IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION,

et al.1 Debtors. ) ) ) ) ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes
Hearing Date (If Necessary): February 16, 2006 at 2:00 pm Objection Deadline: February 13, 2006 at 4:00 p.m.

DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT OF CERTAIN NEW EXECUTIVES AND SENIOR MANAGERS The above-captioned debtors (collectively, the Debtors) hereby move the Court (this Motion) for entry of an order authorizing the employment of certain new executives and senior managers. In support of this Motion, the Debtors respectfully represent as follows: Jurisdiction 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 1334.

This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2).

1 The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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0555927060202000000000004

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2. 3.

Venue is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are sections 105(a) and

363(b) of chapter 11 of the Bankruptcy Code, 11 U.S.C. 101-1330 (the Bankruptcy Code). Background 4. On May 17, 2005 (the Petition Date), the Debtors filed their voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors are operating their businesses and managing their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in these cases. On the Petition Date, the Court entered an order jointly administering these cases pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). 5. On May 24, 2005, the United States trustee appointed an official

committee of unsecured creditors pursuant to section 1102 of the Bankruptcy Code (the Committee). 6. The Debtors and their non-Debtor affiliates are leading global suppliers of

automotive components, systems and modules to all of the worlds largest vehicle manufacturers, including DaimlerChrysler AG, Ford Motor Company, General Motors Corporation, Honda Motor Company, Inc., Nissan Motor Company Unlimited, Porsche Cars GB, Renault Crateur D Automobiles, Toyota SA and Volkswagen AG. Relief Requested 7. Simply put, this Motion is critical to the Debtors efforts to successfully

reorganize and otherwise maximize value for these estates. Over the past few months, the Debtors, led by their chief executive officer, Frank Macher, have been taking a critical look at their management resources in a number of key areas. The Debtors have concluded that certain 2
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changes are necessary to enhance the quality of their senior management team and improve prospects for maximizing recoveries for creditors. The Debtors, therefore, desire to proceed with employment offers to several new executives and senior managers. 8. Accordingly, the Debtors request that the Court approve the employment

of the new executives and senior managers set forth herein, pursuant to sections 105(a) and 363(b) of the Bankruptcy Code. The New Executives and Senior Managers 9. Upon the Courts approval, the Debtors intend to enter into employment

agreements (collectively, the Employment Agreements) (unless otherwise noted herein) to retain certain new executives and senior managers, substantially in the form attached hereto as Exhibit B and/or summarized below, as applicable. In particular, the Debtors are seeking to fill the following critical positions: (a) Executive Vice President & Chief Technology Officer; (b) Executive Vice President Commercial & Program Management; (c) Vice President Advanced Manufacturing & Tooling; (d) Vice President Finance Plastics; and (e) Executive Vice President Human Resources, each of which are critical to overseeing the success of the Debtors business operations. 10. The principal terms of the Employment Agreements are similar. The

following is a summary of the principal terms of the Employment Agreements:2 (a) Base Salary. Annual base salaries by position of employment: (i) Executive Vice President & Chief Technology Officer: $400,000;

The description of the principal terms of the Employment Agreements contained herein is intended solely to give the Court and interested parties a brief overview of the most significant terms of the Employment Agreements and is not intended in any way to constitute the controlling terms thereof. Capitalized terms used but not otherwise defined in this paragraph 10 shall have the meaning set forth in the Employment Agreements.

3
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(ii) (iii) (iv) (v) (b)

Executive Vice President Commercial & Program Management: $425,000; Executive Vice President Human Resources: $250,000 (no employment contract); Vice President Advanced Manufacturing & Tooling: $325,000 (no employment contract); and Vice President Finance Plastics: $225,000 (no employment contract).

Bonus Plan. Bonuses by position of employment: (i) Executive Vice President & Chief Technology Officer: The Employee will be paid a guaranteed annual bonus. The annual bonus percentage for the Employee will be fifty percent (50%) of the Employees base salary for the Employees first year of employment. The Employee also will be eligible to participate in the Success Sharing Plan previously approved by the Court [Docket No. 1901] at the discretion of the chief executive officer. Executive Vice President Commercial & Program Management: The Employee will be paid a guaranteed annual bonus. The annual bonus percentage for the Employee will be fifty percent (50%) of the Employees base salary for the Employees first year of employment. The Employee also will be eligible to participate in the Success Sharing Plan previously approved by the Court [Docket No. 1901] at the discretion of the chief executive officer. Executive Vice President Human Resources: The Employee will be entitled to participate in the Companys Retention Plan previously approved by this Court [Docket No. 1901]. Vice President Advanced Manufacturing & Tooling: The Employee will be entitled to participate in the Companys Retention Plan previously approved by this Court [Docket No. 1901]. Vice President Finance Plastics: The Employee will be paid a guaranteed annual bonus. The annual bonus percentage for the Employee will be thirty percent (30%) of the Employees base salary for the Employees first year of employment. The Employee also will be eligible to participate in the Success Sharing Plan previously approved 4

