Exhibit 10.8
NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT
PURSUANT TO THE
SAFETY COMPONENTS INTERNATIONAL, INC. 2001 STOCK OPTION PLAN
This Nonstatutory Stock Option Agreement and Grant is entered into as of
______________ between SAFETY COMPONENTS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), and ____________________ (the "Optionee").
WHEREAS, the Company has adopted the Safety Components International, Inc.
2001 Stock Option Plan (the "Plan"), pursuant to which the Company may, from
time to time, grant stock options to and enter into Nonstatutory Stock Option
Agreements with, eligible employees and other individuals providing services to
the Company or any Subsidiary (as defined below);
WHEREAS, pursuant to the Plan, the Company has determined to grant to the
Optionee stock options to purchase shares of Common Stock (as defined below) of
the Company, which options shall be subject to the terms and conditions of this
Nonstatutory Stock Option Agreement and Grant.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereby agree as follows:
1. Definitions. For purposes of this Nonstatutory Stock Option Agreement
and Grant, when capitalized the following terms shall have the meanings
indicated:
(a) "Act" shall mean the Securities Act of 1933, as amended.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean any act, action or series of acts or actions or
any omission, omissions, or series of omissions which result in, or which
have the effect of resulting in, any of the following: (i) the Optionee's
commission of fraud, embezzlement or theft in connection with the
Optionee's duties for the Company or any Subsidiary; (ii) the Optionee's
commission of a misdemeanor involving moral turpitude or the Optionee's
commission of a felony; (iii) the wrongful material damage to Company or
Subsidiary property by the Employee; (iv) the wrongful disclosure of any
secret process or confidential information of the Company or any
Subsidiary; (v) the violation of any non-disclosure, non-solicitation or
non-competition covenants to which the Optionee is subject; (vi) the
Optionee's intentional or grossly negligent breach of any stated material
employment policy of the Company or any Subsidiary; or (vii) the Optionee's
refusal to follow reasonable directions or instructions of a more senior
officer or the Board as to which the Company has notified the Optionee in
writing and such refusal shall have continued for a period of three (3)
business days after actual receipt of such notice.
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(d) "Change of Control" will be deemed to have occurred upon:
(i) the acquisition by any one person or a group of associated
persons (the "Person") of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of
the shares of Common Stock then outstanding (the "Outstanding Common
Stock") or the voting securities of the Company then outstanding
entitled to vote generally in the election of directors (the
"Outstanding Voting Securities"), if such acquisition of beneficial
ownership would result in such Person beneficially owning either
individually or in the aggregate 50.1% or more of the Outstanding
Common Stock or 50.1% or more of the combined voting power of the
Outstanding Voting Securities; provided, however, that immediately
prior to such acquisition such Person(s) was not a direct or indirect
beneficial owner of 50.1% or more of the Outstanding Common Stock or
50.1% or more of the combined voting power of Outstanding Voting
Securities, as the case may be; and provided further, however, that if
such acquisition is by a person who was a shareholder of the Company
as of October 31, 2000, then a Change of Control does not occur unless
both this Subsection (i) and Subsection (iii)'s change in Board
composition provisions are met; or
(ii) approval by the stockholders of the Company of a
reorganization, merger, consolidation, substantial liquidation or
dissolution of the Company, sale or disposition of all or
substantially all of the assets of the Company, or similar corporate
transaction (in each case referred to herein as a "Corporate
Transaction"); provided, however, in any such case, payment of any
benefits, or amounts (cash, stock or otherwise) shall be conditioned
upon the actual consummation of such Corporate Transaction; or
(iii) a change in the composition of the Board such that the
individuals who, immediately prior to the Effective Date, constitute
the Board (such Board hereinafter referred to as the "Incumbent
Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual who becomes a member of
the Board on or subsequent to the Effective Date whose election, or
nomination for election by the Company's stockholders, was as a result
of the retirement, resignation or removal of a Board member in the
ordinary course of business and was approved by a vote of at least a
majority of those individuals who are members of the Board and who
were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such
individual were a member of the Incumbent Board; but, provided,
further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest
(as such terms are used in Rule l4a-11 of Regulation 14A under the
Securities Exchange Act of 1934 (as amended from time to time),
including any successor to such Rule) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person(s)
other than the Board shall not be so considered as a member of the
Incumbent Board.
