COLLINS & AIKMAN CORP
RESIGNATION AND SEPARATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>k79985exv10w1.txt
<DESCRIPTION>RESIGNATION AND SEPARATION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                      RESIGNATION AND SEPARATION AGREEMENT

         THIS RESIGNATION AND SEPARATION AGREEMENT ("Agreement") is made as of
this 10th day of August 2003, between JERRY L. MOSINGO ("Executive") and COLLINS
& AIKMAN CORPORATION ("Employer").

I.       Executive's last day of work was August 8, 2003 (the "Termination
         Date"). Executive has resigned as a director and as the President and
         Chief Executive Officer of the Employer and as a director or officer of
         any affiliates of the Employer, and agrees that this Agreement provides
         his written statement of such resignations. Employer agrees that
         Executive's employment terminated on a No Cause Termination.

II.      Employer is not obligated to pay Executive any compensation, benefits
         or other consideration after the Termination Date except as
         specifically set forth in Paragraph V.1.

III.     Executive has had the opportunity to review this Agreement and has
         consulted with legal counsel prior to executing this Agreement to
         ascertain whether Executive has any potential rights or remedies, which
         are being waived and released by Executive's execution of this
         Agreement.

IV.      Executive and Employer, without any admission of liability, desire to
         settle with finality, compromise, dispose of, and release all claims,
         demands and causes of action Executive has asserted or which Executive
         could assert against Employer, whether arising out of the Executive's
         Employment Agreement with Employer, describing a term of Employment
         beginning January 1, 2003; the amendment to the Employment Agreement
         made by letter dated April 20, 2003 (such employment agreement and
         amendment together, the "Employment Agreement"); any agreement with a
         predecessor to Employer; the termination of the Employment Agreement;
         the employment relationship; the termination of the employment
         relationship, including any right to notice thereof; or any condition
         or benefit of employment or otherwise. This Agreement is not and shall
         not be construed as an admission by Employer of any liability, an
         admission against interest or any violation of Employer's policies or
         procedures.

V.       Employer and Executive further agree:

         1.       As consideration for this Agreement, Employer agrees to
                  provide Executive the compensation set forth in this Paragraph
                  V.1. The payments and benefits provided under this Paragraph
                  V.1 are made in lieu of any further payments or benefits to
                  Executive under the Employment Agreement, and Executive
                  acknowledges that the payments and benefits

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                  provided under this Paragraph V.1 are sufficient consideration
                  for the release contained herein:

                  a.       Employer shall pay Executive Four Hundred Thousand
                           Dollars ($400,000) contemporaneous with the
                           expiration of the seven-day revocation period
                           described in Paragraph 9 below.

                  b.       Base salary continuation for a period of eighteen
                           (18) months from the Termination Date ("Payment
                           Period") at the annual rate of Seven Hundred and
                           Fifty Thousand Dollars ($750,000) in accordance with
                           the Employer's customary payroll payment dates,
                           subject to all applicable tax or withholding
                           requirements.

                  c.       A bonus settlement payment to be paid at the same
                           time as the payment under provision a. above in an
                           amount determined as Executive's average annual bonus
                           for the years 2000, 2001, and 2002, using the actual
                           amounts of such bonuses determined from appropriate
                           payroll records of Employer or Executive's former
                           employer for the years 2000 and 2001 and using Two
                           Hundred Thousand dollars ($200,000) as the amount of
                           the 2002 bonus in arriving at such average,
                           multiplied by seven-twelve's (7/12) to prorate the
                           payment for whole months served in 2003. The bonus
                           settlement payment shall be subject to all applicable
                           tax or withholding requirements. For illustration
                           purposes only, assume that (1) the former employer
                           paid Executive $200,000 in 2000 and 2001, and
                           Executive received a bonus of 40% of that amount or
                           $96,000 in each year, and (2) assume the $200,000 for
                           2002 as described above, then the average bonus would
                           be:

<TABLE>
<CAPTION>
YEAR   BONUS COMPUTATION                      BONUS
----   -----------------                      -----
<S>    <C>                                  <C>
2000     $200,000 x 40%                     $  96,000
2001     $200,000 x 40%                     $  96,000
2002     Agreed amount                      $ 200,000
                                            ---------
Total                                       $ 392,000
Divided by Number of Years                          3
                                            ---------
Hypothetical Average bonus                  $ 130,667
</TABLE>

                  d.       Continued participation in the benefit plans ,
                           programs and arrangements of Employer for executive
                           employees until the earlier of::

                           1.       the end of the Payment Period, or



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                           2.       the date on which Executive becomes eligible
                                    to receive any benefits under any plan or
                                    program of any other employer.

