STOCKHOLDER'S AGREEMENT
THIS STOCKHOLDER AGREEMENT (this "Agreement") is made this ____ day of
___________, 1999, by and between XXXXXX X. XXXXX ("Xxxxx") and BRERA SCI, LLC,
a Delaware limited liability company (the "Investor").
W I T N E S S E T H
WHEREAS, Safety Components International, Inc., a Delaware corporation (the
"Company"), and the Investor have entered into an Investment Agreement (the
"Investment Agreement"), pursuant to which the Investor has agreed to purchase,
in the aggregate, from the Company, and the Company has agreed to issue and sell
to the Investor, (i) 28,000 shares of the Company's Series A Convertible
Preferred Stock, par value $0.10 per share (the "Senior Preferred Stock"),
having the rights, preferences, privileges and restrictions set forth in the
form of Certificate of Designations of Series A Convertible Preferred Stock (the
"Senior Certificate of Designations"), initially convertible into shares of
common stock, $.01 par value per share (the "Common Stock"), and, under certain
circumstances, shares of the Company's Series B Junior Participating Preferred
Stock, par value $0.10 per share (the "Junior Preferred Stock," and together
with the Senior Preferred Stock, the "Preferred Stock"), having the rights,
preferences, privileges and restrictions set forth in the form of Certificate of
Designations of Series B Junior Participating Preferred Stock (the "Junior
Certificate of Designations,"and together with the Senior Certificate of
Designations, the "Certificates of Designations");
WHEREAS, Xxxxx is the Chief Executive Officer and a significant shareholder
of the Company;
WHEREAS, on the date hereof, Xxxxx and the Investor own the number of
shares of capital stock of the Company set forth on Schedule 1 hereto;
WHEREAS, as an inducement to completion of the transactions contemplated by
the Investment Agreement, Xxxxx and the Investor have agreed to vote the shares
of Stock owned by them pursuant to the provisions of this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the parties hereto,
intending to be legally bound hereby, agree with each other as follows:
1. Certain Defined Terms. Capitalized terms used in this Agreement have the
meanings set forth in this Section 1, are defined in the provisions of this
Agreement identified in this Section 1 or, if not defined in this Agreement,
have the meanings set forth in the Investment Agreement.
(a) "Board" shall mean the Board of Directors of the Company.
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(b) "Counterpart" shall mean a counterpart to this Agreement in the form of
Exhibit A hereto, pursuant to the execution of which a Person shall become bound
by all of the terms and conditions to this Agreement.
(c) "Designated Transferee" shall mean, with respect to Xxxxx (i) his
spouse, (ii) any of his lineal ancestors or descendants, (iii) spouses of such
lineal descendants, (iv) trusts for the benefit of any such spouse, lineal
descendant or spouse of a lineal descendant, or (v) organizations exempt from
federal income taxation under Section 501(c)(3) of the Internal Revenue Code of
1986, as amended. With respect to any Stockholder, the term "Designated
Transferee" shall also mean only any Affiliate (as defined in Section 12b-2
under the Exchange Act of 1934, as amended) of the Stockholder or the original
parties to this Agreement.
(d) "Exempt Transaction" shall mean (i) any Transfer of shares of Stock to
a Designated Transferee; (ii) any Transfer of shares of Stock to the public
pursuant to a registration; or (iii) any Transfer of shares of Stock to the
public pursuant to Rule 144 promulgated under the Securities Act of 1933, as
amended.
(e) "Investor Nominees" means (i) one (1) individual nominated by the
Investor as of the Closing Date, (ii) two (2) additional individuals nominated
by the Investor as of the date of Shareholder Approval, (iii) two (2) additional
individuals nominated by the Investor as of the Adjustment Date (as defined in
the Senior Certificate of Designations) and (iv) additional individuals
designated by the Investor in accordance with Section C of Article VIII of the
Senior Certificate of Designations or, in each case, their replacements
designated by the Investor.
(f) "Personal Representative" shall mean, in the event of Xxxxx'x death,
his designated beneficiary, or, in the absence of such designation, the estate
or other legal representative of Xxxxx and, in the event of Xxxxx'x disability,
a Person specifically designated by him, or, in the absence of such designation,
the guardian or other legal representative of Xxxxx.
(g) "Shares" shall mean and include all issued and outstanding shares of
Common Stock or Preferred Stock now owned or hereafter acquired by the
Stockholders.
