Exhibit 10.9 Dear _________: Safety Components International, Inc. (the "Company") hereby agrees that, except as set forth in the following paragraph, if there occurs a Change of Control (as defined below) of the Company, and within twelve (12) months...

                                  Exhibit 10.9

                              _______________, 2001

Dear _________:

     Safety Components  International,  Inc. (the "Company") hereby agrees that,
except  as set forth in the  following  paragraph,  if there  occurs a Change of
Control  (as  defined  below) of the  Company,  and within  twelve  (12)  months
thereafter,  there  occurs  either  (i) a  termination  by the  Company  of your
employment  with the  Company  (other than a  termination  for Cause (as defined
below),  death or Disability (as defined below)) or (ii) a termination by you by
reason of a Constructive  Termination (as defined below),  the Company shall pay
to you, in lieu of any other  payments or benefits to which you may otherwise be
entitled, a severance payment equal to _____ months, calculated at the salary in
effect at the effective date of the termination (the "Effective Date") and shall
provide ____ months of health insurance  continuation  under "COBRA" at the same
cost to you of such coverage prior to the Effective Date. Such severance payment
shall be payable in ____ equal monthly installments  commencing on the first day
of the month following the Effective Date.

     Nothwithstanding  the  foregoing,  the  Company  will  not  pay to you  the
above-referenced  severance  payment in the event that your  employment with the
Company is  terminated  by the  Company  within  twelve  (12) months (the "Grace
Period")  after a Change of Control,  if the acquirer (the  "Acquiring  Person")
agrees to employ you in a substantially  equivalent  position,  at the same or a
higher  salary  and with  substantially  the same  duties  as you held  with the
Company prior to such  transaction,  in which event, if your employment with the
Acquiring  Person is  terminated  within the Grace  Period (a) by the  Acquiring
Person  other  than for cause,  disability  (as such terms may be defined by the
Board of Directors of the Acquiring  Person) or death or (b) by you by reason of
a Constructive Termination, the Acquiring Person will make the severance payment
to you required by the first paragraph  hereof.  Such agreement by the Acquiring
Person to employ you as aforesaid, without any further action, shall relieve the
Company of any and all obligations under this Agreement.

     Notwithstanding  anything else in this Agreement, the cash component of any
severance  payment under this Agreement shall no longer be payable to any extent
in the event that you  receive  any amount of  Severance  Period  Earnings.  For
purposes of this Agreement, "Severance Period Earnings" shall mean any amount(s)
received as income from a subsequent employer or business during the period such
severance amount otherwise would be payable.  In addition,  the health insurance
continuation  component  of any  severance  payment  under this  Agreement  also
(except as required by applicable  federal or state "COBRA"  continuation  laws)
shall no longer apply in the event that you become  covered,  or become eligible
to be covered (even if your contribution or application is required), by a group
health insurance plan of a subsequent employer or business.

     For purposes of this Agreement:

          1.   A "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 stockholder 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 date hereof,  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  date  hereof  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.

          2. A "Constructive  Termination" shall be deemed to have occurred upon
     your voluntary termination of employment following the occurrence of any of
     the following: (a) a change in your duties or responsibilities, or a change
     in your reporting  relationships,  either of which results in or reflects a
     material  diminution of the scope or  importance of your  responsibilities;
     (b) a reduction in your then current  base salary or annual  target  bonus;
     (c) a reduction in the level of benefits  available or awarded to you 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);  (d) any failure of
     any Acquiring  Person following a Change of Control to agree to be bound by
     this  Agreement,  or (e) a relocation of your primary  employment  location
     which is more than 50 miles from your current primary employment  location;
     provided, however, that for Constructive Termination to have been deemed to
     have occurred,  you must give the Company written notice,  at least 30 days
     prior to the date you intend to  terminate  your  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.

