Sample Business Contracts


Retention/Severance Agreement - Collins & Aikman Products Co. and Paul W. Meeks



                            RETENTION/SEVERANCE AGREEMENT


          THIS  RETENTION/SEVERANCE AGREEMENT (the  "Agreement") is made as
          of September 26, 1994,  between Collins & Aikman Products  Co., a
          Delaware  corporation   (the  "Company"),  and   Paul  W.   Meeks
          ("Employee").


                                 W I T N E S S E T H

               WHEREAS, Employee is currently employed by the Company; and

               WHEREAS, the Company wishes to retain Employee's services by
          providing Employee with the benefits set forth in this Agreement.

               NOW,  THEREFORE, in  consideration  of Employee's  continued
          employment  and  the  mutual  agreements  contained  herein,  the
          parties agree as follows:

               1.   Term of Employment; Base Salary; Duties; Bonus

                    (a)  The Company agrees to continue to employ Employee,
          and  Employee  hereby  accepts such  continued  employment, until
          October 31,  1994 (the "Scheduled Termination  Date"), subject to
          the  terms   and  conditions  of  this   Agreement.    Employee's
          employment  with   the  Company   shall  end  on   the  Scheduled
          Termination Date (if not previously terminated  by Employee or by
          the Company  for Cause, as hereinafter  defined) unless otherwise
          agreed to by the parties.

                    (b)  Until October  31,  1994, the  Company  shall  pay
          Employee  a base salary at the  rate as in effect  on the date of
          this Agreement.

                    (c)  Until October  31, 1994,  Employee  shall be  Vice
          President  and Treasurer of the  Company and shall  report to the
          Chief Financial Officer of the Company and perform  such services
          for the  Company and its subsidiaries  as may be assigned  to him
          from time to time by the Chief  Financial Officer of the Company,
          either of its Vice-Chairmen or any other executive officer of the
          Company; it being understood that  during the period from  August
          1,  1994 until October 31,  1994, Employee shall  be permitted to
          devote a substantial portion of his time to a job search.  During
          the term  of Employee's  employment hereunder, the  Company shall
          continue to furnish Employee  with an office and a  telephone and
          Employee shall  continue to  receive assistance from  a secretary
          serving one or more employees of the Company.

                    (d)  Employee shall receive a bonus for the fiscal year
          ending January 28, 1995 ("Fiscal 1994") equal to 75% of the bonus
          which  Employee  would  have  received  had  his  employment  not


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                                                                          2

          terminated prior  to the end of  Fiscal 1994 under the  Collins &
          Aikman  Corporation 1994  Executive  Incentive Compensation  Plan
          (the  "Bonus Plan").   Employee's Target Bonus  for such purposes
          shall  remain at 30% of his base compensation and his bonus shall
          be  determined  by the  compensation  committee  of the  Company.
          Subject to  the provisions of the  Bonus Plan, in no  event shall
          Employee's  bonus be reduced below 75% of the bonus as calculated
          pursuant  to this paragraph.  Any bonus granted to Employee shall
          be payable on or before April 1, 1995.

                2.  Notice of  Termination of Employment.   The Company may
          terminate Employee's employment with the Company (i) for Cause at
          any  time without  notice or  (ii) on  the  Scheduled Termination
          Date.    "Cause"  means  (A)   an  act  of  fraud,  embezzlement,
          misappropriation of  business or  theft committed by  Employee in
          the course  of his  employment  or any  intentional or  negligent
          misconduct of  Employee which injures the  business or reputation
          of the Company or  any affiliate of the Company;  (B) intentional
          or  negligent damage committed by Employee to the property of the
          Company  or any affiliate of the  Company; (C) Employee's willful
          failure  or   refusal  to   perform  the  customary   duties  and
          responsibilities  of  his  position   with  the  Company  or  any
          affiliate of the Company; (D) Employee's breach of fiduciary duty
          or representation to the Company or any affiliate of the Company;
          (E) Employee's intentional or  negligent violation of any written
          policy of  the Company; (F) Employee's willful failure or refusal
          to act in accordance  with any specific lawful instructions  of a
          majority  of  the  Board of  Directors  of  the  Company; or  (G)
          conviction of Employee  of a  felony or a  crime involving  moral
          turpitude.