(e) "Class A Option" shall mean the Class A Option to purchase shares
of Common Stock granted to the Optionee pursuant to this Option Agreement
and described in Section 2(a) below.
(f) "Class B Option" shall mean the Class B Option to purchase shares
of Common Stock granted to the Optionee pursuant to this Option Agreement
and described in Section 2(b) below.
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(g) Intentionally omitted.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended,
any successor revenue laws of the United States and the rules and
regulations promulgated thereunder.
(i) "Committee" shall mean the committee of members of the Board that
is designated by the Board to administer the Plan. In the event that no
such Committee exists or is appointed, "Committee" shall mean the Board.
(j) "Common Stock" shall mean the Common Stock, par value $0.01 per
share, of the Company.
(k) "Constructive Termination" shall mean the Optionee's voluntary
termination of employment within 60 days (or 120 days in the event a Change
of Control also has occurred) following the occurrence of any of the
following: (i) a change in the Optionee's duties or responsibilities, or a
change in the Optionee's reporting relationships, either of which results
in or reflects a material diminution of the scope or importance of the
Optionee's responsibilities; (ii) a reduction in the Optionee's then
current base salary or annual target bonus; (iii) a reduction in the level
of benefits available or awarded to the Optionee under employee and officer
benefit plans and programs including, but not limited to, annual and
long-term incentive and stock-based plans and programs (other than as part
of reductions in such benefit plans or programs affecting similarly
situated employees of the Company); (iv) any failure of any acquirer
following a Change of Control to agree to be bound by this Option
Agreement, or (v) a relocation of the Optionee's primary employment
location which is more than 50 miles from his current primary employment
location; provided, however, that for Constructive Termination to have been
deemed to have occurred, the Optionee must give the Company written notice,
at least 30 days prior to the date the Optionee intends to terminate his
employment, providing a description of the events constituting Constructive
Termination hereunder and, in the event the Company corrects or cures such
events prior to the conclusion of such 30 day period, then Constructive
Termination shall not exist hereunder.
(l) "Disability" shall mean the inability or failure of a person to
perform those duties for the Company or any Subsidiary traditionally
assigned to and performed by such person because of the person's
then-existing physical or mental condition, impairment or incapacity. The
fact of disability shall be determined by the Committee in its reasonable
discretion, and shall be determined using the same definition of disability
as would qualify the person for disability benefits under the Company's
long term disability program generally applicable to that person. The
Committee may consider such evidence as it considers desirable under the
circumstances, and the Committee's determination shall be final and binding
upon all parties.
(m) "Exercise Date" shall mean the business day, during the applicable
Option Period, upon which the Optionee delivers to the Company the written
notice and consideration contemplated by Section 5 of the Plan.
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(n) "Fair Market Value" shall mean the fair market value of the Common
Stock determined as provided in the Plan.
(o) "Family Member" shall mean the Optionee's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, or any person sharing the Optionee's household (other than a
tenant or employee).
(p) "Involuntary Termination Without Cause" shall mean any of the
following: (i) the dismissal of, or the request for the resignation of, a
person, by court order, order of any court-appointed liquidator or trustee
of the Company, or the order or request of any creditors' committee of the
Company constituted under the federal bankruptcy laws, provided that such
order or request contains no specific reference to Cause; (ii) the
dismissal of, or the request for the resignation of, a person, by a duly
constituted corporate officer of the Company, or by the Board, for any
reason other than for Cause; or (iii) the Optionee's Constructive
Termination.
(q) "Options" shall mean the Class A Option and the Class B Option to
purchase shares of Common Stock granted to the Optionee pursuant to this
Option Agreement.
