**Exhibit10.3**

February 24,2006

**[Name and Address]**

** **

**Re:  *Change in ControlSeverance Compensation Agreement***

Dear  ________:

 

The board of directors (the “Board”) of Polymer Group, Inc.(the “Company”) has determined that it is in the best interests of the Companyand its shareholders to assure the continued dedication to the Company ofcertain senior management personnel, notwithstanding any possibility, threat oroccurrence of a Change in Control of the Company (as defined below). Accordingly,in order to encourage your continued attention and dedication to your assignedduties regardless of any such possibility, threat or occurrence, the Board hasauthorized the Company to enter into this “Change in Control SeveranceCompensation Agreement” (the “Agreement”) in order to provide you with certaincompensation and other benefits in the event that your employment with theCompany is terminated as a result of a Change in Control of the Company.

The terms and conditions of this Agreement are asfollows:

# 1.     Term of the Agreement.(A) The Term of this Agreement shall commence on the date executed by theCompany below and shall end on December 31, 2007; subject to any extension under Paragraph 1(B) below. Inaddition, the Term of this Agreement shall automatically end upon theoccurrence of any of the following:

### (i)            Your death or receipt of a Notice of Termination due toDisability;

### (ii)           Your attainment of your Retirement Date; or

### (iii)           A determination by the Board that you are no longereligible to receive the benefits set forth in this Agreement in connectionwith your Termination prior to a Change in Control of the Company dueto performance-related matters and your receipt of notice of any suchdetermination; provided, that such a determination shall have no effectif made in anticipation of a Change in Control of the Company and for the solepurpose of avoiding application of this Agreement to your Termination, inwhich case your Termination shall be deemed to have been a Terminationwithout Cause pursuant to this Agreement and, if the Change in Control ofthe Company occurs during the Term and within twelve (12) months ofyour Termination, you shall be entitled to the benefits pursuant toParagraph 4 payable on the later of (i) the first business day of thecalendar year following the calendar year in which the Termination occurs and (ii) five(5) days following the date of the Change in Control of the

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Company, but in any event no later than the last dayof the calendar year following the calendar year in which the Terminationoccurs.

## (B)           Inthe event of a Change in Control of the Company, subject to Paragraph 1(A), theTerm of this Agreement shall be automatically extended to the earlier of:  (i) the date that is one year from thedate such Change in Control of the Company occurred; or (ii) theoccurrence of an event described in Paragraph 1(A)(i) or 1(A)(ii) above.

# 2.     Change in Control of theCompany. For purposes of this Agreement, a “Change in Control of theCompany” shall mean any of the following events:

## (A)          ifany “person” or “group” as those terms are used in Sections 13(d) and 14(d) ofthe Exchange Act or any successors thereto, other than an Exempt Person, is orbecomes the “beneficial owner” (as defined in Rule 13d-3 under theExchange Act or any successor thereto), directly or indirectly, of securitiesof the Company representing (A) 50% or more of the combined voting powerof the Company’s then outstanding securities or (B) 30% or more of thecombined voting power of the Company’s then outstanding securities if at suchtime, such person or group also beneficially owns more of the combined votingpower of the Company’s then outstanding securities than an Exempt Person; or

## (B)           duringany period of two consecutive years, individuals who at the beginning of suchperiod constitute the Board and any new directors whose election by the Boardor nomination for election by the Company’s stockholders was approved by atleast two-thirds of the directors then still in office who either weredirectors at the beginning of the period or whose election was previously soapproved, cease for any reason to constitute a majority thereof; or

## (C)           theconsummation of a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation (A) which would resultin all or a portion of the voting securities of the Company outstandingimmediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the survivingentity) more than 50% of the combined voting power of the voting securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation or (B) by which the corporate existence of the Company isnot affected and following which the Company’s chief executive officer anddirectors retain their positions with the Company (and constitute at least amajority of the Board); or

## (D)          theconsummation of a plan of complete liquidation of the Company or consummationof the sale or disposition by the Company of all or substantially all theCompany’s assets, other than a sale to an Exempt Person.

