COLLINS & AIKMAN CORP
CHANGE IN CONTROL AGREEMENT/ROBICH
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>6
<FILENAME>g65206ex10-9.txt
<DESCRIPTION>CHANGE IN CONTROL AGREEMENT/ROBICH
<TEXT>

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                                                                    EXHIBIT 10.9

                           CHANGE IN CONTROL AGREEMENT


THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made and entered into as
of August 1, 2000, by and between COLLINS & AIKMAN CORPORATION, a Delaware
corporation (the "Company"), and JOSEPH P. ROBICH (the "Executive").


                              Statement of Purpose

         The Company wishes to encourage the continued service and dedication of
Executive in the event of any actual or contemplated Change in Control (as
defined below) of the Company. The Company has determined that these objectives
are best accomplished by providing Executive with individual financial security
pursuant to the terms of this Agreement, which the Company believes are fair and
reasonable and consistent with the practices of other major corporations.

         NOW, THEREFORE, in consideration of the premises and mutual convenants
herein contained, the Company and Executive hereby agree as follows:

         1. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

         (a)      Change in Control means and shall be deemed to have occurred
                  upon:

                  (i)      the acquisition, directly or indirectly, by any
                           "person" (within the meaning of Section (13(d) or
                           14(d) of the Securities Exchange Act of 1934, (as
                           amended) within any 12 month period of more than 80%
                           of the combined voting power of the then outstanding
                           voting securities of the Company entitled to vote
                           generally in the election of directors, including,
                           but not limited to, by merger, consolidation or
                           similar corporate transaction or by purchase;
                           excluding, however, the following ("Excluded
                           Transactions"): (A) any acquisition of beneficial
                           ownership by the Company, any subsidiary of the
                           Company, Wasserstein Perella Partners, L.P.,
                           Blackstone Capital Partners L.P. or an affiliate of
                           any of the foregoing, (B) any acquisition by an
                           employee benefit plan (or related trust) sponsored or
                           maintained by the Company or any subsidiary of the
                           Company, and (C) any merger, consolidation or other
                           form of business acquisition or combination
                           transaction in which, immediately after the
                           transaction and giving effect thereto and the
                           issuance of securities therein, holders of Common
                           Stock of the Company beneficially own or are entitled
                           to receive equity securities of the acquiring,
                           surviving or resulting entity (or any parent company
                           or

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                           other affiliate thereof) that, in the aggregate,
                           represent more than 20% of the combined voting power
                           entitled to be cast generally; or

                  (ii)     the sale of any business, businesses or assets of the
                           Company in any single transaction or series of
                           related transactions effected within any 12 month
                           period, which, on an aggregate basis, produced at
                           least 80% of the consolidated net sales of the
                           Company, calculated by giving pro forma effect to
                           such transactions, and any acquisitions effected
                           during the relevant period, for the fiscal year
                           immediately preceding such transaction or, if
                           applicable, the first such transaction in the 12
                           month period in which the transaction or series of
                           related transactions occurred, excluding, however,
                           any Excluded Transaction.

         (b)      Change in Control Period means the period commencing three
                  months prior to the date of a Change in Control and ending on
                  the first anniversary of such date or if later, the expiration
                  of the 45 day period referred to in Section 1 (d)(3) below.

         (c)      Code means the Internal Revenue Code of 1986, as amended.

         (d)      Constructive Termination means a termination of Executive's
                  employment by Executive during a Change in Control Period
                  which is due to:

                  (i)      the involuntary relocation of Executive to any office
                           or location more fifty (50) miles from the office or
                           location at which Executive is then located;

                  (ii)     a material reduction in Executive's total
                           compensation and benefit package; or

                  (iii)    a significant reduction in Executive's
                           responsibilities, position or authority (including
                           changes resulting from the assignment to Executive of
                           any duties inconsistent with his responsibilities,
                           position or authority in effect immediately prior to
                           the Change in Control Period);

         provided, however, that, notwithstanding any other provision hereof, no
         event or circumstance will constitute "Constructive Termination" for
         purposes of this Agreement (A) if Termination For Cause exists or (B)
         unless (1) Executive shall have given notice to the Company of
         Executive's determination of the occurrence of such event, (2) such
         event constitutes one of the events specified in clauses (i) - (iii)
         above, and (3) such event shall be continuing as of the end of 45 days
         after the giving of such notice.