(ii)

(iii)

(iv)

(v)

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by the Court [Docket No. 1901] at the discretion of the chief executive officer. (c) Benefits and Perquisites. The Employee will 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 and senior managers of the Company during the term of the employment agreement. Reimbursement of Expenses. The Company will reimburse the Employee for all reasonable travel, entertainment and other reasonable business expenses reasonably incurred by the Employee in connection with the performance of his or her duties under the employment agreement, provided that the Employee furnishes to the Company adequate records or other evidence respecting such expenditures. The Executive Vice President & Chief Technology Officer will also receive a moving allowance equal to $150,000. Severance. The Executive Vice President & Chief Technology Officer and Executive Vice President Commercial & Program Management are each entitled to severance. If the Employees employment under the employment agreement is terminated prior to the expiration of the term of the employment agreement as a result of a No Cause Termination or a Constructive Termination, the Company will pay and provide to the Employee base salary for twelve months (in the case of the Executive Vice President & Chief Technology Officer) or six months (in the case of the Executive Vice President Commercial & Program Management), based on the rate of base salary in effect immediately preceding the Termination Date. Treatment of Payments. Every payment and distribution obligation of the Debtors under the Employment Agreements will be treated as an administrative expense pursuant to section 503(b)(1)(A) of the Bankruptcy Code. Basis for Relief 11. The employment of the new executives and senior managers will provide

(d)

(e)

(f)

a significant benefit to the Debtors estates by enhancing the quality of the Debtors senior management team, which will improve prospects for maximizing recoveries for creditors. The Debtors, in their business judgment, believe the employment arrangements are reasonable in light of the circumstances surrounding these cases and are in the best interests of the Debtors 5
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estates. Therefore, for the reasons discussed herein, the Debtors respectfully submit that the employment of the new executives and senior managers should be approved. 12. Section 105(a) of the Bankruptcy Code permits the court to issue any

order that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). Section 363(b) of the Bankruptcy Code provides, in relevant part, that the trustee, after notice and a hearing, may use, . . . other than in the ordinary course of business, property of the estate. A court has the statutory authority to authorize a debtor to use property of the estate pursuant to section 363(b)(1) of the Bankruptcy Code when such use is an exercise of the debtors sound business judgment and when the use of the property is proposed in good faith. In re Delaware & Hudson Ry. Co., 124 B.R. 169, 176 (D. Del. 1991); In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983); see also Fulton State Bank v. Schipper, 933 F.2d 513, 515 (7th Cir. 1991) (a debtors decision must be supported by some articulated business justification); Stephen Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (adopting the sound business purpose standard for sales proposed pursuant to section 363(b)); In re Montgomery Ward Holding Corp., 242 B.R. 147, 153 (Bankr. D. Del. 1999); In re Ernst Home Center, Inc., 209 B.R. 974, 979 (Bankr. W.D. Wash. 1997). 13. Under section 363(b) of the Bankruptcy Code, a debtor has the burden to

establish that it has a valid business purpose for using estate property outside the ordinary course of business. See Lionel Corp., 722 F.2d at 1070-71. Once the debtor has articulated such a valid business purpose, however, a presumption arises that the debtors decision was made on an informed basis, in good faith and in the honest belief that the action was in the debtors best interest. See In re Integrated Resources, Inc., 147 B.R. 650, 656 (S.D.N.Y. 1992). A party in

6
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interest seeking to challenge the debtors valid business purpose must produce some evidence supporting its objections. Montgomery Ward, 242 B.R. at 155. 14. The retention of executive management by chapter 11 debtors under

section 363 of the Bankruptcy Code has been approved numerous times by bankruptcy courts. See In re Penn Traffic Co., Case No. 03-22945 (ASH) (Bankr. S.D.N.Y. Sept. 17, 2003); In re Adelphia Comm. Corp., Case No. 02-41729 (REG) (Bankr. S.D.N.Y. Mar. 4, 2003); In re Worldcom, Inc., Case No. 02-13533 (AJG) (Bankr. S.D.N.Y. Dec. 16, 2002); In re Lernout & Hauspie Speech Products N.V., Case No. 00-4397 through 00-4399 (JHW) (Bankr. D. Del. Apr. 10, 2001); In re ICG Comm., Inc., Case No. 00-4238 (PJW) (Bankr. D. Del. Feb. 26, 2001); In re Imperial Home Decor Group, Inc., Case No. 00-19 (MFW) (Bankr. D. Del. June 14, 2000); In re Clothestime, Inc., Case No. SA95-22533-JW (Bankr. C.D. Cal. Feb. 13, 1997). 15. The Debtors submit that their decision to retain the new executives and