          3. The term  "Disability"  shall  mean your  inability  or  failure to
     perform  those  duties  for the  Company  or any  subsidiary  traditionally
     assigned to and performed by you because of your then




     existing physical or mental condition,  impairment or incapacity.  The fact
     of  disability  shall  be  determined  by the  Board  of  Directors  in its
     reasonable discretion, and shall be determined using the same definition of
     disability as would qualify you for disability benefits under the Company's
     long-term  disability  program  generally  applicable to you. The Board may
     consider such evidence as it deems desirable under the  circumstances,  and
     the Board's determination shall be final and binding on all parties.

          4. The term  "Cause",  as used herein,  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) your  commission  of fraud,  embezzlement  or theft in
     connection  with your duties for the Company or any  subsidiary;  (ii) your
     commission of a misdemeanor involving moral turpitude or your commission of
     a felony;  (iii) the  wrongful  material  damage to Company  or  subsidiary
     property by you;  (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 you are  subject;  (vi)  your  intentional  or  grossly
     negligent breach of any stated material employment policy of the Company or
     any subsidiary;  or (vii) your refusal to follow  reasonable  directions or
     instructions  of a more senior officer or the Board as to which the Company
     has  notified you in writing and such refusal  shall have  continued  for a
     period of three (3) business days after actual receipt of such notice.

     The above  payments and benefits are in  consideration  of and  conditional
upon  your  execution  of a release  of claims  against  the  Company  as of the
Effective Date, which release shall be in the form attached as Exhibit A.

     This Agreement shall be effective  immediately upon your acceptance  hereof
by your  signature  below  and shall  remain  in  effect  for as long as you are
employed by the Company,  it being  understood that nothing  contained herein is
intended  to create a  contract  or  guaranty  of  continued  employment  by the
Company.

     This  Agreement may be amended only by a subsequent  writing signed by each
of the parties hereto.

     The validity, interpretation,  construction, performance and enforcement of
this  Agreement  shall be governed by the internal laws of the State of Delaware
without regard to its conflicts of laws rules. The  non-prevailing  party in any
dispute  arising  out of or in  connection  with this  Agreement  shall bear the
reasonable legal fees of the other party hereto.

     This Agreement  contains the entire  agreement  between you and the Company
hereto with respect to the matters  contemplated herein and supersedes all prior
agreements or understandings among the parties related to such matters.

     Please  acknowledge your agreement to the foregoing by signing in the space
provided below and returning to the  undersigned an executed copy of this letter
at your earliest convenience.

Sincerely,                                Accepted and agreed:



Xxxx X. Xxxxx
                                          -----------------------------------
President
                                          -----------------------------------
and Chief Executive Officer               Signature





                                    Exhibit A

                                RELEASE AGREEMENT

     This  RELEASE  AGREEMENT  ("Agreement")  is made  and  entered  into by and
between _________________ ("Employee") and Safety Components International, Inc.
("SCI").

     WHEREAS,  Employee  and SCI  have  entered  into a letter  agreement  dated
___________  under  which  Employee is  entitled  to receive  certain  severance
benefits (the "Letter Agreement"); and

     WHEREAS,  as a condition  precedent to Employee's receipt of such severance
benefits,  the Letter Agreement requires Employee to execute a release of claims
against SCI as of the date of Employee's termination from employment;

     NOW,  THEREFORE,  for and in consideration of the mutual promises set forth
below, it is hereby agreed by and between Employee and SCI as follows:

     1. In full consideration of Employee's  execution of this Agreement and his
compliance  with its terms and  conditions,  SCI agrees to provide the severance
benefits  specified in the Letter Agreement  subject to the terms and conditions
contained therein.