(h) "Stock" shall mean and include (i) all shares of Common Stock and
Preferred Stock of the Company, including without limitation, shares of Common
Stock issued, issuable or transferable (A) on the exercise of rights to acquire
shares of Common Stock or (B) on the conversion or exchange or exercise of
securities convertible into or exchangeable or exercisable for Common Stock, and
(ii) all other securities of the Company which may be issued in exchange for or
in respect of shares of Common Stock or Preferred Stock (whether by way of stock
split, stock dividend, combination, reclassification, reorganization or any
other means).
(i) "Stockholder" shall mean Xxxxx, the Investor, a Designated Transferee
and any other Person who becomes a party to this Agreement pursuant to the terms
hereof.
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(j) "Transfer" shall mean any transfer of Stock, whether by sale,
assignment, gift, will, devise, bequest, operation of the laws of descent and
distribution, or in trust, pledge, hypothecation, mortgage, encumbrance or other
disposition. The verb to "Transfer" shall mean to sell, assign, give, transfer
(including by gift, will, devise, bequest, or operation of laws of descent and
distribution, or in trust), pledge, hypothecate, mortgage, encumber or dispose
of.
(k) "Xxxxx Nominees" means five (5) individuals nominated by Xxxxx (which
shall include Xxxxx), or their replacements designated by Xxxxx or his Personal
Representative. Initially, the Xxxxx Nominees shall be the members of the Board
immediately prior to the Closing (taking into account the resignation of Xxxxxxx
Xxxxxx) and Xxxx X. Xxxxx.
2. Designated Transferees to become Parties to this Agreement. If any
Stockholder Transfers its Stock to any Designated Transferee, such transferee
shall, as a condition to such Transfer, execute a Counterpart and thereafter the
transferee shall be treated as a Stockholder for all purposes under this
Agreement. A Designated Transferee of Xxxxx (other than the Investor) shall be
required to take the actions required to be taken by Xxxxx hereunder, and a
Designated Transferee of the Investor (other than Xxxxx) shall be required to
take the actions required to be taken by the Investor hereunder. In the event
that a Stockholder Transfers its Stock to a Person that is not a Designated
Transferee in accordance with this Agreement, such transferee (except in the
case of a transfer from Xxxxx to Investor or an Affiliate thereof) shall not be
subject to this Agreement or entitled to any of the benefits of this Agreement,
unless otherwise agreed to by the Investor and Xxxxx. A Transfer by Xxxxx of
Stock to a Designated Transferee shall not be subject to the provisions of
Section 3 hereof.
3. Standstill Agreement. Except in accordance with the provisions of this
Agreement, Xxxxx agrees, until the third anniversary of this Agreement, not to:
(i) sell, transfer, pledge, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to the sale,
transfer, pledge, assignment or other disposition of, any shares of Stock; or
(ii) deposit any shares of Stock into a voting trust, enter into a voting
agreement or otherwise grant any voting rights to any other person or entity
with respect to any such securities. None of (x) a Transfer by Xxxxx of Stock in
a registered public offering nor (y) sales under Rule 144 promulgated under the
Securities Act of 1933 or (z) a private placement not to exceed $2,000,000 in
the aggregate shall be subject to the provisions of Section 3 hereof. A Transfer
by Xxxxx in violation of this Section 3 shall be null and void.
4. Right of First Refusal.
(a) If at any time after the third anniversary of this Agreement Xxxxx
desires to Transfer all or a portion of his Stock pursuant to an arm's-length
offer from a bona fide third party other than a Designated Transferee (the
"Proposed Transferee"), Xxxxx shall submit a written offer (the "Offer") to sell
such shares of Stock (the "Offered Shares") to the Investor, on terms and
conditions, including price, not less favorable to the Investor than those on
which Xxxxx proposes to sell the Offered Shares to the Proposed Transferee. The
Offer shall disclose
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the identity of the Proposed Transferee, the number of Offered Shares proposed
to be sold, the terms and conditions, including price, of the proposed sale,
that the Proposed Transferee has been informed of the Right of First Refusal (as
defined below) provided for in this Section 4 and any other material facts
relating to the proposed sale.