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         (e)      Date of Termination means the later of (i) the date of receipt
                  of the Notice of Termination by the Company or Executive, as
                  the case may be, or (ii) any later date specified therein
                  (which shall be not more than thirty (30) days after giving of
                  such notice).

         (f)      ERISA means the Employee Retirement Income Security Act of
                  1974, as amended.

         (g)      Involuntary Termination means a termination of Executive's
                  employment by the Company during a Change in Control Period
                  other than a Termination for Cause. Termination of Executive's
                  employment during a Change in Control Period by reason of
                  Executive's death or disability shall not be considered an
                  Involuntary Termination.

         (h)      Notice of Termination means a written notice which (i)
                  indicates the specific termination provision in this Agreement
                  relied upon, (ii) sets forth in reasonable detail the facts
                  and circumstances claimed to provide the basis for termination
                  of Executive's employment under the provision so indicated,
                  and (iii) if the termination date is other than the date of
                  receipt of such notice, specifies the termination date (which
                  shall be not more than thirty (30) days after the giving of
                  such notice).

         (i)      Termination For Cause means a termination of Executive's
                  employment by the Company as a result of:

                  (i)      Executive's fraud or misappropriation with respect to
                           the business of the Company or intentional damage to
                           the property or business of the Company or any
                           substantial asset;

                  (ii)     willful failure by Executive to perform his duties
                           and responsibilities and to carry out his authority.

                  (iii)    willful malfeasance or misfeasance or breach of
                           fiduciary duty or misrepresentation to the Company or
                           it stockholders;

                  (iv)     willful failure to act in accordance with any
                           specific lawful instructions of the Chairman and CEO
                           or a majority of the Board of Directors of the
                           Company; or

                  (v)      conviction of Executive of a felony.

         2.       Benefits Upon Involuntary Termination or Constructive
                  Termination During Change in Control Period. Subject to the
                  limitations of Section 3, in the event of an Involuntary
                  Termination or Constructive Termination of Executive for which
                  the Date of Termination is within a Change in Control Period,
                  the Company shall pay to Executive the following benefits in a

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                  lump sum payment (without discounting to present value) within
                  30 days of the Date of Termination:

                  (a)      to the extent not theretofore paid, Executive's base
                           salary through the Date of Termination;

                  (b)      a pro rata bonus equal to (1) Executive's target
                           bonus immediately preceding the Change in Control
                           Period multiplied by (2) a fraction, the numerator of
                           which is the number of whole months (rounded for
                           portions of months) elapsed in the relevant bonus
                           year prior to the Date of Termination, and the
                           denominator of which is 12;

                  (b)      twenty-four (24) months of base salary based on the
                           monthly rate of base salary in effect immediately
                           preceding the Change in Control Period, or if
                           greater, the rate of Base Salary in effect
                           immediately preceding the Date of Termination; and

                  (c)      Executive's target annual bonus in effect immediately
                           preceding the Change in Control Period multiplied by
                           two (2).

         In addition, (i) the Company shall offer Executive the opportunity to
         purchase his Company automobile at its net book value as of the Date of
         Termination, (ii) Executive shall be deemed to continue as an employee
         of the Company for 2 years following the Date of Termination for
         purposes of eligibility and vesting (but not benefit accrual), under
         any otherwise applicable retirement income plan or arrangement, and
         (iii) Executive will be entitled to continue to participate in all
         welfare benefit plans for such 2 year period, or, if earlier, the
         period ending on the date the Executive obtains new full-time
         employment. Subject to the limitations of Section 3, the Company shall
         also reimburse Executive for the cost of any continued coverage elected
         by Executive for himself and his eligible dependents under the
         Company's group health plan(s) at the end of the welfare benefit
         continuation period described in clause (iii) of the immediately
         preceding sentence pursuant to Section 4980B of the Code and Section
         601 et seq. of ERISA.