senior managers on terms consistent with the Employment Agreements or terms set forth herein, as applicable, is based upon their sound business judgment and is in the best interests of the Debtors estates. With the addition of the new executives and senior managers, the Debtors believe that they will have the resources necessary to ensure they meet their customer commitments, execute on their cost savings, successfully launch awarded business and work toward winning new programs. 16. Moreover, the terms of the Employment Agreements, including the salary,

benefits and other perquisites to be paid to the new executives and senior managers as outlined above, are the result of substantial arms-length negotiations between the Debtors and each of the new executives and senior managers. The Debtors and their advisors, including the Debtors compensation and benefits consultants, Towers Perrin, consider the employment terms to be fair, 7
K&E 10937872.4

reasonable and appropriate for executive management of a company of the Debtors size and in the Debtors industry. 17. As part of the Debtors continuing restructuring efforts, the Debtors have

worked with the Committee and the Debtors senior secured lenders, all of whom have stressed the importance of solid executive management and leadership of the very type that the new executives and senior managers will bring to the Debtors. The appointment of the new

executives and senior managers will help the Debtors move forward with their business plan and emerge from these cases poised to resume business as a strong and viable automotive industry competitor. Accordingly, to ensure the Debtors the greatest possible chances of successfully emerging from chapter 11, the Debtors believe that it is critical that the Debtors receive the Courts approval to fill the executive and senior manager positions set forth herein. Notice 18. Notice of this Motion has been given to the Primary Service List and

Affected Parties as required by the Case Management Procedures.3 In light of the nature of the relief requested, the Debtors submit that no further notice is required. No Prior Request 19. any other court. No prior motion for the relief requested herein has been made to this or

Capitalized terms used in this paragraph 18 not otherwise defined herein shall have the meanings set forth in the First Amended Notice, Case Management and Administrative Procedures [Docket No. 294].

8
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WHEREFORE, the Debtors respectfully request the entry of an order, substantially in the form attached hereto as Exhibit A, (a) authorizing the Debtors to employ new executives and senior managers on terms consistent with those summarized in the Motion, (b) authorizing the Debtors to enter into and perform under the Employment Agreements substantially in the form attached hereto as Exhibit B and (c) granting such other and further relief as is just and proper. Dated: February 1, 2006 KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

9
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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

ORDER AUTHORIZING THE EMPLOYMENT OF CERTAIN NEW EXECUTIVES AND SENIOR MANAGERS Upon the motion (the Motion)2 of the above-captioned debtors (collectively, the Debtors) for entry of an order approving the employment of certain new executives and senior managers; it appearing that the relief requested is in the best interest of the Debtors estates; it appearing that the Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); it appearing that venue of this proceeding and the Motion in this District is proper

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Motion.

K&E 10937872.4

pursuant to 28 U.S.C. 1408 and 1409; notice of the Motion and the opportunity for a hearing on the Motion was appropriate under the particular circumstances and that no other or further notice need by given; and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED 1. 2. The Motion is granted in its entirety. The Debtors are authorized to employ the new executives and senior

management on terms consistent with those summarized in the Motion. 3. The Debtors are authorized to enter into and perform under the

Employment Agreements substantially in the form attached to the Motion as Exhibit B. 4. Every payment and distribution obligation of the Debtors under the

Employment Agreements shall be treated as an administrative expense pursuant to section 503(b)(1)(A) of the Bankruptcy Code. 5. The Debtors are authorized to take any and all actions that are

contemplated by the Motion or necessary to effectuate this Order. 6. Notwithstanding the possible applicability of Fed.R.Bankr.P. 6004(g),

7062, 9014 or otherwise, the terms and conditions of this Order shall be immediately effective and enforceable upon its entry. 7. This Court shall retain jurisdiction to hear and determine all matters

arising from the implementation of this Order.

2
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IN THE UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION In re: COLLINS & AIKMAN CORPORATION, et al.1 Debtors. ) ) ) ) ) ) ) ) Chapter 11 Case No. 05-55927 (SWR) (Jointly Administered) (Tax Identification #13-3489233) Honorable Steven W. Rhodes

NOTICE AND OPPORTUNITY TO RESPOND TO THE DEBTORS MOTION FOR ENTRY OF AN ORDER AUTHORIZING THE EMPLOYMENT OF CERTAIN NEW EXECUTIVES AND SENIOR MANAGERS PLEASE TAKE NOTICE THAT the above-captioned debtors (collectively,

the Debtors) have filed the Debtors Motion for Entry of an Order Authorizing the Employment of Certain New Executives and Senior Managers (the Motion). PLEASE TAKE FURTHER NOTICE THAT your rights may be affected. You may wish to review the Motion and discuss it with your attorney, if you have one in these cases. (If you do not have an attorney, you may wish to consult one.)