(b) Subject to the provisions of this Section 4, the Investor shall have
the irrevocable right of first refusal ("Right of First Refusal") for a period
of twelve (12) days after its receipt of the Offer (the "Acceptance Period") to
purchase all (but not a portion) of the Offered Shares. The Investor may
exercise its Right of First Refusal to purchase the Offered Shares by notifying
Xxxxx in writing (the "Acceptance Notice") within the Acceptance Period of its
intention to purchase the Offered Shares, for the price and upon the terms and
conditions specified in the Offer. If the Investor declines to purchase all of
the Offered Shares or fails to deliver the Acceptance Notice within the
Acceptance Period (which failure shall be deemed conclusive of the Investor's
intent to decline the opportunity to purchase any Offered Shares), then all of
the Offered Shares may be sold by Xxxxx at any time within ninety (90) days
after the date the Offer was made. Any such sale shall be to the Proposed
Transferee, at not less than the price specified in the Offer, and upon other
terms and conditions, if any, not more favorable to the Proposed Transferee than
those specified in the Offer. Any Offered Shares not sold within such 90-day
period shall continue to be subject to the requirements of a prior offer
pursuant to this Section 4.
(c) A Transfer by Xxxxx of Stock pursuant to an Exempt Transaction shall
not be subject to the provisions of Section 4 hereof but shall be subject to the
provisions of Section 3 hereof (except as expressly stated therein).
5. Tag-Along Rights.
(a) If the Investor at any time proposes to Transfer any shares of Stock
(other than pursuant to an Exempt Transaction), the Investor shall afford Xxxxx
the right to participate in such Transfer in accordance with this Section 5.
(b) If the Investor desires to Transfer any shares of Stock, the Investor
shall give written notice to Xxxxx (a "Notice of Transfer") not less than 12 nor
more than 120 days prior to any proposed Transfer of any such shares of Stock.
Each such Notice of Transfer shall:
(i) specify in reasonable detail (A) the number and type of shares of Stock
which such the Investor proposes to Transfer, (B) the identity of the proposed
transferee or transferees of such shares of Stock, (C) the time within which,
the price per share at which and all other terms and conditions upon which such
the Investor proposes to transfer such shares of Stock and (D) the percentage of
the Stock then owned by the Investor which the Investor proposes to Transfer to
such proposed transferee or transferees (the "Applicable Percentage"),
calculated on a fully-diluted basis and shall be carried out to a tenth of a
share; and
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(ii) make explicit reference to this Section 5 and state that the
right of Xxxxx to participate in such Transfer under this Section 5 shall expire
unless such offer is accepted within 12 days after receipt of such Notice of
Transfer.
(c) Xxxxx shall have the right to Transfer to the proposed transferee or
transferees up to that number of shares of Stock then owned by Xxxxx which is
multiplied by the Applicable Percentage (calculated on a fully-diluted basis and
shall be carried out to a tenth of a share and then rounded to the nearest
share), at the same price per share and on the same terms and conditions as are
applicable to the proposed transfer by the Investor, provided that (i) the
consideration payable to Xxxxx shall be paid in the same form as that paid to
the Investor and (ii) Xxxxx shall not be required in connection with any such
transaction to make any representation, warranty or covenant other than a
representation as to Xxxxx'x power and authority to effect such Transfer, as to
Xxxxx'x title to the shares of Stock to be transferred by him and other than
such representations, warranties or covenants made by the Investor (to the
extent applicable to Xxxxx).
(d) Xxxxx must notify the Investor, within 12 days after receipt of the
Notice of Transfer, if Xxxxx desires to accept such offer and to Transfer any of
his shares of Stock in accordance with this Section 5. If Xxxxx declines to
provide such notice within such 12-day period, such failure shall be deemed
conclusive of Xxxxx'x intent to decline the opportunity to Transfer shares of
Stock. Any and all Transfers of shares by Xxxxx pursuant to this Section 5 shall
be made either concurrently with or prior to the Transfer of shares by the
Investor.
(e) A Transfer by Xxxxx of Stock pursuant to this Section 5 shall not be
subject to the provisions of Section 3 hereof. Xxxxx shall not have any rights
pursuant to this Section 5 to participate in any Exempt Transaction by the
Investor.
6. Put Rights.
(a) Xxxxx, at any time, shall have the right, but not the obligation, to
put to the Investor, a number of shares of Stock owned by Xxxxx not to exceed in
Aggregate Value (i) $2,000,000 less (ii) the gross proceeds of sales under
clause (x), (y) or (z) of Section 3. Xxxxx shall exercise such put by providing
a written notice (the "Put Notice") to the Investor at least twelve (12) days
before date of sale. The Investor shall then have the obligation to buy the
number of shares specified in the Put Notice at the Aggregate Value set forth in
the Put Notice. The Investor shall fulfill its obligations under this Section 6
on the date of sale set forth in the Put Notice; provided, however that Investor
shall have no such obligation at any time when the Value at the time of the Put
Notice is less than $3 per share of Stock. A Transfer by Xxxxx of Stock pursuant
to this Section 6 shall not be subject to the provisions of Section 3 hereof but
shall reduce the amount that can be sold under clause (y) of Section 3.