               3.   Severance.  In the event Employee's employment with the
          Company  ends  on  the  Scheduled Termination  Date  or  Employee
          voluntarily  terminates his  employment with  the Company  at any
          time after July 31,  1994, Employee shall be entitled  to receive
          (i)  as of  the  date on  which  Employee's employment  with  the
          Company  terminates,  cash  in a  lump  sum  for  (x) any  unused
          vacation days for  the entire calendar year  of 1994 and  (y) any
          unused  vacation  days  accrued  by  Employee  under  the  Wickes
          Companies, Inc. vacation  policy and (ii)  as severance his  base
          salary  as in effect on the  date his employment terminates for a
          fifteen-month   period   following   the   date   his  employment
          terminates.  Such  severance shall  be paid on  a periodic  basis
          over  such fifteen-month  period  in accordance  with normal  pay
          practice,  provided,   however,   that  if   Employee   commences
          employment with another employer prior to  the expiration of such
          fifteen-month period,  the balance of  any severance  due to  him
          shall  be paid in a  lump sum as  soon as practicable thereafter.
          In addition,  until the  expiration of such  fifteen-month period
          or, if earlier,  the date on which  Employee commences employment
          with  another employer,  (i)  Employee shall  participate in  the
          medical, vision and dental plans of the Company on the same basis
          as if Employee was still employed and Employee shall be obligated
          to  pay the monthly associate deduction in order to continue such
          benefits, 


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                                                                          3

          which deduction shall be taken from the  amount  due to
          Employee pursuant to the first sentence of this paragraph 3, (ii)
          Employee shall  receive basic  life insurance coverage  under the
          Company's  life insurance plan on  the same basis  as if Employee
          was  still employed  (but no  optional coverage),  (iii) Employee
          shall  continue to  participate in the  Company's profit-sharing,
          pension  and 401(k)  savings plans  to the  same extent  as other
          former  employees of  the Company  on severance  receiving salary
          continuation, (iv)  Employee shall receive  $400 per month  as an
          automobile  allowance and  up to  $150  per month  for automobile
          maintenance and shall  continue to be covered under the Company's
          automobile insurance  policy, and (v) Employee  shall be entitled
          to outplacement services at  an outplacement agency designated by
          Employee,  provided  that  the  cost  to  the  Company  for  such
          outplacement services  shall not  exceed an aggregate  of $5,000.
          In  addition, Employee  shall continue  to be  covered under  the
          Company's long term disability plan for a period of 12 weeks from
          the  date Employee's  employment with  the Company  terminates or
          until  the  date  Employee   commences  employment  with  another
          employer, if earlier.   The  amount due to  Employee pursuant  to
          clause (ii)  of the first sentence  of this paragraph 3  shall be
          reduced by the amount of any payments that Employee or his estate
          or legal representative may  be entitled to receive by  reason of
          Employee's disability under any  disability insurance plan of the
          Company or any of its subsidiaries.

                4.  Non-Disclosure; Insider Trading Policy.  

                    (a)  Employee recognizes and  acknowledges that in  the
          course of his employment and as a result of the position of trust
          he holds with the Company he has obtained private or confidential
          information and proprietary data relating to the Company and  its
          affiliates, including without  limitation financial  information.
          All of  such private or confidential  information and proprietary
          data  is  referred  to  herein   as  "Confidential  Information";
          provided, however, that Confidential Information will not include
          any  information known generally to  the public (other  than as a
          result of unauthorized disclosure by Employee).

                    (b)  Employee  agrees  that  he will  not,  during  his
          employment or any time thereafter, either directly or indirectly,
          disclose or use Confidential  Information, except as necessary in
          order to fulfill his duties of employment with the Company or any
          affiliate of the Company or with the prior written consent of the
          Co-Chairmen  or  Chairman  of  the  Company.    The covenants  of
          Employee  set forth  in  this paragraph  4 constitute  agreements
          independent  of  any  other  provisions  of  this  Agreement  and
          Employee  acknowledges  that  his  failure  to  comply  with  the
          provisions  of this paragraph  4 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 proving
          actual damages  or securing  or posting any  bond, to  injunctive
          relief in addition to  all other 


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                                                                          4


          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 this paragraph.

                    (c)  During the period  of his employment hereunder and
          for a period of six months thereafter, Employee shall comply with
          the  policy of  the Company  regarding the  use or  disclosure of
          inside  information as set forth in a policy statement dated June
          23,  1994, as such  policy statement may be  revised from time to
          time.

                5.  Cooperation.   During  his employment  and at  any time
          thereafter,  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 the
          Company  or  any  affiliate  of  the  Company.    Employee  shall
          cooperate fully with the Company and any affiliate of the Company
          in connection with any Proceeding at no expense to the Company or
          any  affiliate  of the  Company other  than the  reimbursement of
          Employee's reasonable out-of-pocket expenses.  Employee shall not
          disclose any confidential or privileged information in connection
          with any Proceeding  without the written  consent of the  Company
          and  shall give  prompt  notice to  the  Company of  any  request
          therefor.