                           Employer will pay the employer-portion of the such
                           coverages. Executive will be required to pay the
                           Executive-portion such coverages. The
                           Executive-portion of the premiums will be billed to
                           the Executive on a monthly basis. If Employer is not
                           able to provide coverage under the existing plans,
                           Executive will be paid cash in the amount of the
                           Employer's portion of the premium cost. COBRA
                           coverage will be available at Executive's cost after
                           the Payment Period

                  e.       Employer shall pay Executive a benefit under the
                           Supplemental Retirement Income Plan ("SRIP") as if he
                           were eligible for Retirement at the end of the
                           Payment Period with five years of service credit,
                           which provides 33% of Participating Employee's Total
                           Annual Compensation for under the table set forth in
                           Article IV.2. (i) of the SRIP. The average bonus
                           amount calculated for purposes of provision c. above
                           shall be included in the determination of Executive's
                           final compensation for purposes of such benefit
                           calculation. Executive may elect to receive such
                           payments in any form available under the SRIP,
                           without reduction for early commencement, with
                           appropriate actuarial reductions for any survivorship
                           form of benefit elected. For illustration purposes
                           only, assuming the assumptions reflected in c. above,
                           the payment under the SRIP would be:

<TABLE>
<S>                                             <C>
Average bonus -- see paragraph c above          $130,667
Base Compensation                               $750,000
                                                --------
Total                                           $880,667

Percentage Based on five Years of Service 33%
                                          --
Amount subject to offset by Employer provided qualified retirement plan benefits
and social security benefits, under SRIP.:290,620
</TABLE>

                  f.       Employer shall pay Executive $30,000 per year,
                           grossed up for the Executive's income taxes, during
                           the Payment Period in lieu of further perquisite
                           reimbursements from Employer. Employer shall continue
                           to provide Executive with the use of the company car
                           through the Payment Period and will pay all costs of
                           maintenance and insurance associated therewith.
                           Employer shall pay Executive's reasonable attorney
                           fees in the amount of $50,000 to be paid
                           contemporaneous with the expiration of the seven day
                           period referenced in paragraph 9.


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                  g.       All outstanding options granted to Executive shall
                           immediately vest and will continue to be fully
                           exercisable until the earlier of ninety (90) days
                           after the Termination Date or the original expiration
                           date of such options.

         2.       TERMINATION OF BENEFITS. Notwithstanding benefits outlined in
                  Paragraph V.1 above, Executive shall cease to be an active
                  participant under Employer's retirement and other benefit
                  plans pursuant to the terms of those plans, and no additional
                  benefits shall accrue to Executive after the Termination Date.

         3.       NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY; RELEASE
                  CONSIDERATION.

         The following covenants and remedies apply:

                  (a) Non-Competition. Executive shall not Compete (as
         hereinafter defined) with the Employer or any of its subsidiaries or
         affiliates in any way during the eighteen (18) month period following
         the Termination Date (the "Restricted Period"). "Compete" means to
         directly or indirectly (whether for compensation or otherwise), alone
         or as an agent, principal, partner, officer, employee, trustee,
         director, shareholder or in any other capacity, own, manage, operate,
         join, control or participate in the ownership, management, operation or
         control of, or furnish any capital to, or be connected in any manner
         with, or provide any services as an employee or consultant for, any of
         the following companies or their subsidiaries or affiliates: Intiers
         Automotive, Inc.; Lear Corporation, and Johnson Controls, Inc.,
         provided, however, that notwithstanding the foregoing, nothing
         contained in the Agreement shall be deemed to preclude Executive from
         owning not more than five percent (5%) of the aforementioned companies.

