AGREEMENT FOR
FINANCIAL PUBLIC RELATIONS SERVICES
THIS AGREEMENT is entered into on this 1st day of July 1997 by and
between Market Pathways Financial Relations Incorporated (hereinafter "MARKET
PATHWAYS"), with its principal place of business at 0000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxxxx 00000 and Safety Components International, Inc. (hereinafter
"Client"), a Delaware corporation, with its principal place of business at 0000
Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxx Xxx, XX 00000 -- Telephone - 000-000-0000.
HEREAFTER, the Client and MARKET PATHWAYS are referred to collectively
as "Parties", and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions
under which the said services shall be performed.
NOW, THEREFORE, in consideration of these promises of the mutual
covenants herein, the Parties hereto agree as follows:
I. - SCOPE OF SERVICES
MARKET PATHWAYS agrees to perform for the Client the financial
services described as follows:
A. MARKET PATHWAYS will develop, implement, and maintain an ongoing
stock market support system with the general objective of expanding financial
community awareness of the Client's activities, and hence a commensurate
interest in the Client's common stock. This stock market support system will
have a four-part approach:
1. A SHAREHOLDER COMMUNICATION SYSTEM to keep existing
stockholders informed about the Client's activities and
potential.
2. A FINANCIAL COMMUNITY SUPPORT SYSTEM to build a national
network of stockbrokers, analysts, and traders who are
informed about and interested in the Client.
3. AN INVESTOR LEAD GENERATION SYSTEM to develop leads for
selected stockbrokers and to assist them in their marketing of
the Client's stock.
4. A MEDIA RELATIONS SYSTEM to increase corporate visibility
through informational press releases, placement of articles
and copy consulting on annual and quarterly reports.
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B. OPTIONAL SERVICES: Additional projects, such as design and
production of annual and quarterly reports, video or slide presentations, speech
writing, and introductions related to financing and investment banking
activities, will be performed and billed as mutually agreed upon by both Parties
on a case by case basis.
II. - PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a primary
term of one (1) year from the date hereof. However, this Agreement may be
terminated for any reason by either Party upon 60 days written notice of
termination. If no notice of termination is received by June 30, 1998, this
Agreement will automatically renew for an additional one (1) year period under
the same terms and conditions. [specifically: $4,000 per month plus expenses and
additional common stock options, as described in Article IV(b).]
III. - CONTRACTUAL RELATIONSHIP
In performing the services under this Agreement, Market Pathways shall
operate as, and have the status of an independent contractor. The Client and
Market Pathways will be mutually responsible for determining the means and the
methods for performing the services described in ARTICLE I.
IV. - COMPENSATION
As full consideration for the performance of the basic (four-part)
services described above, the Client shall pay Market Pathways compensation as
follows:
A. CASH: $48,000 cash plus reasonable expenses. Said $48,000 shall be
paid monthly in advance at the rate of $4,000 per month.
1. Initial payment for the first month shall be due at the
time this Agreement is signed. Following the initial payment,
ensuing payments are payable monthly in advance to Market
Pathways' principal place of business and are due on the first
day of each month.
2. Expenses: Expenses are expected to be approximately $500
per month for phones and postage. Expenses include, but are
not limited to, the following: Air fare and lodging;
telephone, fax and other communications; fare of public
carrier; photocopy and printing; media purchases; postage and
special mailings. Market Pathways agrees to obtain prior
client approval for any single expense over $100. Market
Pathways shall submit a monthly invoice to the Client, which
covers the monthly fee and reimbursable expenses. The Client
agrees to indemnify and pay Market Pathways for all expenses
committed to on behalf of the Client prior to termination of
this Agreement for any reason.
B. OPTIONS: Common Stock Options (or Warrants) to purchase the
Client's common stock shall be granted to Market Pathways.
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1. Option A -- An Option (or Warrant) to purchase 15,000
shares of the Client's common stock. Each such Option is
immediately exercisable and entitles Market Pathways to
purchase securities of Client as described below, at an
exercise price per share equal to the closing bid price, as
quoted by The NASDAQ Stock Market on July 1, 1997 ($9.75)
(subject to adjustment as provided herein) (the "Exercise
Price"). Each Option may be exercised from the date of this
Agreement until 11:59 p.m. (Los Angeles time) on the date that
is 12 months from the date of this Agreement (the "Expiration
Date"). Each Option not exercised on or before the Expiration
Date shall expire.
2. Securities Subject to Option: Shares underlying the Options
will be registered by the Client at the Client's expense. If
the Client does not register the shares underlying the Options
as described above within six months from the date hereof,
upon the written request of Market Pathways thereafter, the
Client shall use its best efforts to cause all shares
underlying the Options to be registered xxx X-0 registration
(or other simplified form) as soon as is practicable.