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(b) As used herein, "Value" means, with respect to a share of Stock, (A) if
the shares are listed or admitted for trading on any national securities
exchange or included in The Nasdaq National Market or Nasdaq SmallCap Market,
the last reported sales price per share as reported on such exchange or market;
(B) if the shares are not listed or admitted for trading on any national
securities exchange or included in The Nasdaq National Market or Nasdaq SmallCap
Market, the average of the last reported closing bid and asked quotation per
share for the shares as reported on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or a similar service if NASDAQ is
not reporting such information; (C) if the shares are not listed or admitted for
trading on any national securities exchange or included in The Nasdaq National
Market or Nasdaq SmallCap Market or quoted by NASDAQ, the average of the last
reported bid and asked quotation per share for the shares as quoted by a market
maker in the shares (or if there is more than one market maker, the bid and
asked quotation shall be obtained from two market makers and the average of the
lowest bid and highest asked quotation); and (D) in the absence of any such
listing or trading, the Board shall determine in good faith the per share fair
value of the Stock, which determination shall be set forth in a certificate of
the Secretary of the Corporation. In each case, the determination of Value shall
be based on the twenty (20) trading day average, ending on the day before the
day of the Put Notice. In no event shall the Value be in excess of $14 per share
of Stock. As used herein, "Aggregate Value" means Value multiplied by the number
of shares of Stock to be sold to the Investor pursuant to this Section 6.
(c) In the event that a sale takes place pursuant to this Section 6 prior
to the Adjustment Date (as defined in the Senior Certificate of Designations)
and such Value is greater than the conversion price fixed at the Adjustment
Date, Xxxxx shall either (x) Transfer to the Investor, within twelve (12) days
after the Adjustment Date, a number of shares of Stock (based on the Value at
the Adjustment Date) equal to the difference between (i) the Aggregate Value
with respect to the sale and (ii) the Aggregate Value where the Value is equal
to the Conversion Price fixed at the Adjustment Date or (y) deliver to the
Investor a note bearing interest at the rate of 8.0%, maturing on March 31, 2004
and requiring equal quarterly payments of principal and interest beginning on
the last day of the calendar quarter after the Adjustment Date. In the event
that a sale takes place pursuant to this Section 6 prior to the Adjustment Date
and such Value is less than the conversion price fixed at the Adjustment Date,
the Investor shall Transfer to Xxxxx, within twelve (12) days after the
Adjustment Date, a number of shares of Stock (based on the Value at the
Adjustment Date) equal to the difference between (i) the Aggregate Value where
the Value is equal to the Conversion Price fixed at the Adjustment Date and (ii)
the Aggregate Value with respect to the sale. A Transfer of Stock pursuant to
this Section 6(b) shall not be subject to the provisions of Sections 3, 4 or 5
hereof.
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7. Governance Provisions.
(a) From and after the date hereof, each Stockholder agrees to vote
(including by execution of a written consent or in any other manner permitted by
law and the Company's Certificate of Incorporation and/or the By-laws) all of
his or its Shares over which he or it has voting control, and will take all
other necessary or desirable actions within his or its control, and the Company
will take all necessary or desirable actions within its control, in order to
cause:
(i) as of the Closing Date, the amendment of the By-laws of the
Company as contemplated by the Investment Agreement, in the form annexed hereto
as Exhibit A (the "Amended By-laws");
(ii) as of the date of Shareholder Approval (as defined in the Amended
Bylaws), (A) the election to the Board of the Investor Nominees contemplated by
the Amended Bylaws and (B) the amendment of the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of the
Company's common stock from 10,000,000 to 30,000,000; and
(iii) as of each annual or special meeting held on or after the date
of Shareholder Approval (A) prior to the end of the Preferred Stock Period, (as
defined in the Amended By-laws) the election to the Board of the nominees for
election (including without limitation Preferred Stock Replacement Designees and
Corporation Replacement Designees, each as defined in the Amended By-laws)
presented to the Board or the Nominating Committee in accordance with the
Amended By-laws and (B) after the Preferred Stock Period but prior to the
termination of this Agreement, the election to the Board of an equal number of
nominees for election presented to the Board or the Nominating Committee by
Xxxxx and the Investor.
(b) Unless required for the due exercise of their fiduciary duties, the
Stockholders will not take any action to remove any Board representative
designated pursuant to this Section 7 without the prior written consent of the
Person who or which designated that director.