## (E)           Forpurposes of this Agreement, the term (i) “Exempt Person” means (a) MatlinPattersonGlobal Opportunities Fund L.P., MatlinPatterson Global Opportunities Partners,L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPattersonLLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC,MatlinPatterson Global Opportunities Partners (Bermuda), L.P., MatlinPattersonGlobal Partners

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LLC and any of their respective affiliated entities, (b) anyperson, entity or group under the control of any party included in clause (a),or (c) any employee benefit plan of the Company or a trustee or otheradministrator or fiduciary holding securities under an employee benefit plan ofthe Company, and (ii) “MP and its Affiliates” shall mean MatlinPattersonGlobal Opportunities Fund L.P., MatlinPatterson Global Opportunities Partners,L.P., MatlinPatterson Global Opportunities Partners B, L.P., MatlinPattersonLLC, MatlinPatterson Asset Management LLC, MatlinPatterson Global Advisers LLC, MatlinPatterson GlobalOpportunities Partners (Bermuda), L.P., MatlinPatterson Global Partners LLC andany of their respective affiliated entities.

# 3.     Termination ofEmployment Following Change in Control of the Company.

## (A)          Termination.If a Change in Control of the Company occurs, you shall be entitled, upon thesubsequent termination of your employment (but only if the “termination of employment”also constitutes a “separation from service” as defined in Proposed TreasuryRegulation §1.409A-1(h), as amended or supplemented from time to time)with the Company (“Termination”), to the benefits described in Paragraph 4below, unless such Termination is:  (i) byyou other than for Good Reason; (ii) by the Company for Cause or becauseof your Disability; or (iii) because of your death or attainment of yourRetirement Date. Any Termination (except a Termination resulting from yourdeath) shall be made by written Notice of Termination from the party initiatingsuch Termination to the other party to this Agreement.

## (B)           Noticeof Termination. A Notice of Termination shall mean a written documentstating the specific provision in this Agreement upon which a Termination isbased and otherwise setting forth the facts and circumstances which provide thebasis for a Termination.

## (C)           Dateof Termination. The Date of Termination shall mean:  (i) if the Termination occurs as aresult of Disability, thirty (30) days after a Notice of Termination is given; (ii) ifthe Termination occurs for Good Reason, the date specified in the Notice ofTermination; and (iii) if the Termination occurs for any other reason, thedate on which the Notice of Termination is given.

## (D)          GoodReason. A Termination for Good Reason shall mean a Termination as a resultof:

### (i)            The assignment to you, without your express writtenconsent, of any duties reasonably inconsistent with your position, duties,responsibilities and status with the Company immediately prior to a Change inControl of the Company, or a change in your titles or offices (if any) ineffect immediately prior to a Change in Control of the Company, or any removalof you from, or any failure to reelect you to, any of such positions, except inconnection with your Termination for Cause, death, Disability, or as a resultof your attainment of your Retirement Date; or

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### (ii)           A reduction by the Company in your base salary as ineffect on the date hereof, or as the same may be increased from time to timethereafter; or

### (iii)          The failure of the Company to continue in effect anymaterial compensation, welfare or benefit plan in which you are participatingat the time of a Change in Control of the Company, without substitutingtherefor plans providing you with substantially similar benefits atsubstantially the same cost to you; or the taking of any action by the Companywhich would adversely affect your participation in or materially reduce yourbenefits or materially increase the cost to you under any of such plans ordeprive you of any material fringe benefit enjoyed by you at the time of theChange in Control of the Company; or

### (iv)          Any purported Termination for Cause or Disability withoutgrounds therefor; or

### (v)           Arequirement that you relocate your principal residence at least 100 miles fromthat in effect prior to the Change in Control to continue to provide servicesto the Company.

