Sample Business Contracts

Separation Agreement - Collins & Aikman Corp. and Michael A. Mitchell

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                              SEPARATION AGREEMENT

This Separation Agreement ("Agreement") is entered into as of this 29th day of
February, 2004, among COLLINS & AIKMAN CORPORATION and any successors thereto
(collectively, the "Company") and Michael A. Mitchell (the "Executive").

WHEREAS, Executive and Company, without any admission of liability, desire to
settle with finality, compromise, dispose of, and release all claims, demands
and causes of action Executive has or could assert against Company, whether
arising out of Executive's Employment Agreement with Collins & Aikman Products
Company, ("Employment Agreement"), or any agreement with a predecessor to
Company, or the termination of the Employment Agreement, or the employment
relationship, or the termination of the employment relationship, including the
right to any notice thereof, or any condition or benefit of employment or
otherwise. This Agreement is not and shall not be construed as an admission by
Company of any liability, an admission against Company's interest or any
violation of Company's policies or procedures.

NOW, THEREFORE, in exchange for consideration, the adequacy of which is hereby
acknowledged, the Executive and the Company agree as follows:

1.       Separation. The employment relationship between the Executive and the
         Company will terminate on February 29, 2004 (the "Termination Date").
         Effective as of the Termination Date, the Executive's employment will
         terminate as (a) President, Global Commercial Operations and (b) all
         other officer, director, committee member and employee positions with
         the Company and its subsidiaries. Executive shall not be required to
         report for service after the date of this Agreement, and he shall
         vacate the Company's premises and return Company property by such date.

2.       Payments. The Company and the Executive hereby agree that the Company
         shall, in exchange for the release contained herein, pay Executive:

                  (a) $0, less applicable taxes and withholdings, representing
                  payment for zero (0) days of accrued and unused vacation time,
                  payable to Executive with the March payroll;

                  (b) subject to Executive's compliance with Sections 5 and 6
                  hereof, for a period of twenty-four (24) months from the
                  Termination Date (such twenty-four (24) month period herein
                  referred to as the "Restricted Period") $34,375 per month
                  (prorated in the case of the partial month period), less
                  applicable taxes and withholding, commencing with the
                  regularly scheduled payroll period following the expiration of
                  the Revocation Period.

                  (c) $75,000 lump sum payment, less applicable taxes and
                      withholdings, payable to Executive on the first business
                      day following expiration of the Revocation Period (as
                      defined in Section 11);

                  (d) $225,000 annual incentive payment equal to the target
                      bonus, payable during the month of April in accordance
                      with the normal annual incentive payment; and

                  (e) subject to Executive's compliance with Sections 5 and 6
                  hereof the benefits set forth in Schedule B, for a period of
                  twenty-four (24) months from the Termination Date or the date
                  Executive commences employment with any other employer.

         It is further agreed that that the Executive's stock options may be
         exercised at any time on or prior to the date which is 180 days after
         the Termination Date, after which time all such options shall expire
         and be of no further force and effect.

         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 Employment
         Agreement, any stock option, deferred compensation, or supplemental
         retirement agreements, 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 em ployment. 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 Executive
         acknowledges that he has consulted with an attorney with respect to
         such waiver. 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 Company releases Executive and his assigns, agents, and heirs from
         further obligation under the Employment Agreement and shall indemnify
         executive against liability for acts or omissions taken in good faith
         in the course of his employment to the extent permitted by law and
         under the Company's bylaws. This release does not release either the
         Executive or the Company from any obligations due to the Company or the
         Executive under this Agreement. This Agreement is not an admission by
         either the Executive or the Company of any wrongdoing or liability.

         This release does not interfere with or otherwise affect Executive's
         right to file a charge or otherwise participate in an EEOC proceeding
         insofar as it is required by current EEOC regulations. However,
         Executive understands that Executive will assert this Agreement as an
         affirmative defense against any claim Executive may assert in any forum
         or proceeding which is in violation of the terms of this Agreement.
         Executive further understands and acknowledges that by signing this
         Agreement, he has released any right to recover monetary damages on the
         basis of alleged unlawful conduct by Company.

         4. Acknowledgment and 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 and that the
         consideration provided herein is more than sufficient to compensate him
         for his waiver of any and all claims under the Employment Agreement.
         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 fore going and
         the Company agrees that it will not, and will use all reasonable
         efforts to cause its affiliates, officers directors, stockholders and
         employees 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 of Executive.

         6. Confidentiality; Non-Competition; Etc. (a) The Executive agrees that
         the Executive will keep confidential all 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 work papers containing confidential information or trade
         secrets of the Company or its subsidiaries or affiliates.

                  (b) The Executive agrees that from the date hereof through the
         end of 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, directly render services for, or participate in the ownership,
         management or operation or control of 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 any business listed on Schedule A hereto conducted by any
         company listed beneath such business (and any successors to any such
         company with respect to such business).

                  (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 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

                 (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 there
         from 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, reasonably 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 expenses.

         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

         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, including the Employment Agreement and
         any stock option agreement. Any oral or written understandings
         concerning the Executive's employment are hereby terminated as of the
         date of such agreements as if such agreements had never been executed,
         including any agreements with stated effect after termination
         including, without limitation, the Severance Benefits Agreement, dated
         as of February 29, 2004, 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. It is further understood that
         for a period of 7 days following the execution of this Agreement (the
         "Revocation Period"), the Executive may revoke this -----------------
         Agreement, and this Agreement shall not become effective or enforceable
         until the Revocation Period has expired. No revocation of this
         Agreement by the Executive shall be effective unless the Company has
         received, within the Revocation Period, written notice of any

         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

                                    By:        /S/  David A. Stockman
                                         Name:   David A. Stockman
                                         Title:  Chief Executive Officer


                                              /S/  Michael A. Mitchell
                                    Name:  Michael A. Mitchell



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1.       Medical Coverage
2.       Dental Coverage
3.       Retirement Income Security Plan
4.       Life Insurance
5.       Accidental Death & Dismemberment Insurance
6.       Perquisite Allowance
7.       Cell Phone
8.       Gasoline Card