent contractor or otherwise, any person who is or was an employee
     of the Company or any of its subsidiaries or affiliates at any time during
     the 24 month period immediately preceding the Termination Date, (ii) induce
     or attempt to induce any employee of the Company or any of its subsidiaries
     or affiliates to terminate such employment or (iii) interfere with the
     relationship of the Company or any of its subsidiaries of affiliates with
     any person, including any person who, at any time during the 24 month
     period immediately preceding the Termination Date, was an employee,
     contractor, supplier or customer of the Company or any of its subsidiaries
     or affiliates.

          (e) It is the desire and intent of the parties that the provisions of
     this Section shall be enforced to the fullest extent permissible under the
     laws and public policies applied in each jurisdiction in which enforcement
     is sought. Accordingly, if any particular portion of this Section shall be
     adjudicated to be invalid or unenforceable, this Section shall be deemed
     amended to delete therefrom the portion thus adjudicated to be invalid or
     unenforceable, such deletion to apply only with respect to the operation of
     this Section in the particular jurisdiction in which such adjudication is
     made. The Executive agrees that he will execute any and all documents which
     are reasonably necessary to effectuate the provisions of this Section.

          (f) If there is a breach or threatened breach by the Executive of the
     provisions of this Agreement, the Company or its affiliates shall be
     entitled, without the requirement to post a bond, to an injunction
     restraining the Executive from such

     breach. Nothing herein shall be construed as prohibiting the Company from
     pursuing any other remedies for such breach or threatened breach.

     7. Cooperation; Reimbursement. The Executive shall, at the request of the
     Company, assist and cooperate with the Company in the defense and/or
     investigation of any third party claim or any investigation or proceeding,
     whether actual or threatened, including, without limitation, participating
     as a witness in any litigation, arbitration, hearing or other proceeding
     between the Company and a third party or any government body. The Company
     shall reimburse the Executive for all reasonable expenses incurred by him
     in connection with such assistance including, without limitation, travel

     8. Governing Law. This Agreement shall be governed by and construed in
     accordance with the laws of the State of Michigan, without reference to the
     principles of conflict of laws.

     9. Withholding. All payments to be made hereunder shall be net of all
     applicable income and employment taxes required to be withheld therefrom.

     10. Complete Agreement. This Agreement represents the complete agreement
     between the Executive and the Company concerning the subject matter in this
     Agreement and supersedes all prior agreements or understandings, written or
     oral. Any oral or written understandings concerning the Executive's
     employment are hereby terminated, including any agreements with stated
     effect after termination including, without limitation, the Employment
     Agreement, dated as of February 18, 2002, by and among the Executive and
     the Company. This Agreement may not be amended or modified otherwise than
     by a written agreement executed by the parties hereto or their respective
     successors and legal representatives.

     11. Voluntary Agreement. This Agreement has been entered into voluntarily
     and not as a result of coercion, duress, or undue influence. The Executive
     acknowledges that the Executive has read and fully understands the terms of
     this Agreement and has been advised to consult with an attorney before
     executing this Agreement. Additionally, the Executive hereby acknowledges
     and waives the opportunity of at least 21 days to consider this Agreement.

     12. Successors and Assigns. The Company will require any successor or
     assignee, whether direct or indirect, by purchase, merger, consolidation or
     otherwise, of all, or substantially all, of the business and/or assets of
     the Company to assume and agree to perform this Agreement in the same
     manner and to the same extent that the Company would be required to perform
     it if such succession or assignment had not taken place. This Agreement

     shall inure to the benefit of and be binding on the Executive's personal
     and legal representatives, executors, administrators, successors, heirs,
     distributees, devisees and legatees.

The parties to this Agreement have executed this Agreement as of the day and
year first written above.

                                    COLLINS & AIKMAN CORPORATION



                                    Name:        Russell Stroud


                                   Schedule A

(i)      Continued use of Company cellular phone plan

(ii)     Continued use of Executive Gasoline Card

(iv)     Basic Life Insurance

(v)      Basic Accidental Death & Dismemberment Insurance