(r) "Option Agreement" shall mean this Nonstatutory Stock Option
Agreement and Grant between the Company and the Optionee by which the
Options are granted to the Optionee pursuant to the Plan.
(s) "Option Period" shall mean (i) with respect to the Class A Option,
the period commencing as of the date hereof and ending October 31, 2010;
and (ii) with respect to the Class B Option, the period commencing as of
the date hereof and ending October 31, 2010; or in each case such earlier
date as when this Option Agreement may be terminated by its terms.
(t) "Permitted Transferee" shall mean a Family Member, a trust in
which Family Members have more than fifty percent of the beneficial
interest, a foundation in which Family Members (or the Optionee) control
the management of assets, and any other entity in which Family Members (or
the Optionee) own more than fifty percent of the voting interests.
(u) "Plan" shall mean the Safety Components International, Inc. 2001
Stock Option Plan, as amended from time to time.
(v) "Subsidiary" shall mean any subsidiary entity of the Company.
(w) "Termination of Continuous Service" shall mean the Optionee's
ceasing to perform services for the Company and its Subsidiaries. Subject
to applicable law, the Committee may determine in its reasonable discretion
whether the Optionee's continuous service has terminated and the effective
date of such termination.
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2. Grant of Options. Subject to the terms and conditions set forth in this
Option Agreement, the Company hereby grants to the Optionee the following
Options to purchase shares of Common Stock from the Company:
(a) Class A Option. Effective May ___, 2001, the Company hereby grants
to the Optionee an option to purchase from the Company up to but not
exceeding in the aggregate ________ shares of Common Stock at an exercise
price per share equal to $8.75, the Fair Market Value per share of the
Common Stock on the date of grant, subject to adjustment to $.01 per share
in the event of a Change of Control (the "Class A Option").
(b) Class B Option. Effective May ___, 2001, the Company hereby grants
to the Optionee an option to purchase from the Company up to but not
exceeding in the aggregate ________ shares of Common Stock at an exercise
price per share equal to $8.75, the Fair Market Value per share of the
Common Stock on the date of grant (the "Class B Option").
3. Vesting and Exercise of Options. The Options granted in paragraph 2
above shall vest and become exercisable in accordance with the following terms
and procedures:
(a) Class A Option. Subject to Section 7 below regarding a Change of
Control, the Class A Option shall vest as follows, provided that the
Optionee has not incurred a Termination of Continuous Service as of the
relevant vesting date: (i) one-third of the total number of shares of
Common Stock covered by the Class A Option shall be immediately vested;
(ii) an additional one-third of the total number of shares of Common Stock
covered by the Class A Options shall vest October 31, 2002; and (iii) the
final one-third of the total number of shares of Common Stock covered by
the Class A Option shall vest on October 31, 2003. The Option shall
terminate on the expiration of the Option Period, if not earlier terminated
pursuant to this Option Agreement.
(b) Class B Option. Subject to Section 7 below regarding a Change of
Control, the Class B Option shall vest as follows, provided that the
Optionee has not incurred a Termination of Continuous Service as of the
relevant vesting date: (i) one-third of the total number of shares of
Common Stock covered by the Class B Option shall vest on October 31, 2001;
(ii) an additional one-third of the total number of shares of Common Stock
covered by the Class B Option shall vest on October 31, 2002; and (iii) the
final one-third of the total number of shares of Common Stock covered by
the Class B Option shall vest on October 31, 2003. The Option shall
terminate on the expiration of the Option Period, if not earlier terminated
pursuant to this Option Agreement.
(c) Intentionally omitted.
(d) Minimum Exercise Amount. No less than 100 shares of Common Stock
may be purchased on any Exercise Date unless the number of shares purchased
at such time is the total number of shares in respect of which the Option
is then exercisable.
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(e) Fractional Shares. If at any time and for any reason any Option
covers a fraction of a share, then upon exercise of the Option, the
fractional share shall be rounded down to the nearest whole share and
disregarded without payment therefore.