The Debtors in the jointly administered cases include: Collins & Aikman Corporation; Amco Convertible Fabrics, Inc., Case No. 05-55949; Becker Group, LLC (d/b/a/ Collins & Aikman Premier Mold), Case No. 05-55977; Brut Plastics, Inc., Case No. 05-55957; Collins & Aikman (Gibraltar) Limited, Case No. 05-55989; Collins & Aikman Accessory Mats, Inc. (f/k/a the Akro Corporation), Case No. 05-55952; Collins & Aikman Asset Services, Inc., Case No. 05-55959; Collins & Aikman Automotive (Argentina), Inc. (f/k/a Textron Automotive (Argentina), Inc.), Case No. 05-55965; Collins & Aikman Automotive (Asia), Inc. (f/k/a Textron Automotive (Asia), Inc.), Case No. 0555991; Collins & Aikman Automotive Exteriors, Inc. (f/k/a Textron Automotive Exteriors, Inc.), Case No. 05-55958; Collins & Aikman Automotive Interiors, Inc. (f/k/a Textron Automotive Interiors, Inc.), Case No. 05-55956; Collins & Aikman Automotive International, Inc., Case No. 05-55980; Collins & Aikman Automotive International Services, Inc. (f/k/a Textron Automotive International Services, Inc.), Case No. 05-55985; Collins & Aikman Automotive Mats, LLC, Case No. 05-55969; Collins & Aikman Automotive Overseas Investment, Inc. (f/k/a Textron Automotive Overseas Investment, Inc.), Case No. 05-55978; Collins & Aikman Automotive Services, LLC, Case No. 05-55981; Collins & Aikman Canada Domestic Holding Company, Case No. 05-55930; Collins & Aikman Carpet & Acoustics (MI), Inc., Case No. 05-55982; Collins & Aikman Carpet & Acoustics (TN), Inc., Case No. 05-55984; Collins & Aikman Development Company, Case No. 05-55943; Collins & Aikman Europe, Inc., Case No. 05-55971; Collins & Aikman Fabrics, Inc. (d/b/a Joan Automotive Industries, Inc.), Case No. 05-55963; Collins & Aikman Intellimold, Inc. (d/b/a M&C Advanced Processes, Inc.), Case No. 05-55976; Collins & Aikman Interiors, Inc., Case No. 05-55970; Collins & Aikman International Corporation, Case No. 05-55951; Collins & Aikman Plastics, Inc., Case No. 05-55960; Collins & Aikman Products Co., Case No. 05-55932; Collins & Aikman Properties, Inc., Case No. 0555964; Comet Acoustics, Inc., Case No. 05-55972; CW Management Corporation, Case No. 05-55979; Dura Convertible Systems, Inc., Case No. 05-55942; Gamble Development Company, Case No. 05-55974; JPS Automotive, Inc. (d/b/a PACJ, Inc.), Case No. 05-55935; New Baltimore Holdings, LLC, Case No. 05-55992; Owosso Thermal Forming, LLC, Case No. 05-55946; Southwest Laminates, Inc. (d/b/a Southwest Fabric Laminators Inc.), Case No. 05-55948; Wickes Asset Management, Inc., Case No. 05-55962; and Wickes Manufacturing Company, Case No. 05-55968.

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PLEASE TAKE FURTHER NOTICE THAT in accordance with the First Amended Notice, Case Management and Administrative Procedures filed on June 9, 2005

[Docket No. 294] (the Case Management Procedures), if you wish to object to the Court granting the relief sought in the Motion, or if you want the Court to otherwise consider your views on the Motion, no later than February 13, 2006 at 4:00 p.m., prevailing Eastern Time, or such shorter time as the Court may hereafter order and of which you may receive subsequent notice, you or your attorney must file with the Court a written response, explaining your position at:2 United States Bankruptcy Court 211 West Fort Street, Suite 2100 Detroit, Michigan 48226 PLEASE TAKE FURTHER NOTICE THAT if you mail your response to the Court for filing, you must mail it early enough so the Court will receive it on or before the date above. PLEASE TAKE FURTHER NOTICE THAT you must also serve the documents so that they are received on or before February 13, 2006 at 4:00 p.m., prevailing Eastern Time, in accordance with the Case Management Procedures, including to: Kirkland & Ellis LLP Attn: Richard M. Cieri Citigroup Center 153 East 53rd Street New York, New York 10022 Facsimile: (212) 446-4900 E-mail: rcieri@kirkland.com -and-

Response or answer must comply with Rule 8(b), (c) and (e) of the Federal Rules of Civil Procedure.

