COLLINS & AIKMAN CORP
EMPLOYMENT AGREEMENT - GERALD E. JONES
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>k79985exv10w2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT - GERALD E. JONES
<TEXT>
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                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
as of August 27, 2003, by and between COLLINS & AIKMAN CORPORATION, a Delaware
corporation (the "Company"), and Gerald E. Jones ("Employee").

                               W I T N E S S E T H

         WHEREAS, the Company wishes to retain Employee's services by providing
Employee the compensation and benefits set forth in this Agreement;

         WHEREAS, Employee wishes to continue his employment with the Company
under the terms and conditions set forth below;

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:

         1.       Term of Employment. The Company hereby agrees to employ
Employee, and Employee hereby accepts employment, for a period of three (3)
years, commencing September 1, 2003 and ending August 31, 2006, subject to the
terms and conditions of this Agreement. At the end of such initial three (3)
year term, unless the Company shall have given Employee thirty (30) days prior
written notice of its intention to terminate this Agreement at the end of the
initial term hereof, the term of this Agreement shall automatically be extended
by an additional one year period. Thereafter, unless the Company shall have
given Employee thirty (30) days prior written notice of its intention to
terminate this Agreement at the end of the term then in effect, the term of this
Agreement shall automatically be extended by an additional one year period.

         2.       Position of Employment. During the term of this Agreement,
Employee shall be employed in the position of Executive Vice President, Fabric
Manufacturing Operations and shall perform such services for the Company and its
affiliates as may be assigned to him from time to time by the President of
Automotive Trim of the Company. Employee shall devote his entire business time
and attention to the affairs of the Company and the performance of his duties
hereunder and shall serve the Company diligently and to the best of his
abilities.

         Nothing in this Agreement shall prohibit Employee from participating in
civic or community organizations or from making passive investments using his
personal assets so long as such participation and investments do not interfere
with the performance of Employee's duties under this Agreement. In addition,
Employee may, with the prior written approval of the President and Chief
Executive Officer of the Company, serve as a member of the board of directors of
any business that is not a direct or indirect competitor of the Company and its
affiliates.

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         3.       Compensation.

                  (a)      Base Salary. The Company shall pay to Employee base
         salary at an annual rate of not less than Three Hundred Fifteen
         Thousand Dollars ($315,000) during the term of his employment
         hereunder. Such amount shall be reviewed annually by the President of
         Automotive Trim and may be increased in his sole discretion.

                  (b)      Bonus Plan. During the term of Employee's employment
         hereunder, Employee shall be eligible to participate in the Company's
         annual bonus plan, subject to the policies and procedures that the
         Compensation Committee has adopted or shall, in its discretion, adopt
         including, without limitation, policies regarding setting performance
         objectives, targets amounts, evaluation, and the form and timing of
         payments. The annual bonus target for Employee shall be forty (40%) of
         Employee's base salary.

         4.       Benefits and Perquisites. Employee shall be entitled to such
fringe benefits and perquisites, and to participate in such pension, savings
plan and benefit plans, as are generally made available to similarly situated
executives of the Company during the term hereof, including consideration for
annual stock option awards, major medical, extended medical and disability
insurance, supplemental retirement income plan, group term life insurance and
appropriate annual holidays, sick days, perquisite account, and vacation time,
as such plans, policies and programs may exist from time to time, subject to the
terms and conditions of such plans, policies and programs.

         5.       Reimbursement of Expenses. The Company shall reimburse
Employee for all reasonable travel, entertainment and other reasonable business
expenses reasonably incurred by Employee in connection with the performance of
his duties hereunder, provided that Employee furnishes to the Company adequate
records or other evidence respecting such expenditures. The Company shall
reimburse Employee for the cost of legal counsel in connection with the review
of this Agreement on Employee's behalf, provided that such reimbursement shall
not exceed Twenty-five Hundred Dollars ($2,500).

         6.       Termination of Employment. Employee's employment under this
Agreement may be terminated:

                  (a)      by the Company upon Employee's death (which shall be
         referred to as a "Death Termination") or in the event of Employee's
         absence from work for one-hundred and twenty (120) or more work days
         out of any three hundred and sixty (360) day period on account of
         Employee's physical or mental disability (which shall be referred to as
         an "Inability Termination");

                  (b)      by the Company for Cause, which means (i) fraud or
         misappropriation with respect to the business of the Company or
         intentional material damage to the property or business of the Company,
         (ii) failure by Employee to perform his duties and responsibilities and
         to carry out his authority, (iii) malfeasance or misfeasance or breach
         of fiduciary duty or misrepresentation