(f) Procedure for Exercise. The Options shall be exercised by the
Optionee in accordance with the terms and conditions of Section 5 of the
Plan.
(g) Issuance of Shares. As soon as administratively practicable after
the Exercise Date, subject to the receipt of payment of the applicable
aggregate option price and payment of any federal, state or local income
tax withholding or other employment tax that may be due upon the issuance
of the Common Stock as determined by the Company pursuant to Section 8
below, the Company shall issue to the Optionee, and the Optionee shall
become the holder of record of, the number of shares with respect to which
such Option shall be so exercised.
(h) Transferability of Options. The Options are not transferable by
the Optionee otherwise than (i) by will or the laws of descent and
distribution; or (ii) by transfer without consideration to a Permitted
Transferee. In the case of a transfer pursuant to (ii) above, the Committee
must be notified in advance in writing of the terms of any proposed
transfer to a Permitted Transferee. The Permitted Transferee and the Option
shall continue to be subject to the same terms and conditions as were
applicable immediately prior to the transfer. The provisions of the Plan
and this Option Agreement shall continue to apply with respect to the
Optionee, and the Option shall be exercisable by the Permitted Transferee
only to the extent and for the periods specified herein. The Optionee shall
remain subject to withholding taxes upon exercise of any transferred Option
by the Permitted Transferee. No assignment or transfer of the Option, or of
the rights represented thereby, whether voluntary or involuntary, by
operation of law or otherwise, except as described above, shall vest in the
assignee or transferee any interest or right herein whatsoever; but
immediately upon any attempt to assign or transfer this Option, except as
expressly permitted herein, the same shall terminate and be of no force or
effect.
4. Termination. Each Option granted hereby or that may be granted hereby
shall terminate and be of no force or effect, regardless of whether or not such
Options are vested, upon and following the earliest to occur of any of the
following events:
(a) Option Expiration. The expiration of the Option Period.
(b) Termination of Employment Generally. The Optionee's Termination
for any reason other than the Optionee's death, Disability or Involuntary
Termination Without Cause.
(c) Involuntary Termination Without Cause. Except as otherwise
provided upon a Change of Control in Section 7 below, the expiration of
thirty (30) days after the date of the Optionee's Involuntary Termination
Without Cause. During such thirty (30) day period, the Optionee shall have
the right to exercise the Options which have both been granted and vested
in accordance with the terms of this Option Agreement, but only to the
extent the Option was exercisable on the date of the Optionee's Involuntary
Termination Without Cause. Notwithstanding the foregoing, in lieu of
exercising his vested Options, the Optionee may
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instead surrender all his Options (of all classes) within the thirty (30)
day period following his Involuntary Termination Without Cause, and shall
receive instead stock appreciation rights which, in the event of a Change
of Control within twenty-four (24) months of the Optionee's Involuntary
Termination Without Cause, provide a payment equal to the amount by which
the "Change of Control Price" (as determined by the Committee in its
discretion to reflect the fair market value of the Common Stock by virtue
of the transaction contemplated by the Change of Control) per share of
Common Stock exceeds the applicable exercise price per share of Common
Stock multiplied by the number of shares of Common Stock subject to the
Optionee's vested Options which were surrendered. Such stock appreciation
rights shall expire and no longer be of any value at the end of such
twenty-four (24) month period.
(d) Disability. The expiration of ninety (90) days after the
Optionee's Termination as a result of the Optionee's Disability. During
such ninety (90) day period, the Optionee shall have the right to exercise
the Option hereby granted in accordance with the terms of this Option
Agreement, but only to the extent the Option was exercisable and vested on
the date of the Optionee's Termination.