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Kirkland & Ellis LLP Attn: David L. Eaton Ray C. Schrock Marc J. Carmel 200 East Randolph Drive Chicago, Illinois 60601 Facsimile: (312) 861-2200 E-mail: deaton@kirkland.com rschrock@kirkland.com mcarmel@kirkland.com -andCarson Fischer, P.L.C. Attn: Joseph M. Fischer 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Facsimile: (248) 644-1832 E-mail: jfischer@carsonfischer.com PLEASE TAKE FURTHER NOTICE THAT if no responses to the Motion are timely filed and served, the Court may grant the Motion and enter the order without a hearing as set forth in Rule 9014-1 of the Local Rules for the United States Bankruptcy Court for the Eastern District of Michigan.

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Dated: February 1, 2006

KIRKLAND & ELLIS LLP /s/ Ray C. Schrock Richard M. Cieri (NY RC 6062) Citigroup Center 153 East 53rd Street New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 -andDavid L. Eaton (IL 3122303) Ray C. Schrock (IL 6257005) Marc J. Carmel (IL 6272032) 200 East Randolph Drive Chicago, Illinois 60601 Telephone: (312) 861-2000 Facsimile: (312) 861-2200 -andCARSON FISCHER, P.L.C. Joseph M. Fischer (P13452) 4111 West Andover Road West - Second Floor Bloomfield Hills, Michigan 48302 Telephone: (248) 644-4840 Facsimile: (248) 644-1832 Co-Counsel for the Debtors

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CERTIFICATE OF SERVICE I, Ray Schrock, an attorney, certify that on the 1st day of February, 2006, I caused to be served, by e-mail, facsimile and by overnight delivery, in the manner and to the parties set forth on the attached service lists, a true and correct copy of the foregoing Debtors Motion for Entry of an Order Authorizing the Employment of Certain New Executives and Senior Managers.

Dated: February 1, 2006 /s/Ray C. Schrock Ray C. Schrock

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Served via Electronic Mail

CREDITOR NAME A Freeman Adrian City Hall Alice B Eaton Brendan G Best Bryan Clay Champaign County Collector Chris Kocinski City Of Albemarle City Of Eunice City Of Evart City Of Kitchener Finance Dept City Of Lowell City Of Marshall City Of Muskegon City Of Port Huron City Of Rialto City Of Rochester Hills City Of Salisbury City Of Westland City Of Woonsocket Ri City Treasurer DaimlerChrysler DaimlerChrysler Daniella Saltz Danielle Kemp David H Freedman David Heller David Youngman DuPont Earle I Erman Erin M Casey Frank Gorman Gail Perry Ge Capital GE Polymerland George E Schulman Hal Novikoff Heather Sullivan James A Plemmons Jan Steinle Jim Clough Joe LaFleur Joe Saad John A Harris John Green John J Dawson John S Sawyer Josef Athanas Joseph Delehant Esq Joseph M Fischer Esq K Crumbo K Schultz Kim Stagg Kimberly Davis Rodriguez Leigh Walzer Levine Fricke Inc M Crosby Macomb Intermediate School Marc J Carmel Mark Fischer Michael R Paslay Michael Stamer Michigan Department Of Mike O'Rourke

CREDITOR NOTICE NAME John Fabor

Barb Neal Utilities Department The Mator at City Hall Roger Elkins City Manager Pauline Houston Lowell Regional Wastewater Maurice S Evans City Manager Bob Robles Treasurer's Office City Treasurer Kurt A Dawson City Assesor Treasurer Business License Div Pretreatment Division Tracy Horvarter

Bruce Tobiansky

Val Venable

Email afreeman@akingump.com cityofadrian@iw.net aeaton@stblaw.com bbest@dykema.com bryan_clay@ham.honda.com bneal@co.champaign.il.us christopher.j.kocinski@bofasecurities.com Gedwards@ci.albemarle.nc.us Eunicela@hotmail.com evartmanager@sbcglobal.net finance@city.kitchener.on.ca MYoung@ci.lowell.ma.us Mevans@cityofmarshall.com roberto.robles@postman.org cphdp@porthuron.org treasurer@rialtoca.gov treasury@rochesterhills.org finwebreq@salisburync.gov finance@ci.westland.mi.us webmaster@woonsocketri.org THovarter@cityofmarshall.com kpm3@daimlerchrysler.com krk4@daimlerchrysler.com dsaltz@ford.com danielle.kemp@lw.com dfreedman@ermanteicher.com david.heller@lw.com David.Youngman@ColAik.com bruce.d.tobiansky@usa.dupont.com eerman@ermanteicher.com ecasey@stblaw.com fgorman@honigman.com perry.gail@pbgc.com rail.sales@ge.com valerie.venable@ge.com ges@dgdk.com HSNovikoff@wlrk.com hsullivan@unumprovident.com jplemmons@dickinson-wright.com jan_steinle@mieb.uscourts.gov jrc8@daimlerchrysler.com joe_lafleur@ham.honda.com js284477@bloomberg.net jharris@quarles.com greenj@millercanfield.com jdawson@quarles.com jss@sawyerglancy.com josef.athanas@lw.com joseph.delehant@sylvania.com jfischer@carsonfischer.com kcrumbo@kraftscpas.com kschultz@tmmna.com kim.stagg@nmm.nissan-usa.com krodriguez@gosrr.com lwalzer@angelogordon.com veronica.fennie@lfr.com mcrosby@akingump.com webmaster@misd.net mcarmel@kirkland.com mark.w.fischer@gm.com mpaslay@wallerlaw.com mstamer@akingump.com treasReg@michigan.gov Michael.Orourke@colaik.com