## (E)           Cause.A Termination for Cause shall mean a Termination as a result of one or more ofthe following:  (i) a materialbreach of this Agreement by you; provided, that if such breach is capable ofbeing cured, you shall be provided 15 days notice to cure such breach, (ii) abreach of your duty of loyalty to the Company or any of its Subsidiaries or anyact of dishonesty or fraud with respect to the Company or any of itsSubsidiaries, (iii) the commission by you of a felony, a crime involvingmoral turpitude or other act or omission causing material harm to the standingand reputation of the Company and its Subsidiaries, (iv) reporting to workunder the influence of alcohol or illegal drugs, the use of illegal drugs(whether or not at the workplace) or other repeated conduct causing the Companyor any of its Subsidiaries substantial public disgrace or disrepute or economicharm, or (v) any act or omission aiding or abetting a competitor, supplieror customer of the Company or any of its Subsidiaries to the materialdisadvantage or detriment of the Company and its Subsidiaries. The burden forestablishing the validity of any termination for Cause shall rest upon theCompany. No Termination shall be deemed to be for Cause unless and until thereshall have been delivered to you a copy of a resolution duly adopted by theaffirmative vote of not less than three-quarters of the entire membership ofthe Board called and held for such purpose (after reasonable notice is providedto you and you are given an opportunity, together with counsel, to be heardbefore the Board), finding that, in the good faith opinion of the Board, youare guilty of the conduct described above, and specifying the particularsthereof in reasonable detail.

## (F)           Disability.A “Disability” shall mean that, as a result of your incapacity due to physicalor mental illness, you shall have been unable to perform your duties with theCompany for a period of six (6) months, and have no prospect of returningto employment with the Company within an additional six (6) months; provided,that the Company shall have made a reasonable accommodation of any suchincapacity pursuant to, and shall otherwise have complied in all respects with,the provisions of the Americans with Disabilities Act of 1990 or any successorsthereto.

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## (G)           RetirementDate. Your “Retirement Date” shall mean the date on which you attain age 70-1/2.

# 4.     Benefits. Subject in each case to Paragraph 3(A),

## (A)          TheCompany shall pay to you in a lump sum payment within five (5) business days following theDate of Termination, an amount that is [twelve (12)] [twenty-four (24)] times the sum of (i) yourmonthly base salary at the rate in effect at the time a Notice of Terminationis given and (ii) the greater of(x) your annual bonus earned for the most-recently completed fiscal yearof the Company and (y) your annual target bonus for the year whichincludes the Date of Termination; provided, that you shall haveexecuted a reasonable and customary release in favor of the Company and itssubsidiaries releasing all claims related to or arising out of the terminationof your employment.

## (B)           Inaddition to any rights you may have under the 2005 Employee Restricted StockPlan, all of your then-unvested shares of Restricted Stock issued under suchPlan shall vest asof the Date of Termination and, 90 days thereafter, you shall be free tosell such shares without restriction.

## (C)           TheCompany shall maintain in full force and effect, for a period of twelve (12)months following your Date of Termination, all life insurance and medicalinsurance plans and programs (the “Company Programs”) in which you are entitledto participate immediately prior to the Date of Termination; providedthat your continued participation is possible under the terms and provisions ofsuch Company Programs. In the event that your participation in any CompanyProgram is not permitted under the terms and provisions thereof, the Companywill use its commercially reasonable efforts to provide you with, or arrangecoverage for you which is substantially similar to (including comparableterms), the coverage that you would have received under the applicable CompanyProgram. Notwithstanding the foregoing, the Company’s obligations under thisParagraph 4(C) shall terminate with respect to any Company Program on thedate that you first become eligible, after your Date of Termination, for thesame type of coverage under another employer’s plan.

## (D)          TheCompany shall pay all reasonable legal fees and expenses incurred by you as aresult of your Termination (including all such reasonable fees and expenses, ifany, incurred in contesting or disputing your Termination or in seeking toobtain or enforce any rights or benefits provided by this Agreement).

## (E)           TheCompany shall pay the costs of reasonable outplacement services until you areemployed on a full-time basis; provided that payment by the Company ofsuch costs shall not exceed $15,000.

## (F)           Youshall not be required to mitigate the amount of any payment provided for inthis Paragraph 4 by seeking other employment or otherwise, nor shall the amountof any payment provided for in this Paragraph 4 be reduced by any compensationearned by you as a

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result of employment by another employer after theDate of Termination, or otherwise, except as specifically provided in Paragraph4(C).