(e) Death. In the event of the Optionee's Termination as a result of
the Optionee's death, or in the event of the Optionee's death after
Termination described in subparagraph (c) or (d) above but within the
thirty (30) day or ninety (90) day period described in subparagraph (c) or
(d) above, upon the expiration of ninety (90) days following the Optionee's
death. During such extended period, the Option may be exercised by the
person or persons to whom the deceased Optionee's rights under the Option
Agreement shall pass by will or by the laws of descent and distribution,
but only to the extent the Option was exercisable and vested on the date of
the Optionee's Termination.
(f) Violation of Agreement. The Optionee's violation of any term or
condition of any agreement with the Company or a Subsidiary containing
secrecy, confidentiality, noncompetition and/or nonsolicitation covenants
or clauses.
(g) Assignment or Transfer. To the extent set forth in Section 3(h)
above, upon an attempted assignment or transfer of the Option other than as
expressly permitted herein.
Any determination made by the Committee with respect to any matter referred
to in this paragraph 4 shall be final and conclusive on all persons affected
thereby.
5. Rights as Stockholder. An Optionee shall have no rights as a stockholder
of the Company with respect to any shares of Common Stock underlying the Options
until the Optionee shall have become the holder of record of such Common Stock
upon payment of the applicable exercise price in accordance with the terms and
provisions hereof. Subject to Section 6 below, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date that the Optionee shall have become the holder of record of the shares
of Common Stock acquired pursuant to the Options.
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6. Adjustments for Changes in Capital Structure; Reorganizations in
General. The shares underlying these Options are shares of Common Stock as
constituted on the date of this Option Agreement, but if, during the applicable
Option Periods and prior to the delivery by the Company of all of the shares of
Common Stock with respect to which these Options are granted, there is any
change in the Common Stock or capital structure of the Company due to a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, rights offering or similar event (but not
including the exercise of warrants under the Warrant Agreement approved as part
of the Company's Chapter 11 Plan of Reorganization approved by the United States
District Court for the District of Delaware as of August 30, 2000), unless the
Committee should determine otherwise in its reasonable discretion, corresponding
adjustments automatically shall be made to the number and kind of shares covered
by the Options to the extent they remain outstanding and the exercise price per
share under the Options. In addition, the Committee may make such other
adjustments as it determines to be equitable. Notwithstanding the foregoing, any
fractional share resulting from an adjustment pursuant to this Section 6 shall
be rounded down to the nearest whole number.
In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all of the authorized shares with par
value into the same number of shares with a different par value or without par
value, the shares resulting from any such change shall be deemed to be the
Common Stock within the meaning of the Plan.
In the event of a merger of one or more corporations into the Company with
respect to which the Company shall be the surviving or resulting corporation,
the Optionee shall, at no additional cost, be entitled upon exercise of any of
these Options to receive (subject to any required action by shareholders), in
lieu of the number of shares as to which these Options shall then be so
exercised, the number and class of shares of stock or other securities to which
the Optionee would have been entitled pursuant to the terms of the agreement of
merger if, immediately prior to such merger, the Optionee had been the holder of
record of a number of shares of Common Stock of the Company equal to the number
of shares as to which such Option shall be so exercised; provided, however,
that, anything herein contained to the contrary notwithstanding, upon the
occurrence of a Change of Control the provisions of Section 7 of this Option
Agreement also shall apply.
The existence of these Options shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, dividends, stock dividends, recapitalization, reorganizations or
other changes in the Company's capital structure or its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting, the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
7. Change of Control. Notwithstanding any other provision in this Option
Agreement or the Plan, the following provisions shall apply in the event of a
Change of Control:
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(a) Class A Option. To the extent that the Class A Option is
outstanding as of the date a Change of Control is determined to have
occurred, then, upon the Change of Control, the Class A Option shall become
fully vested and exercisable; provided, however, that the foregoing
accelerated vesting shall become effective only (i) if the Optionee has not
incurred a Termination of Continuous Service as of the Change of Control or
(ii) in the event the Optionee had an Involuntary Termination Without Cause
during a period of time described in subsection (c) below.