                  (b) Non-Solicitation. 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 Employer or any of its
         subsidiaries or affiliates at any time during the twelve (12) month
         period immediately preceding Executive's Termination, (ii) induce or
         attempt to induce any employee of the Employer or any of its
         subsidiaries or affiliates to terminate such employment or (iii)
         interfere with the relationship of the Employer or any of its
         subsidiaries or affiliates with any person, including any person who,
         at any time during the twelve (12) month period immediately preceding
         Executive's Termination Date, was an employee, contractor, supplier or
         customer of the Employer or any of its subsidiaries or affiliates.

                  (c) Confidential Information. Executive understands that in
         the performance of services hereunder Executive may obtain knowledge of


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<PAGE>
         "confidential information" (as hereinafter defined) relating to the
         business of the Employer (or of any of its subsidiaries or affiliates).
         Executive shall not, without the prior written consent of the Board,
         either during Executive's employment by the Employer or at any time
         thereafter, (i) use or disclose any such confidential information
         outside the Employer (or any of its subsidiary or affiliated companies)
         except as otherwise required by law, (ii) publish any article with
         respect thereto, (iii) except in the performance of services hereunder,
         remove from the premises of the Employer, or aid in such removal, any
         such confidential information or any property or material related
         thereto or (iv) sell, exchange or give away or otherwise dispose of any
         such confidential information now or hereafter owned by the Employer
         whether or not the same shall or may have been originated, discovered
         or developed by Executive. It is understood that for purposes of this
         Agreement the term "confidential information" shall be construed
         broadly to include all information or compilations of information which
         (i) is, or was designed to be, used in the business of the Employer (or
         any of its subsidiaries or affiliates) or results from its (or their)
         research or development activities, (ii) is private or confidential in
         that it is not generally known or available to the public and (iii) is
         intended to give the Employer (or any of its subsidiaries or
         affiliates) an opportunity to obtain an advantage over competitors who
         do not know or use it.

                  (d) Cooperation. During Executive's employment by the Employer
         and thereafter, Executive shall promptly notify the Employer 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 Employer or any of its subsidiaries or
         affiliates. During the Payment Period, Executive shall cooperate fully
         with the Employer and its subsidiaries and affiliates in connection
         with any Proceeding at no expense to the Employer or any of its
         subsidiaries or affiliates other than the reimbursement of Executive's
         reasonable out-of-pocket expenses. If Executive is required to assist
         Employer or any of its subsidiaries or affiliates with any Proceeding
         after the Termination Date and the completion of any continuing
         payments under this Agreement, Employer shall pay Executive a
         reasonable per diem fee, in addition to any expense reimbursement, for
         such assistance, based on Executive's annual base salary rate
         immediately preceding the Termination Date. Executive shall not
         disclose any confidential or privileged information in connection with
         any Proceeding without the consent of the Employer and shall give
         prompt notice to the Employer of any request therefore.

                  (e) Acknowledgement Regarding Covenants. Executive
         acknowledges and agrees that the promises and restrictive covenants set
         forth in this Agreement are reasonable and necessary to protect the
         interests of the Employer and reasonably limited in time, scope and
         territory. Executive acknowledges that, given his former position and
         the information he possesses regarding the Employer and its operations,
         the business of the Employer would be substantially



                                       5
<PAGE>


         and materially damaged in the event of any violation of the promises
         and covenants in this paragraph 4, and the Employer shall be entitled
         (in addition to any other remedy that may be available to it) to (i) a
         decree or order for specific performance of any such promise or
         covenant and (ii) an injunction restraining the violation or threatened
         violation of any such promise or covenant. In addition, Executive shall
         immediately forfeit all rights to any payments or benefits to which he
         may be otherwise entitled under this Agreement in the event of a breach
         of any of the covenants given in this Agreement. If Employer, not in
         good faith, terminates any payments to Executive, the Employer shall
         pay all costs incurred by Executive, including actual legal fees, in
         connection with the recovery of any amounts due him under this
         Agreement.

         4.       RETURN OF PROPERTY. Executive agrees to immediately return all
                  Employer property (and any copies of such property) of
                  whatsoever kind and character, including, without limitation,
                  keys, credit cards, documents, computers, computer software,
                  discs and media, policy and procedures manuals and all other
                  tangible or intangible property of Employer.