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         to the Company or its stockholders, (iv) failure to act in accordance
         with any specific lawful instructions of the Board of Directors of the
         Company, the President and Chief Executive Officer, or such other
         officers to whom Employee is assigned to report, (v) any grossly
         negligent act or omission by Employee relating to the performance of
         his duties hereunder which the Board, in its sole discretion,
         determines damages the Company's reputation or future business
         prospects, (vi) any intentional breach of Company written employment
         policies, or (vii) conviction of Employee of a felony (all of which
         shall be referred to as a "For Cause Termination"); provided, however,
         that Employee may, in the fourteen (14) day period following the date
         of any written notice of termination as a result of the occurrence of
         any of the events described in clauses (i) through (vi) above, provide
         written evidence to the Committee that such determination was based on
         a mistake of fact or that the circumstance giving rise to Cause has
         been cured in such fourteen (14) day period. If the Committee finds
         that the determination of Cause was based on a mistake of fact, or that
         the Employee has given evidence satisfactory to the Committee in its
         sole discretion that Cause has been cured within the fourteen (14) day
         period, then the notice of termination may be revoked by the Committee.
         If the Board or the Committee takes no action within such fourteen (14)
         day period, the Termination Date shall be the date set forth in the
         notice delivered to the Employee. The Committee may require Employee to
         absent himself from the premises of the Company during any such
         fourteen (14) day period. Failure of the Company to give notice of
         Cause at the first instance of an event giving rise to Cause shall not
         preclude the Company from finding Cause in subsequent instances;

                  (c)      by the Company at any time for any reason other than
         a For Cause Termination, Death Termination or Inability Termination
         (which shall be referred to as a "No Cause Termination");

                  (d)      by Employee at any time for any reason other than a
         "Constructive Termination" (as defined below) (which shall be referred
         to as a "Voluntary Termination"); or

                  (e)      by Employee within thirty (30) days after the
         occurrence of one or more of the following: (i) any material reduction
         in Employee's base salary, bonus opportunity, or health benefits,
         unless such reduction is being made in conjunction with an
         across-the-board reduction in the salaries of all similarly situated
         executives of the Company or (ii) a material reduction in Employee's
         duties and responsibilities or other breach of this Agreement by the
         Company (which shall be referred to as a "Constructive Termination");
         provided, however, that no event or circumstance described in clause
         (i) or (ii) shall give rise to a "Constructive Termination" for
         purposes of this Agreement unless Employee shall have given notice to
         the Company of Employee's determination of the occurrence of an event
         or circumstance described in clause (i) or (ii) and such event or
         circumstance shall be continuing as of the end of forty-five (45) days
         after the giving of such notice.

<PAGE>

         7.       Termination Procedure.

                  (a)      Notice of Termination. Any termination of Employee's
         employment by the Company or by Employee under Paragraph 6 hereof shall
         be communicated by written Notice of Termination to the other party
         hereto in accordance with Paragraph 13. For purposes of this Agreement,
         a "Notice of Termination" shall mean notice that indicates the specific
         termination provision in this Agreement relied upon and sets forth in
         reasonable detail the facts and circumstances providing a basis for
         termination of Employee's employment under the provision so indicated.

                  (b)      Termination Date. "Termination Date" shall mean (i)
         if Employee's employment is terminated pursuant to Paragraph 6(a) or
         (b) above, the date on which a Notice of Termination is given or (ii)
         if Employee's employment is terminated pursuant to Paragraph 6(c), (d)
         or (e) above, thirty (30) days after the date on which a Notice of
         Termination is given.

         8.       Benefits Upon Termination.

                  (a)      Termination as a Result of Death, Inability,
         Voluntary or For Cause Termination. If Employee's employment under this
         Agreement is terminated prior to the expiration of the term of this
         Agreement as a result of a Death Termination, an Inability Termination,
         a Voluntary Termination or a For Cause Termination, the Company shall
         pay Employee or, if applicable, Employee's estate or legal
         representative, (i) Employee's unpaid base salary under Paragraph 3(a)
         accrued to the date on which his employment terminates, (ii) any
         accrued but unused vacation, and (iii) all vested and accrued benefits
         earned by Employee under any employee benefit plans and programs
         sponsored by the Company in which Employee participates, subject to the
         terms and conditions of such plans and programs.