(b) Class B Option. To the extent that the Class B Option is
outstanding as of the date a Change of Control is determined to have
occurred, then, upon the Change of Control the Class B Option shall become
fully vested and exercisable; provided, however, that the foregoing
accelerated vesting shall apply only (i) if the Optionee has not incurred a
Termination of Continuous Service as of the Change of Control or (ii) in
the event the Optionee had an Involuntary Termination Without Cause during
a period of time described in subsection (c) below.
(c) Special Provisions Regarding Involuntary Termination Without
Cause. A Change of Control shall be deemed to have occurred on the date on
which the Optionee had an Involuntary Termination Without Cause if such
Involuntary Termination Without Cause occurs within any of the following
periods of time: (i) within ninety (90) days prior to a Change of Control;
(ii) within ninety (90) days prior to the execution of a definitive written
agreement which would result in a Change of Control, but only if the Change
of Control is actually consummated within one hundred eighty (180) days
following the Involuntary Termination Without Cause; or (iii) if on the
date of Involuntary Termination Without Cause the Board had knowledge of a
pending Change of Control, but only if the Change of Control is actually
consummated within one hundred eighty (180) days following the Involuntary
Termination Without Cause. In such event, any election or action which has
been taken by Optionee under 4(c) of this Agreement shall be deemed also to
apply to any additional Options which become vested pursuant to this
Section 7(c).
8. Compliance with Code ss. 280(G)(b)(5). All provisions of this Agreement
which are contingent upon a change of control and "parachute payments" as
defined by Code ss. 280G ("parachute payments") shall in all cases be subject
and contingent upon the approval by a separate vote of the persons who owned,
immediately before the change in ownership or control which would trigger the
application of Code ss. 280G, more than seventy-five (75%) percent of the voting
power of all outstanding stock of the Company. Such seventy-five (75%) percent
vote shall be made following adequate disclosures to such voting persons of all
material facts concerning all such material parachute payments, and such vote
shall determine the right of the individual to receive or return such parachute
payment. The provisions of this paragraph shall not apply in the event that a
substantial portion of the assets of the Company consists directly or indirectly
of stock in a corporation and any ownership interest in such entity is readily
tradable on an established securities market or otherwise. To the extent that it
is determined by the Company's independent auditors that Code ▇▇.▇▇. 280G and
4999 apply, then Employee's payments which are deemed to be contingent upon a
change of control shall be reduced to the extent that the Company's independent
auditors determine that to do so would cause Employee to net more after-tax
income than he would receive if such payments were not reduced. The provisions
of
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this paragraph shall in all events be interpreted so as to comply with Code ss.
280G(b)(5) and the regulations, proposed regulations and other official guidance
thereunder.
9. Payment of Withholding Taxes. Upon the Optionee's exercise of his or her
Options with respect to any shares of Common Stock in accordance with the
provisions of paragraph 3 above, or the Optionee's receipt of a payment pursuant
to Section 7(a) or (b) above, the Optionee shall pay to the Company, through
payroll or other withholding (which withholding the Optionee hereby authorizes)
or other means acceptable to the Company, the amount of any applicable federal,
state or local income tax withholding or other employment tax obligations that
may arise in connection with or be due upon such exercise or payment, as the
case may be. The amount of any such federal, state or local income tax
withholding or other employment tax due in such event shall be the statutory
minimum amount as determined by the Company and shall be binding upon the
Optionee. If the amount requested is not paid, the Company may refuse to issue
the Common Stock or make such payment. Nothing in this paragraph shall be
construed to impose on the Company a duty to withhold where applicable law does
not require such withholding.
10. No Registration Rights. Nothing in this Option Agreement shall be
construed to obligate the Company at any time to file or maintain the
effectiveness of a registration statement under the Act, or under the securities
laws of any state or other jurisdiction, or to take or cause to be taken any
action which may be necessary in order to provide an exemption from the
registration requirements of the Act under Rule 144 or any other exemption with
respect to the Common Stock or otherwise for resale or other transfer by the
Optionee (or by the executor or administrator of such Optionee's estate or a
Permitted Transferee or a person who acquired the Option or any Common Stock or
other rights by bequest, inheritance or otherwise by reason of the death of the
Optionee) as a result of the exercise of an Option granted pursuant to this
Option Agreement.
