Exhibit 10.5.3
Xxxxx X. Xxxxxxx
000 Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Safety Components International, Inc.
Attn: Compensation Committee
00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
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 Xxxxxx 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 "Xxxxxx 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 Xxxxxx Sale and the change(s) in the composition of the Company's Board
of Directors directly resulting from the Xxxxxx 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 Xxxxxx Sale. The parties also agree
that neither the Company's payment of the change of control bonus in respect of
the Xxxxxx 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
Xxxxxx Sale.
Sincerely,
Xxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx
On behalf of the Compensation Committee
