Exhibit 10.5.3
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Safety Components International, Inc.
Attn: Compensation Committee
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Gentlemen:
This letter will memorialize our agreement with respect to my receipt of a
change of control bonus from Safety Components International, Inc. (the
"Company").
Upon the closing of the proposed sale by ▇▇▇▇▇▇ Corporation, the Company's
largest stockholder, of all of its shares of the Company's stock to WLR Recovery
Fund III, L.P. (or an affiliate thereof) (the "▇▇▇▇▇▇ Sale"), the Company will
pay me a bonus in the amount of Four Hundred Six Thousand Dollars ($406,000).
This payment shall be in lieu of any change of control bonus that is or might be
payable to me pursuant to my employment agreement with the Company as a result
of the ▇▇▇▇▇▇ Sale and the change(s) in the composition of the Company's Board
of Directors directly resulting from the ▇▇▇▇▇▇ Sale.
The Company and I have not reached any agreement regarding how my
employment agreement should or will be interpreted in the event of a future
change of control which is unrelated to the ▇▇▇▇▇▇ Sale. The parties also agree
that neither the Company's payment of the change of control bonus in respect of
the ▇▇▇▇▇▇ Sale nor my acceptance thereof will be used as evidence in support of
any interpretation of the change of control provisions of my employment
agreement in the event of a future change of control which is unrelated to the
▇▇▇▇▇▇ Sale.
Sincerely,
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On behalf of the Compensation Committee