         3.       Limitation on Benefits.

         (a)      General. Any benefits payable or to be provided to Executive,
                  whether pursuant to this Agreement or otherwise, which
                  constitute Parachute Payments (as defined below) shall be
                  subject to the limitation of this Section 3 so that the
                  benefits payable or to be provided to Executive under this
                  Agreement, as well as any payments or benefits provided
                  outside of this Agreement, shall not cause the Company to have
                  paid an Excess Parachute Payment (as defined below).
                  Accordingly, anything in this Agreement to the contrary
                  notwithstanding, in the event that the certified public
                  accountants regularly employed by the Company

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                  immediately prior to a Change in Control (the "Accounting
                  Firm") shall determine that Executive's receipt of all
                  Parachute Payments would cause the Company to pay an Excess
                  Parachute Payment, it shall determine the Reduced Amount, and
                  the aggregate Parachute Payments shall be reduced to such
                  Reduced Amount in accordance with the provisions of Section 3
                  (c) below.

                  (b)      Definitions. For purpose of this Section 3;

                           (ii)     "Excess Parachute Payment" shall have the
                                    same meaning as the term "excess payment"
                                    defined in Section 280G(b)(1) of the Code;

                           (ii)     "Parachute Payment" shall mean any payment
                                    or distribution in the nature of
                                    compensation to or for the benefit of
                                    Executive which is contingent on a "change"
                                    under and within the meaning of Section
                                    280G(b)(2)(A)(i) of the Code, whether paid
                                    or payable pursuant to this Agreement or
                                    otherwise.

                           (iii)    "Present Value" shall mean such value
                                    determined in accordance with Section
                                    280G(d)(4) of the Code; and

                           (iv)     "Reduced Amount" shall mean the the largest
                                    aggregate amount of Parachute Payments
                                    Executive may receive without causing the
                                    Company to have paid an Excess Parachute
                                    Payment.

         (c)      Limitation. If the Accounting Firm determines that Parachute
                  Payments should be limited to the Reduced Amount, the Company
                  shall promptly give Executive notice to that effect and a copy
                  of the detailed calculation thereof, and Executive may then
                  elect, in Executive's sole discretion, which and how much of
                  the Parachute Payments, including without limitation Parachute
                  Payments made outside of this Agreement, shall be eliminated
                  or reduced (as long as after such election the Present Value
                  of the aggregate Parachute Payments is equal to the Reduced
                  Amount), and shall advise the Company in writing of such
                  election within 10 days of Executive's receipt of notice. If
                  no such election is made by Executive within such 10 days
                  period, the Company may elect which of the Parachute Payments,
                  including without limitation Parachute Payments made outside
                  of this Agreement, shall be eliminated or reduced (as long as
                  after such election the Present Value of the aggregate
                  Parachute Payments is equal to the Reduced Amount) and shall
                  notify Executive promptly of such election. All determinations
                  made by the Accounting Firm under this Section 3 shall be
                  binding upon the Company and Executive and shall be made
                  within 45 days immediately following the

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                  Date of Termination. As promptly as practicable following such
                  determination, the Company shall pay to or distribute for the
                  benefit of Executive such Parachute Payments as are then due
                  to Executive under this Agreement.

         4.       Non-Exclusivity of Rights. Nothing in this Agreement shall
                  prevent or limit Executive's continuing or future eligibility
                  or participation in any benefits, bonus, incentive or other
                  plan provided by the Company and for which Executive may
                  qualify, nor shall anything herein limit or otherwise affect
                  such rights as Executive may have under any stock option or
                  other agreements with the Company. Amounts which are vested
                  benefits or which Executive is otherwise entitled to receive
                  under any plan or program of the Company subsequent to the
                  Date of Termination shall be payable in accordance with such
                  plan or program.

         5.       Full Settlement. The Company's obligation to make payments
                  provided for in this Agreement and otherwise to perform its
                  obligations hereunder shall not be affected by any set-off,
                  counterclaim, recoupment, defense or other claim, right or
                  action which the Company may have against Executive or other
                  parties. In no event shall Executive be obligated to seek
                  other employment or take any other action by way of mitigation
                  of the amounts payable to Executive under any of the
                  provisions of this Agreement. The Company agrees to pay, to
                  the full extent provided by law, all legal fees and expenses
                  which Executive may reasonably incur as a result of any
                  contest by the Company or others of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement or as a result of any contest by Executive about the
                  amount of any payment pursuant to this Agreement.