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Mike Paslay Ministry Of Finance Corp Tax Branch Missouri Dept Of Revenue Municipalite Du Village De Nick Shah Nina Rosete Paul Hoffman Pension Benefit Guaranty Corporation Pension Benefit Guaranty Corporation Peter V Pantaleo Phh Canada Inc Philip Dublin Phoenix Contracting Company R Aurand R J Sidman Ralph E McDowell Ray C Schrock Rick Feinstein Ricoh Canada Inc Robert J Diehl Jr Robert Weiss Ronald A Leggett Ronald R Rose Sarah Eagle Sean P Corcoran Sheryl Toby Stark County Treasurer State Of Michigan State Of Michigan

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Service de la Tresorerie

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(no valid e-mail) CREDITOR NAME Acord Inc American General Finance Bayer Material Sciences BNY Midwest Trust Company BNY Midwest Trust Company Brown Corporation Office of Finance of Los Angeles City Of Battle Creek City Of Longview City Of St Joseph City Of Sterling Heights City Of Stockton Colbond Inc Dayton Bag & Burlap Co Dow Chemical Co Enerflex Solutions LLC Exxon Chemicals Gaston County Health Alliance Medical Plans Inc Intertex World Resources Trintex Corp Kentucky Revenue Cabinet Lake Erie Products Meridian Magnesium Orlando Corporation Pine River Plastics Inc Progressive Moulded Products Revenue Canada Riverfront Plastic Products Inc Select Industries Corp South Carolina Dept Of Revenue Southco Standard Federal Bank State Of Michigan Teknor Financial Corporation TG North America Town Of Lincoln Finance Office Unifi Inc Unique Fabricating Inc Valiant Tool & Mold Inc Vari Form Inc Vericorr Packaging fka CorrFlex Packaging Visteon Climate Control CREDITOR NOTICE NAME John Livingston Linda Vesci Mary Callahan Roxane Ellwalleger Mark Ferderber Bankruptcy Auditor Income Tax Division Water Utilities Water Department James P Bulhinger City Treasurer Economic Development Don Brown Jeff Rutter David Brasseur Todd McCallum Paul Hanson Robena Vance Bill Weeks Lilia Roman FAX 248-852-6074 217-356-5469 412-777-4736 312-827-8542 312-827-8542 616-527-3385 213-368-7076 269-966-3629 903-237-1004 269-983-9875 586-276-4077 209-937-5099 828-665-5005 937-258-0029 989-638-9852 248-430-0134 281-584-7946 704-862-6262 248-443-0090 770-258-3901 502-564-3875 630-595-0336 517-663-2714 905-677-1851 810-329-9388 905-760-3371 902-432-6287 734-281-4483 937-233-7640 803-898-5147 610-361-6082 248-816-4376 517-241-8077 401-725-5160 248-280-2110 401-333-3648 336-316-5422 248-853-8422 519-944-7748 586-755-8988 586-939-4216 734-727-9481

Barb Krzywiecki Dan Thiffault George Tabry Christine Brown Sales & Use Tax Division Lorraine Zinar Holly Matthews Linda King Bruce B Galletly Raymond Soucie

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In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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ADDRESS1 1062 S 4th Ave 590 Madison Ave PO Box 16253 7925 Kingsland Dr 1609 Biddle Ave 100 Bloomfield Hills Pkwy Ste 100 1 5 Notre Ave 2204 Walkley Rd PO Box 8040 576 West Pk Ave 576 West Pk Dr PO Box 9951 484 Middle Rd PO Box 818 200 South Main St 303 W Commonwealth Ave 711 Pennington Ave 201 N Figueroa St No 786 200 W Washington St 13th Fl PO Box 128 161 E Grand River 100 Mcmorran 201 N Second St 250 Stephenson Hwy DuPont Legal D 7156 400 Renaissance Center 4611 North 32nd St 1084 Doris Rd 47690 E Anchor Ct PO Box 105499 PO Box 740434 PO Box 640387 PO Box 642444 PO Box 60500 Attn Lease Administration Attn Lease Administration 7255 Crossleigh Court Ste 108 100 N Senate Ave PO Box 7218 PO Box 4660 PO Box 1803 PO Box 1807 35 West Milmot St Box 330500 Stop 15 601 S LA Salle St Ste 310 PO Box 4346