                6.  Employment  Tax  Withholding.    Employee  agrees  that
          Company  may withhold  and deduct  from any  compensation payable
          under this Agreement any  amounts that the Company in  good faith
          believes may be  required to be withheld  pursuant to any  law or
          governmental  regulation  or  ruling  heretofore  or  hereinafter
          enacted.

                7.  Binding  Effect.   This  Agreement  will  inure to  the
          benefit of and be binding upon the Company and its successors and
          assigns, including, without limitation,  any person (i) which may
          acquire all or virtually all the Company's assets or (ii) with or
          into which the Company may be liquidated, consolidated, merged or
          otherwise  combined,  and will  inure to  the  benefit of  and be
          binding  upon Employee,  his  heirs, distributees,  and  personal
          representatives.  

                8.  Severability.   If any  provision of this  Agreement is
          held to be  invalid, illegal,  or unenforceable, in  whole or  in
          part,  such invalidity,  illegality or unenforceability  will not
          affect any  other  provision,  and  all other  valid,  legal  and
          enforceable provisions will remain in full force and effect.

                9.  Survival  of  Certain   Provisions.     Notwithstanding
          anything herein to the contrary, the obligations  of Employee and
          the Company under paragraphs 4 and 5 will remain operative and in
          full force and effect regardless of the expiration or termination
          of this Agreement.


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                                                                          5

               10.  Titles.     The  titles  preceding  the   text  of  the
          paragraphs  of  this  Agreement  have been  inserted  solely  for
          convenience of reference  and do  not constitute a  part of  this
          Agreement or affect its meaning, interpretation or effect.



               11.  Entire   Agreement;   Modification.     This  Agreement
          supersedes    all    previous   agreements,    negotiations,   or
          communications  between  Employee  and  the  Company  (including,
          without limitation,  the letter  agreement dated August  12, 1992
          between Collins & Aikman  Group, Inc. (which was merged  into the
          Company) and  Employee (the "Prior Agreement"))  and contains the
          complete and  exclusive expression  of the understanding  between
          the parties.   This  Agreement  cannot be  amended, modified,  or
          supplemented  in  any  respect  except by  a  subsequent  written
          agreement  entered into by both  parties.  The  failure of either
          party to insist in any one  of more instances upon performance of
          any  terms, covenants of conditions of this Agreement will not be
          construed as a  waiver of  future performance of  any such  term,
          covenant,  or condition and the  obligations of either party with
          respect to such term, covenant or condition will continue in full
          force and effect.

               12.  No Employment Right; Release.   This Agreement does not
          affect  the   right  of  the  Company   to  terminate  Employee's
          employment at any  time in  accordance with  paragraph 2  hereof.
          For  good and  valuable  consideration, Employee  unconditionally
          releases the Company and  its affiliates and partners, directors,
          officers  and  employees  thereof,   from  any  and  all  claims,
          liabilities  and   obligations  of  any   nature  pertaining   to
          termination of  employment other  than those  explicitly provided
          for by  this Agreement including, without  limitation, any claims
          arising out of (i) the Prior Agreement, (ii) the Company's Equity
          Share  Plan, which  was  terminated in  October  1993, (iii)  the
          Company's  1993 Employee  Stock Option  Plan, (iv)  the Company's
          1994  Employee  Stock  Option  Plan  or  (v)  any  alleged  legal
          restrictions on the Company's  rights to terminate its employees,
          such  as  any  implied  contract  of  employment  or  termination
          contrary to  public policy or to  laws prohibiting discrimination
          (including,   without  limitation,  the   Age  Discrimination  in
          Employment  Act).    Notwithstanding  anything  to  the  contrary
          contained  herein,  the Company  shall  not be  obligated  to pay
          Employee  any  amount  pursuant  to  paragraph  2  hereof  unless
          Employee  executes and  delivers to  the  Company a  new release,
          dated  the date of his  termination of employment, containing the
          substance of the  foregoing release and such  other provisions as
          the Company may request  to effect the purposes of  the foregoing
          release.

               13.  Governing Law.   This  Agreement will be  construed and
          enforced in accordance with the internal laws of the State of New
          York.

               IN WITNESS WHEREOF, the parties have executed this Agreement


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                                                                          6


          as of the date and year first above written.

                                        COLLINS & AIKMAN PRODUCTS CO.

                                        By (Signature of Harold R. Sunday)
                                          Name:    Harold R. Sunday
                                          Title:        Vice   President  -
                                                    Human Resources
                                                                        
                                       

                                        By (Signature of Paul W. Meeks)
                                              Paul W. Meeks




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