## (G)           Notwithstanding the above and unless exempt under ProposedTreasury Regulation §1.409A-1(b)(9), if you are a “specified employee”within the meaning of Code §416(i) and Proposed Treasury Regulation§1.409A-1(i), no payments may be made under this Agreement before thedate that is six months after the Termination (or, if earlier, the date ofdeath of the specified employee). In such case, all payments to which you areentitled during the first six months shall be accumulated and paid on the firstdate of the seventh month following Termination.

## (H)          If it is determined that any payments hereunder, eitherseparately or in conjunction with any other payments, benefits and entitlementsreceived by you hereunder, would constitute an “excess parachute payment”within the meaning of Section 280G of the Internal Revenue Code of 1986,as amended (the “Code”), and thereby be subject to the excise tax imposed by Section 4999of the Code (the “Excise Tax”), then in such event, the Company shall beobligated to pay to you promptly following such determination and upon noticethereof a “gross-up” payment in an amount equal to the amount of such ExciseTax, plus all federal and state income or other taxes with respect to thepayment of the amount of such Excise Tax, including all such taxes (includingany additional Excise Tax) with respect to any such gross-up payment.

# 5.             ConfidentialInformation.

## (A)          Obligationto Maintain Confidentiality. You acknowledge that the continued success ofthe Company and its Subsidiaries, depends upon the use and protection of alarge body of confidential and proprietary information. All of suchconfidential and proprietary information existing prior hereto, now existing orto be developed in the future will be referred to in this Agreement as “ConfidentialInformation.”  ConfidentialInformation will be interpreted as broadly as possible to include allinformation of any sort (whether merely remembered or embodied in a tangible orintangible form) that is (i) related to the Company’s or its Subsidiaries’current or potential business and (ii) is not generally or publicly known.Confidential Information includes, without specific limitation, theinformation, observations and data obtained by you during the course of yourperformance under this Agreement concerning the business and affairs of theCompany and its Subsidiaries, information concerning acquisition opportunitiesin or reasonably related to the Company’s or it Subsidiaries’ business orindustry of which you become aware during your employment, the persons orentities that are current, former or prospective suppliers or customers of anyone or more of them during your course of performance under this Agreement, aswell as development, transition and transformation plans, methodologies andmethods of doing business, strategic, marketing and expansion plans, includingplans regarding planned and potential sales, financial and business plans,employee lists and telephone numbers, locations of sales representatives, newand existing programs and services, prices and terms, customer service,integration processes, requirements and costs of providing service, support andequipment. Therefore, you agree that you shall not disclose to any unauthorizedperson or use for your own account any of such Confidential Information

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without both Board’s prior written consent, unless andto the extent that any Confidential Information (i) becomes generallyknown to and available for use by the public other than as a result of youracts or omissions to act or (ii) is required to be disclosed pursuant toany applicable law or court order. You agree to deliver to the Company at theend of your employment, or atany other time the Company may request in writing, all memoranda, notes, plans,records, reports and other documents (and copies thereof) relating to thebusiness of the Company or its Subsidiaries (including, without limitation, allConfidential Information) that you may then possess or have under your control.

## (B)           Ownershipof Intellectual Property. You agree to make prompt and full disclosure tothe Company or its Subsidiaries, as the case may be, of all ideas, discoveries,trade secrets, inventions, innovations, improvements, developments, methods ofdoing business, processes, programs, designs, analyses, drawings, reports,data, software, firmware, logos and all similar or related information (whetheror not patentable and whether or not reduced to practice) that relate to theCompany’s or its Subsidiaries’ actual or anticipated business, research anddevelopment, or existing or future products or services and that are conceived,developed, acquired, contributed to, made, or reduced to practice by you(either solely or jointly with others) while employed by the Company or itSubsidiaries and for a period of one (1) year thereafter (collectively, “WorkProduct”). Any copyrightable work falling within the definition of WorkProduct shall be deemed a “work made for hire” under the copyright laws of theUnited States, and ownership of all right therein shall vest in the Company orits Subsidiary. To the extent that any Work Product is not deemed to be a “workmade for hire,” you hereby assign and agree to assign to the Company or suchSubsidiary all right, title and interest, including without limitation, theintellectual property rights that you may have in and to such Work Product. Youshall promptly perform all actions reasonably requested by the Board (whetherduring or after youremployment) to establish and confirm the Company’s or such Subsidiary’sownership (including, without limitation, providing testimony and executingassignments, consents, powers of attorney, and other instruments).