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Director's Office for Taxpayer Services Division

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of the City of Montgomery

SBSE Insolvency Unit Tim Gorman

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In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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Canada

Canada Customs & Rev Agency Technology Ctr 875 Heron Rd 700 Leigh Capreol 11 Station St 700 Leigh Capreol Ottawa Technology Centre Midwest Regional Office 175 W Jackson Blvd Ste 90 Peter Pantaleo Erin Casey & Alice Eaton 425 Lexington Ave Department Of Revenue Dept Of Commerce & Nat Res PO Box 30004 Matthew Rick Asst Attorney General PO Box 30754 State Of Michigan Mc Dept 77833 State Secondary Complex 7150 Harris Dr PO Box 30015 430 W Allegan St Jennifer Nelles US Trustee First Plaza County Of Fresno Office of Child Support 211 W Fort St Ste 700 24901 Northwestern Hwy 302 1985 Blvd Se PO Box 1192 21 Albert St 126 North Pearl St 1306 E Triumph Dr 356 Main St 115 West Church St 30 King St East PO Box 520 PO Box 67 315 North Main St 200 E Big Beaver PO Box 33525 12003 Toepher Rd 211 W Fort St Ste 2001 3000 University Dr

875 Heron Rd

Canada Canada Canada Canada Canada

50 N Ripley St

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Canada

PO Box 67

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In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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CREDITOR NAME Vespera Lowell Llc Village Of Holmesville Village Of Rantoul W9 Lws Real Estate Limited Wachtell Lipton Rosen & Katz Wellington Green LLC

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STATE CT OH IL NC NY MI

ZIP 06830 44633 61866 28262-2337 10019 48025

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co Lincoln Harris Llc Hal Novikoff

In re: Collins & Aikman Corp., et al. Case No. 05-55927 (SWR)

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EXHIBIT B

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of _______________, 2006, by and between COLLINS & AIKMAN CORPORATION, a Delaware corporation (the Company), and ____________________ (Employee). WITNESSETH WHEREAS, the Company wishes to retain Employees 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 shall employee the Employee, and the Employee shall serve the Company on the terms and conditions set forth in this agreement during the employment period, as hereafter defined. The employment period means the period that commences on the date of the agreement and continues until the earlier of (a) _______________, 2006, unless extended by mutual agreement or (b) employment is terminated pursuant to Section 6 of this Agreement. 2. Position of Employment. During the term of this Agreement, Employee shall be employed in the position of _____________ and shall perform such services for the Company and its affiliates as may be assigned to his from time to time by the __________ 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 Employees duties under this Agreement. In addition, Employee may, with the prior written approval of the ____________ 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. 3. Compensation.

(a) Base Salary. The Company shall pay to Employee base salary at an annual rate of not less than ___________ ($______) during the term of his employment hereunder. Such amount shall be reviewed annually by the ___________ of the Company and may be increased in his sole discretion.

K&E 10939348.2

(b) [Bonus Plan. During the term of Employees employment hereunder, Employee shall be paid a guaranteed bonus payable in quarterly installments throughout the life of this agreement. The annual bonus percentage for Employee shall be _____ percent (____%) of Employees base salary. [The Employee will also be eligible for a success bonus or retention bonus to be determined by the Chief Executive Officer.]] 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 major medical, extended medical and disability insurance, group term life insurance and appropriate annual holidays, sick days, 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. 6. Termination of Employment. Agreement may be terminated: Employees employment under this

(a) by the Company upon Employees death (which shall be referred to as a Death Termination) or in the event of Employees 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 Employees physical or mental disability (which shall be referred to as an Inability Termination); (b) by the Company for Cause, which means (i) fraud 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 as set forth in this agreement and after notice, Employee fails to remedy in a reasonable period of time, (iii) malfeasance or misfeasance or breach of fiduciary duty, (iv) any grossly negligent act or omission by Employee relating to the performance of his duties (v) any intentional breach of Company written employment policies, (vi) conviction of Employee of a felony or other crime involving moral turpitude, (vii) a material breach of a representation or warranty under this Agreement, (viii) misconduct that is materially economically injurious to the Company, or (ix) habitual drug or alcohol abuse (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 (viii) above, provide written evidence to the Chief Executive Officer 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 then the notice of termination may be revoked;
K&E 10939348.2