     2. Employee,  intending to be legally bound and for and in consideration of
the  benefits  described  in  this  Agreement,  does  for  himself,  his  heirs,
executors,  administrators,  successors and assigns  hereby remise,  release and
forever discharge SCI, its shareholders, successors, predecessors, subsidiaries,
affiliates,   assigns,   directors,   officers,  agents,  employees  and  former
employees, and all persons,  corporations or other entities who might be claimed
to be jointly and severally liable with them, from any and all actions,  claims,
demands,  charges,  suits and damages whatsoever arising from or relating in any
way to his employment with SCI,  whether known or unknown or whether asserted or
unasserted,  from  the  beginning  of time  to the  date  of  execution  of this
Agreement,  including  but not  limited to claims  under  Title VII of the Civil
Rights Act of 1964, the Age  Discrimination in Employment Act (29 U.S.C. ss. 626
et seq.),  the Employee  Retirement  Income  Security Act of 1974, the Americans
With Disabilities Act, claims for breach of contract,  unpaid wages, wrongful or
constructive  discharge,   intentional  or  negligent  infliction  of  emotional
distress and any other statutory or common law theories, including any claim for
attorneys' fees and costs,  which he or anyone claiming by, through or under him
in any way might have or could claim against SCI.

     3. Employee agrees that he will not institute any legal proceedings  either
individually  or as a  class  representative  or  member  against  SCI as to any
matter. Employee knowingly and intentionally waives any rights to any additional
recovery  that might be sought on his behalf  against SCI as to any matter based
upon,  arising from or relating to his employment with SCI, by any other person,
entity,  local,  state  or  federal  government  or  agency  thereof,  including
specifically and without limitation, the state and federal Departments of Labor.

     4. Employee shall make himself reasonably available for assistance with and
shall cooperate with SCI in connection with litigation or other on-going matters
in which his  assistance  may be needed  during the period in which  Employee is
receiving severance benefits pursuant to the Letter Agreement.

     5.  Employee  agrees  that he  shall  remain  bound by and  subject  to all
agreements  or other  obligations  of  non-disclosure,  non-solicitation  and/or
non-competition  to which he was a party or otherwise  bound in connection  with
his employment with SCI.




     6. Employee  agrees that he will not, at any time or in any manner,  either
directly or indirectly,  disclose,  divulge,  communicate or otherwise reveal or
allow to be revealed the facts, terms, substance or content of this Agreement or
the facts, terms,  substance or content of any communications,  written or oral,
concerning the negotiation,  execution or implementation  of this Agreement,  to
anyone other than his attorney,  his accountant or his immediate family members,
except as required by law.

     7. It is expressly understood that this Agreement is not to be construed as
an  admission of any  liability  or  violation  of any  federal,  state or local
statute or regulation,  or of any duty owed by SCI which  liability or violation
of statute, regulation or duty is expressly denied by SCI. The consideration set
forth in  paragraph 1 of this  Agreement  is a benefit to which  Employee is not
automatically  entitled but which has been offered in consideration of the above
release and to resolve any and all potential disputes.

     8.  Employee  acknowledges  that he has had up to 21 days to  consider  the
terms of this Agreement.  SCI encourages  Employee to review this Agreement with
his attorney, if he so desires.

     9.  This  Agreement  shall  become  effective  seven  (7)  days  after  its
signature.  Within  seven (7) days of his  signature,  Employee  may  revoke his
Agreement by providing  written notice to the Vice President of Human Resources,
Safety  Components  International,  Inc., 00 Xxxxxxx Xxxxxx,  Xxxxxxxxxx,  Xxxxx
Xxxxxxxx 00000.

     10. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of South Carolina.

     11. Except as provided herein, each provision of this Agreement is intended
to be  severable.  If any  term or  provision  is held  to be  invalid,  void or
unenforceable by a court of competent  jurisdiction  for any reason  whatsoever,
such ruling shall not affect the remainder of this Agreement.

     12. The parties,  intending  to be legally  bound,  apply their  signatures
voluntarily  and  with  full  understanding  of the  contents  of  this  Release
Agreement and after having had ample time to review and study this Agreement.

     Signed and executed this ____ day of _____________, 200__.

                                                                       (SEAL)
                          --------------------------------------------
                          Employee


                          Safety Components International, Inc.


                          By:
                                -------------------------------------
                          Title:
                                -------------------------------------