Change In Control Agreement

Exhibit 10.20


CHANGE IN CONTROL AGREEMENT


THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made and entered into this 17th day of March, 1998, by and between COLLINS & AIKMAN CORPORATION, a Delaware corporation (the "Company"), and ELIZABETH R. PHILIPP (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 covenants 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
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 than 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.


(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 the 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).
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