## (C)           ThirdParty Information. You understand that the Company and its Subsidiarieswill receive from third parties confidential or proprietary information (“ThirdParty Information”) subject to a duty on the Company’s and its Subsidiaries’part to maintain the confidentiality of such information and to use it only forcertain limited purposes. During your employment and thereafter, and without in any way limitingthe provisions of Paragraph 5(A) above, you will hold Third PartyInformation in the strictest confidence and will not disclose to anyone (otherthan personnel of the Company or its Subsidiaries who need to know suchinformation in connection with their work for the Company or such Subsidiaries)or use, except in connection with his work for the Company or its Subsidiaries,Third Party Information unless expressly authorized by a member of the Board inwriting.

# 6.     Non-Compete,Non-Solicitation.

## (A)          Infurther consideration of the compensation to be paid to you hereunder, whetherunder Article 4 or Paragraph 6(E), you acknowledge that during the courseof your employment with the Company and its Subsidiaries you shall becomefamiliar with the

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Company’s trade secrets and with other ConfidentialInformation concerning the Company and its predecessors and its Subsidiariesand that your services shall be of special, unique and extraordinary value tothe Company and its Subsidiaries, and therefore, you agree that, during thetime you are employed by the Company and for a period of time equal to [twelve (12)] [twenty-four (24)] months thereafter (the “NoncompetePeriod”), you shall not directly or indirectly own any interest in, manage,control, participate in, consult with, render services for, or in any mannerengage in any business competing with the businesses of the Company or itsSubsidiaries, as such businesses exist or are in process during your employment on the date of thetermination or expiration of your employment,within any geographical area in which the Company or its Subsidiaries engage orplan to engage in such businesses. Nothing herein shall prohibit you from beinga passive owner of not more than 2% of the outstanding stock of any class of acorporation which is publicly traded, so long as you have no activeparticipation in the business of such corporation.

## (B)           Duringthe Noncompete Period, you shall not directly or indirectly through anotherperson or entity (i) induce or attempt to induce any employee of theCompany or any Subsidiary to leave the employ of the Company or suchSubsidiary, or in any way interfere with the relationship between the Companyor any Subsidiary and any employee thereof, (ii) hire any person who wasan employee of the Company or any Subsidiary at any time during your employment or (iii) induceor attempt to induce any customer, supplier, licensee, licensor, franchisee orother business relation of the Company or any Subsidiary to cease doingbusiness with the Company or such Subsidiary, or in any way interfere with therelationship between any such customer, supplier, licensee or business relationand the Company or any Subsidiary (including, without limitation, making anynegative or disparaging statements or communications regarding the Company orits Subsidiaries).

## (C)           If,at the time of enforcement of this Paragraph 6, a court shall hold that the duration, scope or arearestrictions stated herein are unreasonable under circumstances then existing,the parties agree that the maximum duration, scope or area reasonable undersuch circumstances shall be substituted for the stated duration, scope or areaand that the court shall be allowed to revise the restrictions contained hereinto cover the maximum period, scope and area permitted by law.

## (D)          Inthe event of the breach or a threatened breach by you of any of the provisionsof this Paragraph6, the Company would suffer irreparable harm, and in addition and supplementaryto other rights and remedies existing in its favor, the Company shall beentitled to specific performance and/or injunctive or other equitable relieffrom a court of competent jurisdiction in order to enforce or prevent anyviolations of the provisions hereof (without posting a bond or other security).In addition, in the event of an alleged breach or violation by you of this Paragraph 6, the Noncompete Periodshall be tolled until such breach or violation has been duly cured. Youacknowledge that the restrictions contained in Paragraph 6 are reasonable and that you have been given the opportunity to reviewthe provisions of this Agreement with legal counsel.

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## (E)           Absenta Change in Control of the Company, you shall be entitled, upon yourTermination (unless such Termination is (i) by you other than for GoodReason; (ii) by the Company for Cause or because of your Disability; or (iii) becauseof your death or attainment of your Retirement Date), to those Company benefitsto which you would otherwise be entitled; provided that you shall receive anamount of severance pay equal to no less than the amount set forth in Paragraph4(A); provided further that the benefits set forth in this Paragraph 6(E) willnot be available to you if you have been offered the opportunity to relocate tothe Company’s new headquarters office in the Charlotte, North Carolina regionand you have refused to relocate.

