Severance Agreement - Collins & Aikman Products Co. and Mark O. Remissong
AGREEMENT, dated as of October 17, 1994 (this "Agreement"),
among COLLINS & AIKMAN PRODUCTS CO. (the "Company") and MARK O.
REMISSONG ("Employee").
WHEREAS the Company and Employee are parties to an Agreement
dated as of October 1, 1993 (the "Prior Agreement");
WHEREAS on October 14, 1994 (the "Termination Date"),
Employee resigned from all positions held with Collins & Aikman
Corporation ("Parent"), the Company and all subsidiaries of the
Company and ceased to be an officer, employee or director of any
such entity;
NOW, THEREFORE, in consideration of the premises
and mutual covenants contained herein and for other good and
valuable consideration, the parties hereto hereby agree as
follows:
1. Termination of Prior Agreement. The Company and
Employee hereby terminate the Prior Agreement and their
respective rights and obligations thereunder as of the
Termination Date.
2. Severance.
Subject to Employee's satisfaction on a timely basis of
the provision set forth in Section 5:
(a) Employee shall receive as severance his base
salary of $230,000 for the period through October 31, 1995. Such
severance shall be paid on a periodic basis over such period in
accordance with normal pay practice.
(b) In addition, until October 31, 1995 or, if
earlier, the date on which Employee commences employment with
another employer, to the extent permitted by law and consistent
with the
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terms of the Company's employee benefit programs and the
administration thereof, (i) Employee shall participate in the
medical, vision and dental plans of the Company on the same basis
as if the Employee were still employed and Employee shall be
obligated to pay the monthly associate deduction in order to
continue such benefits, which deduction shall be taken from the
amount due to Employee pursuant to paragraph (a) of this Section
2 and (ii) Employee shall receive basic life insurance coverage
under the Company's life insurance plan on the same basis as if
Employee were still employed (but no optional coverage). In
addition, until December 31, 1994 or, if earlier, the date on
which Employee commences employment with another employer,
Employee shall be entitled to use the Company car currently in
his possession, shall be reimbursed for reasonable maintenance
(as determined by the Company) of such car and shall continue to
be covered under the Company's automobile insurance policy. At
the end of such period, Employee shall return such car to the
Company or purchase it from the Company at fair market value (as
determined by the Company).
(c) Employee shall also receive a supplemental payment
of $100,000 within three months of the end of the Company's
current fiscal year, which ends January 28, 1995.
Notwithstanding anything to the contrary contained herein,
Employee shall not be entitled to receive any such supplemental
payment unless Employee executes and delivers to the Company a
new release substantially in the form set forth in Section 9
hereof, such release to be dated the date of payment of such
supplemental payment and to contain the provisions set forth in
Section 18.
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3. Moving Expenses. The Company will reimburse Employee
for the moving expenses set forth in Appendix A and not any other
moving expenses.
4. Withholding. Employee agrees that the Company may
deduct and withhold from any payments made under this Agreement
the amounts the Company in good faith believes may be required to
be deducted and withheld under the provisions of any statute,
law, regulation or ordinance heretofore or hereafter enacted.
5. Loan Repayment. No later than 10:00 A.M. Tuesday,
October 18, 1994, Employee shall repay to the Company $205,000,
without setoff or deduction of any kind.
6. No Other Payments or Benefits. Except as expressly set
forth in this Agreement, Employee shall not be entitled to any
salary, bonus, benefits, stock options, equity payments,
compensation or payments of any kind.
7. Representations and Covenants of Employee.
7.1 No Violation. Employee represents and warrants that he
has not disclosed any confidential information or trade secrets
concerning any former employer in violation of any obligations to
such former employer during the term of his employment by the
Company.
7.2 No Conflicts. Employee represents and warrants that
the terms of this Agreement do not conflict with any other
agreement, written or oral, to which Employee is a party or by
which Employee is bound.
7.3 Conduct. Employee and his representatives and agents
shall at all times refrain from taking any action or making any
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statements, written or oral, which are intended to or are likely
to disparage the goodwill or reputation of Parent, the Company or
any of the Company's subsidiaries or affiliates or any directors,
officers, partners, employees or stockholders of Parent, the
Company or any of the Company's subsidiaries or affiliates or
which are intended to or are likely to adversely affect the
morale of employees of any of the foregoing entities, except as
may be required in a judicial or administrative proceeding.
7.4 Non-Competition.
(a) Employee agrees that for a period of six months
from the Termination Date Employee shall not engage, directly or
indirectly, in any business in the United States that materially
competes with any business of the Company. Further, Employee
agrees that during such period he shall not solicit to hire any
employee of the Company or encourage any employee of the Company
to leave the employment of the Company.
(b) Notwithstanding paragraph (a) of this Section 7.4,
nothing in this Agreement shall prohibit or penalize the
ownership by Employee of shares of a business that are registered
under Section 12 of the Securities Exchange Act of 1934 and
constitute, together with all such shares owned by any immediate
family member or affiliate of, or person acting in concert with,
Employee, less than 2% of the outstanding registered shares of
such business.
7.5 Company Information. Employee agrees that (whether or
not the restrictions of Section 7.4 are or continue to be
applicable), Employee shall keep confidential all confidential
information and trade secrets of Parent, the Company or any of the
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Company's subsidiaries or affiliates and shall not disclose
such information to any person without the prior written approval
of the Board of Directors of the Company or use such information
for any purpose. Employee shall return any documents, records,
data, books or materials of Parent, the Company or the Company's
subsidiaries or affiliates in his possession or control and any
of his workpapers containing confidential information or trade
secrets of Parent, the Company or the Company's subsidiaries or
affiliates. It is understood that for purposes of this Agreement
the term "confidential information" is to be construed broadly to
include all nonpublic or proprietary information. This Section 7.5
shall survive any termination of this Agreement.
