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 "MP") with is
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 MP 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:
ARTICLE I - SCOPE OF SERVICES
MP agrees to perform for the Client the financial services described as follows:
(a) MP 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:
(i) A SHAREHOLDER COMMUNICATION SYSTEM to keep existing shareholders
informed about the Clients activities and potential.
(ii) A FINANCIAL COMMUNITY SUPPORT SYSTEM to build a national network of
stockbrokers, analysts, and traders who are informed about and interested in the
Client.
(iii) AN INVESTOR LEAD GENERATION SYSTEM to develop leads for selected
stockbrokers and to assist them in their marketing of the Client's stock.
(iv) A MEDIA RELATIONS SYSTEM to increase corporate visibility through
informational press releases, placement of articles and copy consulting on
annual and quarterly report.
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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.
ARTICLE 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).]
ARTICLE 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.
ARTICLE IV - COMPENSATION
As full consideration for the performance of the basic (four-part) services
described above, the Client shall pay at the rate of $4,000 per month.
(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.
(i) Initial payment for the first months 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 are due on
the first day of each month.
(ii) 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.
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(b) OPTIONS: Common Stock Options (or Warrants) to purchase the Client's
common stock shall be granted to Market Pathways.
(i) 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 the 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.
(ii) 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
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.
ARTICLE 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 class 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.
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(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 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 a
nearly equivalent as may be practical to the adjustments provided herein.
ARTICLE 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
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.
ARTICLE 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.
ARTICLE 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.
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ARTICLE 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 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.
ARTICLE 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers.
Safety Components International Market Pathways Financial Relations
Incorporated Incorporated
By: ____________________________ By:____________________________
Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
Executive Vice President and President
Chief Financial Officer
Date:___________________________ Date:__________________________
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