Change in Control Agreement - Collins & Aikman Corp. and Dennis Hiller
October 9, 1992
Mr. Dennis Hiller
The Akro Corporation
1212 Seventh Street, S.W.
Canton, Ohio 44707
Dear Dennis:
This is to advise you that in the event your employment with Collins &
Aikman Corporation (the "Company") is terminated by the Company or any successor
company (other than for "Cause") at any time within three months prior to or one
year following a "change in control" of the Company, then in lieu of any
severance that may be available to you under any severance pay policy or
practices of the Company or any of its subsidiaries or under any employment
agreement, you shall receive an amount equal to two times your annual base
salary as in effect at the time of such termination. Such amount shall be paid,
at the sole discretion of the Company, either in a lump sum promptly after your
termination or on a periodic basis for the two-year period following your
termination in accordance with the Company's normal pay practice. For purposes
hereof, a "change of control" shall mean the sale or transfer, whether in one
transaction or several, of more than 50% of the voting common stock of the
Company to any person or persons other than Collins & Aikman Group, Inc. or any
subsidiary or affiliate of Collins & Aikman Group, Inc. For purposes thereof,
"Cause" shall mean (i) fraud or misappropriation with respect to any business of
the Company or an affiliate of the Company or intentional, material damage to
any property or business of the Company or an affiliate of the Company, (ii)
willful failure by you to perform your duties and responsibilities and to carry
out your authority, (iii) willful malfeasance or misfeasance or breach of
fiduciary duty or representation to the Company or an affiliate of the Company,
(iv) willful failure to act in accordance with any specific lawful instructions
of a majority of the Board of Directors of the Company or an affiliate of the
Company or (v) conviction of you of a felony.
This letter agreement shall not create an employment agreement and
shall not affect the right of the Company to terminate your employment at any
time without notice. The Company may terminate this letter agreement, if, prior
to the date that is three months prior to a change of control of the Company,
you cease to hold your current position or a higher executive position with the
Company.
Very truly yours
/s/ James R. Birle
James R. Birle
Co-Chairman of the Board
Accepted:
/s/ Dennis Hiller