# 7.     Miscellaneous.

## (A)          Limitationof Effect. Except as may otherwise be provided in Paragraph 1(A)(iii) orParagraph 6(E), notwithstanding any other provision in this Agreement, thisAgreement shall have no effect on any Termination of your employment prior to aChange in Control of the Company, or upon any Termination of your employment atany time as a result of your Disability, attainment of your Retirement Date, ordeath; and upon the occurrence of any such events, you shall receive only thosebenefits to which you would have been otherwise entitled prior to a Change inControl of the Company.

## (B)           Successors.(i)  The Company will require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially all ofthe business and/or assets of the Company, to assume and agree to perform thisAgreement in the same manner and to the same extent that the Company would berequired to perform this Agreement if no such succession had taken place. Failureof the Company to obtain such assumption or agreement prior to theeffectiveness of any such succession shall be a breach of this Agreement.

### (ii)           This Agreement shall inure to the benefit of and beenforceable by your personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If youshould die while any amounts would still be payable to you hereunder if you hadcontinued to live, all such amounts, unless otherwise provided herein, shall bepaid in accordance with the terms of this Agreement to your devisee, legatee orother designee or, if there be no such designee, to your estate.

## (C)           Notice.Notices provided for in the Agreement shall be in writing and shall be deemedto have been duly given when delivered in person or mailed by United Statesregistered mail, return receipt requested, postage prepaid, to you at theaddress set forth on the first page of this Agreement, or to the Companyat Polymer Group, Inc., 4055 Faber Place Drive, North Charleston, S.C.29405, Attn: Vice President, Human Resources, or to such other address aseither party may have furnished to the other in writing, except that notices ofchange of address shall be effective only upon receipt by the other party.

## (D)          Modifications.No provision of this Agreement may be modified, waived or discharged unlesssuch modification, waiver, or discharge is agreed to in writing and is signedby you and the Company. No waiver by either party hereto at any time of anybreach by the

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other party hereto of, or compliance with, anycondition or provision of this Agreement to be performed by such other partyshall be deemed a waiver of similar or dissimilar provisions or conditions atthe same or at any prior or subsequent time.

## (E)           Interpretation.The validity, interpretation, construction and performance of this Agreementshall be governed by the laws of the State of South Carolina. The invalidity orunenforceability of any provisions of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.

## (F)           OtherAgreements. This Agreement shall supercede all other agreements,arrangements, understandings or policies, related to the payment of severanceamounts between you and the Company that are in existence on the date hereof,and shall be the exclusive agreement between you and the Company with respectto the subject matter hereof; provided, that if you would otherwise beentitled to receive any payments in the nature of severance or separation payfrom the Company, whether by separate agreement, Company policy, statutoryprovision or otherwise, any amounts otherwise to be received hereunder shall bereduced on a dollar-for-dollar basis by the amount of such other payments youreceive.

## (G)           Consequencesof Termination or Expiration. The provisions of this Agreement that bytheir nature are intended to survive termination or expiration of thisAgreement shall survive termination or expiration.

If you agree that the foregoing correctly sets forththe agreement between us, please sign both copies of this Agreement in thespace indicated below and return both copies to the Company. This Agreementwill not become effective until signed by the Company in the space indicatedbelow. Following proper execution of this Agreement by you and the Company, theCompany will return one fully-executed copy to you for your files.

Very truly yours,

Polymer Group, Inc.

Bruce Rockenfield Vice President, Human Resources

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Agreedto as of the date executed by Polymer Group, Inc. below:
| EMPLOYEE     |   | POLYMER GROUP, INC. |
|--------------|--------|---------------------|
|         |   |                |
|         |   |                |
|         |   |                |
| Name:        |   | Name:               |
|         |   |                |
|         |   |                |
| Date Signed: |   |                | Title: |
|         |   |                |
|         |   | Effective Date:     |   |
|              |        |                     |  |  |

 

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