(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 Employees 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 adverse change in the nature or scope of Employees duties and responsibilities or other material breach of this Agreement by the Company; or (iii) the Company relocates its principle location outside the greater Detroit metropolitan area (clauses i, ii, or iii above shall be referred to as a Constructive Termination); provided, however, that no event or circumstance described in clause (i), (ii) or (iii) shall give rise to a Constructive Termination for purposes of this Agreement if the Employee agrees in advance of the occurrence of such event or circumstance that it shall not constitute a Constructive Termination; provided, further, that no event or circumstance described in clause (i), (ii) or (iii) shall give rise to a Constructive Termination for purposes of this Agreement unless Employee shall have given notice to the Company of Employees determination of the occurrence of an event or circumstance described in clause (i), (ii) or (iii) and such event or circumstance shall be continuing as of the end of thirty (30) days after the giving of such notice. 7. Termination Procedure.

(a) Notice of Termination. Any termination of Employees 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 Employees employment under the provision so indicated. Termination Date shall mean (i) if (b) Termination Date. Executives employment is terminated by reason of Death Termination or by reason of Inability Termination or Section 6(b), the date on which a Notice of Termination is given or (ii) if Executives employment is terminated by reason of Section 6(c), (d) or (e) above, thirty (30) days after the date on which a Notice of Termination is given or (iii) ____________, 200__ or such later date as is determined by mutual agreement of the parties.

K&E 10939348.2

8.

Benefits Upon Termination.

(a) Termination as a Result of Death, Inability, Voluntary or For Cause Termination. If Employees 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, Employees estate or legal representative, (i) Employees 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 Employees 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) Employees 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 ______ months, based on the rate of base salary in effect immediately preceding the Termination Date; (iii) continued participation in the health plans during the severance period described in Paragraph 8(b)(ii) above plan provided that participation in such health plans shall cease prior to the expiration of the severance period to the extent Employee has been offered or actually participates in comparable health plans with another employer during such period, and Employee shall report any such offer or participation to the Company. The Company may require Employee to elect COBRA coverage as a condition to its obligation under this item and shall provide such coverage by paying COBRA premiums on behalf of Employee for the requisite number of months. 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 in a lump sum within 14 (fourteen) days following the Termination date, and if such payment is subject to section 409A of the Internal Revenue code, the earliest date on which such payment can be made in compliance with section 409A of the code and Treasury Department regulations.
K&E 10939348.2

(d) Employees 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. (e) If the Agreement is not renewed on or before ________, 2006, the Employee will be entitled to payment of severance equal to ___ months base pay unless a success bonus in excess of six months base pay has been paid to Employee prior to June 30, 2007. 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 subsidiaries or affiliates. (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 employment 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 employment 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 employment period and the six (6) month period immediately following the termination date, (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 Employees 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 Employees Termination Date, was an employee, contractor, supplier or customer of the Company or any of its subsidiaries or affiliates; provided, however, that this paragraph (c) shall not apply after the sixth month following the Termination Date to any person who became an employee of
K&E 10939348.2

the Company at the request or suggestion of Employee, or whose employment was solicited by the Employee. (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 __________ of the Company, either during Employees 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 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 Employees employment, Employee shall return to the Company all property of the Company in or under Employees 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 Employees Termination Date. (f) Cooperation. During Employees 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, at Companys reasonable expense in connection with any Proceeding. 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
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expense reimbursement, for such assistance, based on Employees 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 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. If a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Employee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any tribunal of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. 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. (h) Following the Termination Date, the Company and the Employee agree to negotiate and enter into a mutual release by which each shall unconditionally release from and covenant not to sue the other with respect to any and all claims, liabilities and obligations of any nature pertaining to the Employees employment and its termination or any other claim, subject to the obligations of the Company and the Employee following the Termination Date. 10. 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.

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11. 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. 12. 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: Stacy Fox Chief Administration Officer & General Counsel

To Employee:

or such other address as may be stated in notice given under this Paragraph 13. 13. 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. 14. 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 Section 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 any service obligation of Employee 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 Executives employment for purposes of Sections 6, 7 and 8. 15. Amendment. This Agreement may be amended or canceled only by an instrument in writing duly executed and delivered by each party to this Agreement. 16. Headings. Headings contained in this Agreement are for or convenience only and shall not limit this Agreement or affect the interpretation thereof.
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17. No Breach. Employee represents that to the best of his knowledge his execution of this Agreement and the performance of his duties under this Agreement are not a breach of any agreement she has entered into with any party. 18. Effectiveness. Unless expressively waived by the Employee, this agreement shall become effective and enforceable upon the proper approval (the Order) of the U.S. Bankruptcy Court which is handling the Company Chapter 11 case. The Order shall provide that the Companys obligations to the Employee hereunder, shall be treated as Administrative claims as defined under the U.S. Bankruptcy Code.

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

COLLINS & AIKMAN CORPORATION By: Frank Macher, President & CEO

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