         6.       No Duplication of Benefits. Notwithstanding anything to the
                  contrary herein, the lump sum payment due to Executive under
                  Section 2 hereof shall be reduced by the amount of cash
                  severance or salary continuation benefits paid to Executive
                  pursuant to any other plan or policy of the Company or a
                  written employment agreement between the Company (or one of
                  its affiliates) and Executive, it being the intent of the
                  parties that Executive shall not receive post-employment
                  benefits hereunder and under such other plan, policy or
                  written employment agreement.

         7.       Succession. This Agreement shall inure to the benefit of and
                  shall be binding upon the Company and it successors and
                  assignees, but, without the prior written consent of
                  Executive, this Agreement may not be assigned other than in
                  connection with a merger, sale, consolidation or similar
                  transaction of all or substantially all of the business and/or
                  assets of the Company in which the successor or assignee
                  assumes (whether by operation of law or express assumption)
                  all obligations of the Company hereunder. The Company shall
                  require any successor to assume and

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                  agree to perform this Agreement in the same manner and to the
                  same extent that the Company would be required to perform it
                  if no such succession had taken place. The obligations and
                  duties of Executive hereunder shall be personal and not
                  assignable otherwise than by the laws of descent and
                  distribution.

         8.       Miscellaneous.

         (a)      Applicable Law. This Agreement shall be governed, construed
                  and interpreted in accordance with the laws of the State of
                  Michigan.

         (b)      Notices. All notices and communications hereunder shall be in
                  writing and shall be given by hand delivery to the other party
                  by registered or certified mail, return receipt requested,
                  postage prepaid, or by overnight mail, addressed as follows:

         If to Executive:

                  Mr. Joseph P. Robich

                  ------------------------------

                  ------------------------------

         If to the Company:

                  Collins & Aikman Corporation
                  5755 New King Court
                  Troy, Michigan 48098
                  Attention: Chairman and Chief Executive Officer

                  or to such other addresses as either party shall have
                  furnished to the other in writing in accordance herewith.
                  Notice and communications shall be effective when actually
                  received by the addressee.

         (c)      Validity. The invalidity or unenforceability of any provision
                  of this contract shall not affect the validity or
                  enforceability of any other provision of this Agreement.

         (d)      Tax Withholding. The Company may withhold from any amounts
                  payable under this Agreement such federal, state and local
                  taxes as shall be required to be withheld pursuant to any
                  applicable law or regulation.

         (e)      Waiver. The waiver of the breach of any term or of any
                  condition of this Agreement shall not be deemed to constitute
                  the waiver of any other breach of the same or any other term
                  or condition hereof.

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         (f)      Entire Agreement. This instrument contains the entire
                  agreement of the parties relating to the subject matter
                  hereof, and it replaces and supersedes any prior agreements
                  between the parties relating to said subject matter. No
                  modifications of this Agreement shall be valid unless made in
                  writing and signed by the parties hereto.

         (g)      No Right of Employment. Executive and the Company acknowledge
                  that the employment of Executive by the Company is "at will",
                  and prior to the date of a Change in Control, may be
                  terminated by either Executive or the Company at any time.
                  Upon a termination of Executive's employment prior to the date
                  of a Change in Control, there shall be no further rights under
                  this Agreement and this Agreement shall terminate and be of no
                  further force and effect.


                  IN WITNESS WHEREOF, the parties have executed this Agreement
                  as of the date first above written.


                                    EXECUTIVE:



                                    /s/ Joseph P. Robich
                                    -----------------------------------------
                                    Joseph P. Robich

                                    COMPANY:

                                    COLLINS & AIKMAN CORPORATION


                                    BY: /s/ Thomas E. Evans
                                        -------------------------------------
                                        THOMAS E. EVANS
                                        CHAIRMAN AND CHIEF EXECUTIVE OFFICER

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