                  (b)      Termination as a Result of No Cause Termination or
         Constructive Termination. If Employee's employment under this Agreement
         is terminated prior to the expiration of the term of this Agreement as
         a result of a No Cause Termination or a Constructive Termination, the
         Company shall pay and provide to Employee the following benefits:

                           (i)      Employee's unpaid base salary accrued to the
                  Termination Date, any accrued but unused vacation, any
                  declared but unpaid bonus for the year preceding the
                  Termination Date;

                           (ii)     base salary for twenty-four (24) months,
                  based on the rate of base salary in effect immediately
                  preceding the Termination Date;

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                           (iii)    an amount determined by multiplying
                  Employee's average actual, annual bonus under Section 3(b) for
                  the prior three (3) years (or such shorter term as Employee
                  has participated in a Company bonus program) by a fraction,
                  the numerator of which is the number of whole months of
                  service by Employee during the year in which occurs the
                  Termination Date and the denominator of which is twelve (12);
                  and

                           (iv)     continued participation in the benefit
                  plans, programs and arrangements described in Paragraphs 4(a)
                  during the severance period described in Paragraph 8(b)(ii)
                  above (other than the vacation, sick day or holiday pay
                  policies, annual executive physical program, long-term
                  disability plan and supplemental retirement income plan);
                  provided, however, that participation in such benefit plans,
                  programs and arrangements shall cease prior to the expiration
                  of the severance period to the extent Employee has been
                  offered or actually participates in comparable benefit plans,
                  programs or arrangements with another employer during such
                  period, and Employee shall report any such offer or
                  participation to the Company.

         In addition, all outstanding stock options granted to Employee under
         the Company's stock option plans will immediately vest upon a No Cause
         Termination or a Constructive Termination prior to the expiration of
         the term of this Agreement and will continue to be fully exercisable
         until the earlier of ninety (90) days after the Termination Date or the
         original expiration date of said options. The Company shall also cause
         Employee to receive all vested and accrued benefits earned by Employee
         under all employee benefit plans and programs sponsored by the Company
         in which Employee participates.

                  (c)      Method of Payment of Severance Compensation. The
         amount due to Employee pursuant to Paragraph 8(b)(ii) above shall be
         paid on a periodic basis in accordance with the Company's normal pay
         practice and shall be subject to all customary withholding and tax
         deposit requirements. The amount due to Employee pursuant to Paragraph
         8(b)(iii) above shall be paid in a lump sum upon the expiration of the
         severance period described in Paragraph 8(b)(ii), subject to all
         appropriate withholding and tax deposit requirements.

                  (d)      Employee's entitlement in the event of termination of
         employment for any reason to benefits or payments under any retirement
         or deferred compensation plans shall be determined in accordance with
         and subject to the terms and conditions of such plans.

         9.       Covenants of Employee.

                  (a)      Non-disparagement. Employee shall at all times
         refrain from taking any action or making any statements, written or
         oral, which are intended to and do disparage the goodwill or reputation
         of the Company or any of its

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         subsidiaries or affiliates or any directors or officers thereof or
         which could adversely affect the morale of employees of the Company or
         its subsidiaries.

                  (b)      Non-Competition. Employee shall not Compete (as
         hereinafter defined) with the Company or any of its subsidiaries or
         affiliates in any way during the term of his employment with the
         Company and for the twenty-four (24) month period following the
         Termination Date (the "Restricted Period"). "Compete" means to engage
         in any business activity whatsoever related in any manner or fashion to
         any business of the Company or any of its subsidiaries or affiliates.
         Without limiting the generality of the foregoing, Employee shall not,
         during the Restricted Period, 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 business which Competes with the
         Company or any of its subsidiaries of affiliates; provided, however,
         that notwithstanding the foregoing, nothing contained in the Agreement
         shall be deemed to preclude Employee from owning not more than five
         percent (5%) of the publicly traded securities of any entity which
         Competes with the Company.

                  (c)      Non-Solicitation. Employee 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 twelve (12) month
         period immediately preceding Employee's Termination, (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 or affiliates with any person, including any person who,
         at any time during the twelve (12) month period immediately preceding
         Employee's Termination Date, was an employee, contractor, supplier or
         customer of the Company or any of its subsidiaries or affiliates.

                  (d)      Confidential Information. Employee understands that
         in the performance of services hereunder Employee may obtain knowledge
         of "confidential information" (as hereinafter defined) relating to the
         business of the Company (or of any of its subsidiaries or affiliates).
         Employee shall not, without the prior written consent of the President
         and Chief Executive Officer of the Company, either during Employee's
         employment by the Company or at any time thereafter, (i) use or
         disclose any such confidential information outside the Company (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
         Company, 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 Company whether

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         or not the same shall or may have been originated, discovered or
         developed by Employee. 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 Company (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 Company (or any of its subsidiaries or affiliates)
         an opportunity to obtain an advantage over competitors who do not know
         or use it.