7.6 Cooperation. Employee shall promptly notify the
Company of any threatened, pending or completed investigation,
claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative ("Proceeding"), in which he may
be involved, whether as an actual or potential party or witness
or otherwise, or with respect to which he may receive requests
for information, by reason of his future, present or past
association with Parent, the Company or any of the Company's
subsidiaries or affiliates. Employee shall cooperate fully with
Parent, the Company and the Company's subsidiaries and affiliates in
connection with any Proceeding at no expense to Parent, the
Company or any of the Company's subsidiaries or affiliates other
than the reimbursement of Employee's reasonable out-of-pocket
expenses. This Section 7.6 shall survive any termination of this
Agreement. Employee shall not disclose any confidential or
privileged information in
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connection with any Proceeding without the consent of the Company
and shall give prompt notice to the Company of any request
therefor.
8. Insider Trading Policy. For a period of six months
after the Termination Date, Employee shall comply with the policy
of Parent regarding the use or disclosure of inside information
as set forth in a policy statement dated June 23, 1994.
9. Release. For good and valuable consideration in
connection with this Agreement, Employee unconditionally releases
Parent, the Company and the Company's subsidiaries and affiliates
and the directors, officers, partners, employees and stockholders
of Parent, the Company and each of the Company's subsidiaries and
affiliates, from any and all claims, liabilities and obligations
of any nature whatsoever, including without limitation claims,
liabilities and obligations pertaining to his employment, the
termination of his employment, the Prior Agreement or the 1994
Employee Stock Option Plan of Parent, other than those explicitly
provided for by this Agreement. Without limiting the generality
of the foregoing, Employee acknowledges that among the claims
released are those arising under the Age Discrimination in
Employment Act.
10. Governing Law. The validity, interpretation and
perfor- mance of this Agreement shall be governed by the laws of
the State of North Carolina, regardless of the laws that might be
applied under applicable principles of conflicts of laws. Each
of the parties hereby waives any right such party may have to a
trial by jury. The parties hereto agree that the language of
this Agreement shall be construed neutrally and not strictly for
or against either
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of the parties.
11. Entire Agreement. This Agreement constitutes the
entire agreement and contains the complete and exclusive
expression of the understanding between the parties hereto with
respect to the matters referred to herein and supersedes all
prior agreements, negotiations, communications and understandings
between Employee and the Company or Employee and Parent or any
subsidiary or affiliate of the Company or any representative,
agent or attorney of any such entities with respect to the
termination of employment of Employee and any other matters
referred to herein, including without limitation the Prior
Agreement.
12. Notice. Any written notice required to be given by
one party to the other party hereunder shall be deemed effective
if mailed by registered mail:
To the Company c/o:
Collins & Aikman Products Co.
701 McCullough Drive
Charlotte, NC 28262
Attention: Mr. Thomas E. Hannah
To Employee at:
Mr. Mark O. Remissong
2100 Sutton Springs Road
Charlotte, NC 28226
or such other address as may be stated in notice given under this
Section 12.
13. Severability. The invalidity, illegality or
unenforceability of any provision of this Agreement in any
jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of this
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Agreement or such provision in any other jurisdiction, it being
the intent of the parties hereto that all rights and obligations
of the parties hereto under this Agreement shall be enforceable
to the fullest extent permitted by law. Without limiting the
foregoing, the covenants of Employee set forth in Sections 7.4
and 7.5, respectively, constitute agreements independent of any
other provisions of this Agreement and Employee acknowledges that
his failure to comply with the provisions of Sections 7.4 and 7.5
will result in irreparable and continuing damage for which there
will be no adequate remedy at law and that, in the event of a
failure of Employee so to comply, the Company shall be entitled,
without the necessity of notice or proving actual damages or
securing or posting any bond, to injunctive relief in addition to
all other remedies which may otherwise be available to the
Company and to such other and further relief as may be proper and
necessary to ensure compliance with the provisions of Sections
7.4 and 7.5. If any covenants contained in Section 7.4 shall be
deemed to be invalid, illegal or unenforceable as written by
reason of the extent, duration or geographical scope thereof, or
otherwise, the determining body or authority making such
determination shall be empowered to reduce such covenants so as
to be enforceable to the greatest extent possible and, as so
reduced, such covenants shall then be deemed to be rewritten and
enforced as reduced.
14. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and,
in the case of the Company, its successors and assigns, and
Section 9 shall also inure to the benefit of the other persons
and entities
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identified therein; provided, however, that Employee
shall not, without the prior written consent of the Company,
transfer, assign, convey, pledge or encumber this Agreement or
any interest under this Agreement.
15. Amendment. This Agreement may be amended or canceled
only by an instrument in writing duly executed and delivered by
each party to this Agreement.
16. Headings. Headings contained in this Agreement are for
convenience only and shall not limit this Agreement or affect the
interpretation thereof.
17. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the
same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and
delivered to the other party.
18. Miscellaneous. In executing this Agreement, Employee
has not relied upon any statement, representation or promise,
whether written or oral, of the Parent, the Company or any of the
Company's subsidiaries or affiliates, or of any representative,
agent or attorney for the Parent, the Company or any of the
Company's subsidiaries or affiliates, except for statements
expressly set forth in this Agreement. Each of the parties has
read this Agreement carefully, has been (or is hereby) encouraged
to seek the assistance of his own legal counsel, and knows and
understands the contents hereof, including, without limitation,
in the case of Employee the release set forth in Section 9
hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
(Signature of Mark O. Remissong) [L.S.]
MARK O. REMISSONG
COLLINS & AIKMAN PRODUCTS CO.
By (Signature of Thomas E. Hannah)
Thomas E. Hannah
Chief Executive Officer
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