         5.       No DISPARAGEMENT. The Executive agrees not to make any oral or
                  written statements or otherwise engage in any act that is
                  intended or may reasonably be expected to harm the reputation,
                  business or prospects of the Employer, its officers,
                  directors, stockholders or employees or any persons related to
                  the foregoing. The Employer further agrees that its Board
                  members or executive officers shall not to make any oral or
                  written statements or otherwise engage in any act that is
                  intended or may reasonably be expected to harm the reputation,
                  business or prospects of the Executive.


         6.       RELEASE. Executive, for him, and his heirs, executors,
                  administrators, successors and assigns, hereby releases and
                  forever discharges Employer, its affiliates and respective
                  officers, directors, agents, representatives, shareholders,
                  employees (current and former), employee benefit plans,
                  successors, predecessors, assigns, and any and all other
                  persons, firms, corporations and other legal entities
                  associated with Employer (collectively referred to as the
                  "Released Parties"), of and from any and all claims, demands,
                  actions, causes of action, debts, damages, expenses, suits,
                  contracts, agreements, costs and liabilities of any kind,
                  nature or description, whether direct or indirect, known or
                  unknown, in law or in equity, in contract, tort or otherwise,
                  which Executive ever had, now has or may have against any of
                  the Released Parties as of the date of execution of this
                  Agreement, whether known or unknown, suspected or unsuspected,
                  or which may be based upon pre-existing acts, claims or events
                  occurring at any time up to the present date including, but
                  not limited to, claims arising under the Employment Agreement,
                  the SRIP, Title VII of the Civil Rights Act of 1964 or state
                  civil rights statutes, claims arising under the Age
                  Discrimination in Employment Act of 1967

<PAGE>



                  ("ADEA"), as amended by the Older Workers Benefit Protection
                  Act ("OWBPA"), claims arising under the Americans with
                  Disabilities Act ("ADA"), the Family and Medical Leave Act
                  ("FMLA"), the Fair Labor Standards Act ("FLSA"), the National
                  Labor Relations Act ("NLRA"), the Employee Retirement Income
                  Security Act ("ERISA"), claims for breach of express or
                  implied contract, breach of promise, promissory estoppel, loss
                  of income, back pay, reinstatement, front pay, impairment of
                  earning capacity, wrongful termination, discrimination, damage
                  to reputation, fraud, violation of public policy, retaliation,
                  negligent or intentional infliction of mental or emotional
                  distress, intentional tort or any other federal, state or
                  local common law or statutory claims, and all other claims and
                  rights, whether in law or equity. It is the intention of the
                  parties that this paragraph will be construed as broadly as
                  possible; however, this paragraph does not include claims
                  arising under state workers' compensation laws, state
                  unemployment laws and any claims that arise after the signing
                  of this Agreement. This paragraph also does not affect
                  Executive's right to file a charge or otherwise participate in
                  an EEOC proceeding insofar as it is required by current EEOC
                  regulations. Executive understands that Employer will assert
                  this Agreement as an affirmative defense against any claim
                  asserted by Executive in any forum. Employer releases and
                  discharges Executive and his heirs, executors and assigns,
                  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
                  Employer may have arising from or relating to the Executive's
                  employment or termination from employment with the Employer.
                  Executive does not waive his legal right to his personnel
                  file.

         7.       NON-DISCLOSURE. Executive shall not, except as may be required
                  by law and with advance notice to Employer, disclose the
                  financial terms of this Agreement or any of its terms to any
                  third parties other than Executive's spouse, tax advisors,
                  accountants and attorneys. Executive agrees that any violation
                  of this non-disclosure paragraph will result in substantial
                  and irreparable injury to Employer. The Employer shall take
                  all reasonable steps to protect from disclosure the financial
                  terms of this Agreement, except as such disclosure is required
                  by law.

         8.       REFERENCES.  Attached as Attachment A is a copy
                  of a letter of commendation signed by David
                  Stockman that has been provided to Executive. In
                  the event that Executive seeks a reference for
                  employment purposes, the human resources
                  department shall follow its policy of providing
                  confirmation of dates of employment, positions
                  held and compensation upon in response to any
                  request authorized by Executive.