                  (e)      Return of Materials. Upon the termination of
         Employee's employment, Employee shall return to the Company all
         property of the Company in or under Employee's possession or control,
         including without limitation all tangible "confidential information"
         described in Paragraph 9(d) above. Such return shall be made at such
         place in Troy, Michigan as the Company shall specify and shall be made
         within five (5) days after Employee's Termination Date.

                  (f)      Cooperation. During Employee's employment by the
         Company and 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 of its subsidiaries or
         affiliates. Before the Termination Date and during any period for which
         payments are received under Section 8, Employee shall cooperate fully
         with the Company and its subsidiaries and affiliates in connection with
         any Proceeding at no expense to the Company or any of its subsidiaries
         or affiliates other than the reimbursement of Employee's reasonable
         out-of-pocket expenses. If Employee is required to assist the Company
         or any of its subsidiaries or affiliates with any Proceeding after the
         Termination Date and the completion of any continuing payments under
         Section 8, the Company shall pay Employee a reasonable per diem fee, in
         addition to any expense reimbursement, for such assistance, based on
         Employee's annual base salary rate immediately preceding the
         Termination Date. Employee shall not disclose any confidential or
         privileged information in connection with any Proceeding without the
         consent of the Company and shall give prompt notice to the Company of
         any request therefore.

                  (g)      Acknowledgement Regarding Covenants. Executive
         acknowledges and agrees that the promises and restrictive covenants set
         forth in this Paragraph 9 are reasonable and necessary to protect the
         interests of the Company and reasonably limited in time, scope and
         territory. Executive acknowledges that, given his former position and
         the information he possesses regarding the Company and its operations,
         the business of the Company would be substantially and materially
         damaged in the event of any violation of the promises and covenants
         herein contained, and the Company shall be entitled (in addition to any

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         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, Employee 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 Paragraph 9. The covenants of Employee
         contained in this Paragraph 9 shall survive the expiration of this
         Agreement or the termination of this Agreement by either party.

         10.      Release. In consideration of the compensation continuance
available in certain events pursuant to this Agreement, and as a condition to
the receipt of any such salary continuation and other benefits provided by this
Agreement following the Termination Date, Employee shall sign a written release
by which Employee shall unconditionally release and covenant not to sue the
Company and its affiliates and directors, officers, employees and stockholders
thereof, and release the Company and its affiliates and directors, officers,
employees and stockholders 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 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.

         11.      Governing Law; Jurisdiction. The validity, interpretation and
performance of this Agreement shall be governed by the laws of Michigan,
regardless of the laws that might be applied under applicable principles of
conflicts of laws. Any legal proceeding filed in connection with a claim under
this Agreement shall be brought in a federal or state court in Michigan, and the
parties hereby submit to personal jurisdiction in those courts for such purpose.

         12.      Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the parties hereto with respect to the
matters referred to herein and supersedes all prior agreements and
understandings between the parties hereto with respect to the matters referred
to herein.

         13.      Notice. Any written notice required to be given by one party
to the other party hereunder shall be deemed effective if mailed by certified or
registered mail:

                  To the Company:                Collins & Aikman Products Co.
                                                 250 Stephenson Highway
                                                 Troy, Michigan  48083
                                                 Attention: Jay Knoll
                                                            General Counsel

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                  To Employee:                       Gerald E. Jones
                                                     9806 Colt Drive
                                                     Bahama, NC   27503

or such other address as may be stated in notice given under this Paragraph 13.

         14.      Severability. The invalidity, illegality or enforceability 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 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.

         15.      Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their personal
representatives, and, in the case of the Company, its successors and assigns,
and Paragraph 10 shall also inure to the benefit of the other persons and
entities 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. Employee
understands that the assignment of this Agreement or any benefits hereof or
obligations hereunder by the Company to any of its subsidiaries or affiliates or
to any purchaser of all or a substantial portion of the assets of the Company or
of any affiliated company then employing Employee, and the employment of
Employee by such subsidiary or affiliate or by any such purchaser or by any
successor of the Company in a merger or consolidation, shall not be deemed a
termination of Employee's employment for purposes of Paragraphs 6, 7 and 8 or
otherwise.

         16.      Amendment. This Agreement may be amended or canceled only by
an instrument in writing duly executed and delivered by each party to this
Agreement.

         17.      Headings. Headings contained in this Agreement are for or
convenience only and shall not limit this Agreement or affect the interpretation
thereof.

                  IN WITNESS WHEREOF, the parties hereto have executed this
         Agreement as of the day and year first above written.

                                                    /S/  Gerald E. Jones
                                                --------------------------------
                                                Gerald E. Jones

                                           COLLINS & AIKMAN CORPORATION

                                          By: /S/  David Stockman
                                             -----------------------------------
                                             David Stockman, Chairman & CEO

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