11. Resolution of Disputes. Any question of interpretation, dispute or
disagreement that arises under, or as a result of, or pursuant to, this Option
Agreement shall be determined by the Committee in its reasonable discretion, and
any such determination or other determination or interpretation by the Committee
under or pursuant to this Option Agreement, shall be final, binding and
conclusive on all parties affected thereby.
12. Compliance with the Act. Anything in this Option Agreement to the
contrary notwithstanding, if, at any time specified herein for the issuance of
Common Stock, any law, regulation or requirements of any governmental authority
having jurisdiction in the premises shall require either the Company or the
Optionee, in the opinion of the Company's counsel, to take any action in
connection with the shares then to be issued, the issuance of such shares shall
be deferred until such action shall have been taken, and the Company shall use
commercially reasonable efforts in that regard to preserve the benefits to the
Optionee contemplated by this Option Agreement. Notwithstanding any provision
herein to the contrary or in the Plan, the Company shall be under no obligation
to issue any shares of Common Stock to the Optionee upon exercise of the Option
granted hereby unless and until the Company has determined that such issuance is
either exempt from registration, or is registered, under the Act and is either
exempt from registration and qualification, or is registered or qualified, as
applicable, under all
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applicable state securities or "blue sky" laws. The Company may require any
person exercising the Options to make such representations and agreements and
furnish such information as it deems appropriate to assure compliance with the
foregoing or any other applicable legal requirement.
13. Miscellaneous.
(a) Binding on Successors and Representatives. This Option Agreement
shall be binding not only upon the parties, but also upon their heirs,
executors, administrators, personal representatives, successors and assigns
(including any transferee of a party to this Agreement); and the parties
agree, for themselves and their successors, assigns (including any
transferee of a party to this Agreement) and representatives, to execute
any instrument which may be necessary legally to effect the terms and
conditions of this Option Agreement.
(b) Entire Agreement. This Option Agreement, together with the Plan,
constitutes the entire agreement of the parties with respect to the Option
and supersedes any previous agreement, whether written or oral, with
respect thereto. This Option Agreement has been entered into in compliance
with the terms of the Plan; wherever a conflict may arise between the terms
of this Option Agreement and the terms of the Plan, the terms of the Plan
shall control.
(c) Amendment. Neither this Option Agreement nor any of the terms and
conditions herein set forth may be altered or amended orally, and any such
alteration or amendment shall be effective only when reduced to writing and
signed by each of the parties or their respective successors and assigns.
(d) Construction of Terms. Any reference herein to the singular or
plural shall be construed as plural or singular whenever the context
requires.
(e) Notices. All notices, requests and amendments under this Option
Agreement shall be in writing, and notices shall be deemed to have been
given when personally delivered or sent prepaid registered mail:
(i) if to the Company, at the following address:
Safety Components International, Inc.
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President of Human Resources
or at such other address as the Company shall designate by notice.
(ii) if to the Optionee, to the Optionee's address appearing in
the Company's records, or at such other address as the
Optionee shall designate by notice.
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(f) Governing Law. This Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of South Carolina
(excluding the principles of conflict of laws thereof).
(g) Severability. The invalidity or unenforceability of any particular
provision of this Option Agreement shall not affect the other provisions
hereof, and the Committee may elect in its sole discretion to construe such
invalid or unenforceable provision in a manner which conforms to applicable
laws or as if such provision was omitted.
(h) Not Incentive Stock Options. The Options granted hereunder are not
intended to be "incentive stock options" under Section 422 of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the day and year first written above.
SAFETY COMPONENTS [NAME OF OPTIONEE]
INTERNATIONAL, INC.
By:
------------------------- ----------------------------- (SEAL)
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