C. PRORATED COMPENSATION: If this Agreement is terminated for any
reason the cash amount due will be prorated to the final date of service under
this Agreement. Regardless of the termination date or reason, all Options are
deemed to have been earned and no refund or reduction of Options shall take
place.
V. - ADJUSTMENTS TO OPTIONS
The Exercise Price and the number of shares of Common Stock and
classes of capital stock of the Client purchasable upon the exercise of each
Option are subject to adjustment from time to time as follows:
A. If the Client: (i) pays a dividend or makes a distribution on its
Common Stock, in each case, in shares of its Common Stock; (ii) subdivides its
outstanding shares of Common Stock into a greater number of shares; (iii)
combines its outstanding shares of Common Stock into a smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its capital stock
other than Common Stock or (v) issues by reclassification of its shares of
Common Stock any shares of its capital stock; then the number and classes of
shares purchasable upon exercise of each Option in effect immediately prior to
such action shall be adjusted so that the holder of any Option thereafter
exercised may receive the number and classes of shares of capital stock of the
Client which such holder would have owned immediately following such action if
such holder had exercised the Option immediately prior to such action.
B. If the Client is a party to a consolidation, merger or transfer of
assets which reclassifies or changes its outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or the
Company, as the case may be) shall by operation of law assume the Client's
obligations under this Agreement.
C. Upon consummation of such transaction the Options shall
automatically become exercisable for the kind and amount of securities, cash or
other assets which the holder of an Option would have owned immediately after
the consolidation, merger or transfer if the holder
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had exercised the Option immediately before the effective date of such
transaction. As a condition to the consummation of such transaction, the Client
shall arrange for the person or entity obligated to issue securities or deliver
cash or other assets upon exercise of the Option to, concurrently with the
consummation of such transaction, assume the Client's obligations hereunder by
executing an instrument so providing and further providing for adjustments which
shall be as nearly equivalent as may be practical to the adjustments provided
herein.
VI. - CLIENT INFORMATION
Since Market Pathways must at all times rely upon the accuracy and
completeness of information supplied to it by the Client's officers, directors,
agents, and employees, the Client agrees to indemnify, hold harmless, and
defend, Market Pathways, its officers, agents, employees at the Client's
expense, in any proceeding or suit which may arise out of and/or due to any
inaccuracy or incompleteness of such material supplied by the Client to Market
Pathways.
VII. - GRANT OF LICENSE
A. Market Pathways hereby grants a license to the Client, through the
duration of this Agreement, to use Market Pathways' exclusive system, lists,
manuals, and trademarked and copyrighted materials. Due to the unique and
proprietary nature of these systems and materials, Market Pathways will revoke
this license upon termination of this Agreement for any reason, and all such
materials and lists must be returned to Market Pathways immediately thereafter,
and their use by the Client discontinued.
B. Market Pathways agrees that all information disclosed to it about
the Client's products, processes and services are the sole property of the
Client and it will not assert any rights to any confidential or proprietary
information or material, nor will it directly or indirectly, except as required
in the conduct of its duties under the Agreement, disseminate or disclose any
such confidential information.
C. Upon termination of this Agreement, Market Pathways will return to
the Client all documents, records, notebooks and similar items of or containing
confidential information then in its possession, including copies thereof,
whether prepared by Market Pathways or others.
VIII. - REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served
personally to the Client's representative and Market Pathways' representative at
their respective place of business or by registered mail to the address of each
Party as first set forth herein above or may be transmitted by FAX.
IX. - ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in the County of Orange,
California, in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure and
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the prevailing Party shall be entitled to actual costs and actual attorney's
fees from arbitration or any other civil action. Judgment upon the award
rendered therein may be entered in any Court having jurisdiction thereof.
Jurisdiction for any legal action is stipulated between the Parties to lie in
the County of Orange, California.
X. - MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and
Market Pathways related to providing financial relations services. It supersedes
all prior or contemporaneous communications, representations or agreements,
whether oral or written, with respect to the subject matter hereof and has been
induced by no representations, statements or agreements other than those herein
expressed. No agreement hereafter made between the Parties shall be binding on
either Party unless reduced to writing and signed by an authorized officer of
the Party bound thereby.
This Agreement shall in all respects be interpreted and construed, and
the rights of the Parties hereto shall be governed, by the laws of the State of
California.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized officers.
Safety Components International Incorporated
By:
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Xxxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
Date: September 11, 0000
Xxxxxx Xxxxxxxx Financial Relations Incorporated
By:
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Xxxxxxx X. Xxxxxxx
President
Date: September 11, 1997
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