         9.       CONSIDERATION TIME AND REVOCATION Period. Consistent with the
                  ADEA, this Agreement was first given to Executive on August
                  11, 2003. Executive has twenty-one (21) calendar days during
                  which to review and



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                  consider this offer. Executive is not required to, but may
                  accept this Agreement by signing and returning the Agreement
                  at any time prior to September 1, 2003. In the event Executive
                  signs and returns the Agreement before that time, Executive
                  certifies, by such execution, that he knowingly and
                  voluntarily waives the right to the full twenty-one (21) days,
                  for reasons personal to Executive, with no pressure by
                  Employer to do so. Employer and Executive further agree that
                  any changes, whether material or immaterial, to this Agreement
                  do not restart the running of the twenty-one (21) day
                  consideration period. Executive further acknowledges that
                  Employer was prepared to allow Executive a forty-five day
                  review period, but Executive, on advice of counsel, declined
                  such addition review time.

         Executive understands that he may revoke this Agreement for a period of
seven (7) calendar days following his execution of the Agreement. Executive
understands that any revocation, in order to be effective, must be: (1) in
writing and either postmarked within seven (7) days of the Executive's execution
of the Agreement and addressed to General Counsel, Collins & Aikman Products
Co., 250 Stephenson Highway Troy Michigan 48083, or (2) hand-delivered within
seven (7) days of Executive's execution of the Agreement to Collins & Aikman
Products Co General Counsel at the address listed above. If revocation is by
mail, certified mail, return receipt requested is required to show proof of
mailing.

         10.      NO PAYMENT. No payments or benefits under this Agreement shall
                  be made to Executive until after the seven (7) day revocation
                  period has expired. If Executive does not revoke this
                  Agreement within the seven (7) day revocation period, then
                  this Agreement shall become fully and finally effective and
                  the payments and benefits provided by the terms of Paragraph V
                  will be made to Executive.

         11.      COMPLETE AGREEMENT; NO REINSTATEMENT. In executing this
                  Agreement, Executive is doing so knowingly and voluntarily and
                  agrees that he has not relied upon any oral statements by
                  Employer or its representatives, and that this Agreement, when
                  signed by both parties, supersedes any and all prior written
                  agreements between the parties regarding the terms of
                  Executive's employment or the termination of such employment,
                  including, without limitation, the Employment Agreement
                  (except to the extent that provisions of the Employment
                  Agreement are specifically incorporated into this Agreement).
                  The Executive waives any right to reinstatement or future
                  employment with Employer following the Termination Date.

         12.      SEVERABILITY. Should any provision of this Agreement be
                  declared or determined by any court to be illegal or invalid,
                  the remaining parts, terms or provisions shall not be affected
                  thereby, and said illegal or invalid part, term or provision
                  shall be deemed not to be a part of this Agreement,


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                  provided,any restrictive covenant incorporated herein shall be
                  modifiable by a court of competent jurisdiction to the extent
                  such covenant is thereby made enforceable.

         13.      CHOICE OF LAW. This Agreement shall be deemed to be made and
                  entered into in the State of Michigan and shall in all
                  respects be interpreted, enforced and governed under the laws
                  of the State of Michigan and the United States.

EXECUTIVE REPRESENTS THAT HE FULLY UNDERSTANDS THE TERMS OF THIS AGREEMENT AND
EXECUTES IT KNOWINGLY AND VOLUNTARILY; THAT NO PROMISE, INDUCEMENT OR AGREEMENT
HAS BEEN MADE TO HIM OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT;
THAT THIS AGREEMENT, INCLUDING THE COVENANTS INCORPORATED BY REFERENCE, CONTAINS
THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE MODIFIED EXCEPT BY A
SUBSEQUENT WRITTEN AGREEMENT, EXECUTED BY BOTH PARTIES, WHICH SPECIFICALLY
EVIDENCES AN INTENT TO MODIFY THIS AGREEMENT; AND THAT EXECUTIVE HAS BEEN
ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT.



                -----------------------------------
                                             .
                        ---------------------

                  -----------------------------------
                            DATE OF EXECUTIVE'S SIGNATURE



                                    COLLINS & AIKMAN CORPORATION
                                              (EMPLOYER)

                            BY:
                               -------------------------------------------------

                               ITS:
                                   ---------------------------------------------


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