(c) Nothing contained in this Agreement shall have the effect of causing
any Xxxxx Nominee or Investor Nominee to be deemed to be the deputy of or
otherwise required to discharge his or her duties on the Board under the
direction of, or with special attention to the interests of, the person
designating such nominee to serve on the Board.
(d) Nothing in this Agreement is intended to affect the right, if any, of
holders of Preferred Stock, voting as a class, to elect additional directors to
the Board in the event of (i) six consecutive missed dividend payments, (ii) a
failure to redeem shares of Preferred Stock or (iii) a breach of the
Consolidated EBITDA (as defined in the Senior Certificate of Designations)
coverage ratio test, each as provided in the Senior Certificate of Designations.
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(e) From and after the termination of this Agreement, for so long as any
Stockholder owns at least 250,000 shares of Common Stock (or shares of Preferred
Stock convertible into Common Stock) of the Company, each Stockholder agrees to
vote (including by execution of a written consent or in any other manner
permitted by law and the Company's Certificate of Incorporation and/or the
By-laws) all of his or its Shares over which he or it has voting control, and
will take all other necessary or desirable actions within his or its control, in
order to cause the election to the Board of the nominees for election presented
to the Board or the Nominating Committee in accordance with the By-laws.
8. Further Agreements. Xxxxx agrees to contribute any patent rights, copyrights
and trademarks referenced in Section 3 of that certain Royalty Agreement, dated
November 9, 1998, between Valentec International Corporation and Xxxx Xxxxxxx,
to the Company or a wholly owned subsidiary thereof.
9. Specific Performance. Because of the unique character of the shares of Stock
and the agreements set forth herein, the Company will be irreparably damaged if
this Agreement is not specifically enforced. Should any dispute arise concerning
any provision of this Agreement, an injunction may be issued restraining any
action taken in contravention of this Agreement pending the determination of
such controversy. In the event of any controversy concerning any provision of
this Agreement, such right or obligation shall be enforceable in a court of
equity by a decree of specific performance. Such remedy shall be cumulative and
not exclusive, and shall be in addition to any other remedy which the Company or
the other Stockholders of the Company may have.
10. Termination. Except as provided in Sections 7(e) and 12 hereof, this
Agreement shall terminate on the first date on which (i) the Investor and its
Designated Transferees, in the aggregate, or (ii) Xxxxx and his Designated
Transferees, in the aggregate, no longer directly or indirectly Beneficially Own
at least 250,000 shares of Common Stock (or shares of Preferred Stock
convertible into Common Stock) of the Company; provided, however, that such
termination shall not be effective to the extent that Xxxxx or the Investor
falls below such ownership as a result of a Transfer in violation of this
Agreement.
11. Notices. Any notice or other communication under this Agreement shall be in
writing (including telecopier or facsimile or similar writing) and shall be
deemed to have been duly given (i) on the date of service if personally served,
(ii) on the first day after mailing if mailed to the party to whom notice is to
be given by overnight courier, or (iii) on the date sent if sent by telecopier,
to the parties at the following addresses or telecopier numbers (or at such
other address or telecopier number for a party as shall be specified by like
notice):
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If to Xxxxx, to:
Safety Components International, Inc.
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
With a copy to:
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
Telecopy No.: (000) 000-0000
If to the Investor, to
Brera SCI, LLC
c/o Brera Capital Partners LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Jun Tsusaka
Telecopy No.:
With a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
Telecopy No.: (000) 000-0000
12. Entire Agreement; Amendments. This Agreement supercedes that certain letter
agreement, dated February 14, 1999, among the parties hereto and this Agreement,
the Investment Agreement and the documents described therein or attached or
delivered pursuant thereto set forth the entire agreement among the parties
hereto with respect to the subject matter hereof. Neither this Agreement nor any
provision hereof may be amended, modified or supplemented in whole or in part at
any time except by an agreement in writing duly executed by the parties thereto.
No failure on the part of any party to exercise, and no delay in exercising, any
right shall operate as waiver thereof, nor shall any single or partial exercise
by any party of any right preclude any other or future exercise thereof of any
other right.
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13. Counterparts. This Agreement may be executed (including by facsimile) in two
or more counterparts, each of which shall be deemed to constitute an original,
but all of which together shall constitute one and the same instrument.
14. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware applicable to contracts made
and to be performed in that State without reference to its conflicts of laws
rules. The parties hereto agree that the appropriate and exclusive forum for any
disputes arising out of this Agreement solely among the Stockholders shall be
the United States District Court for the Southern District of New York, and the
parties hereto irrevocably consent to the exclusive jurisdiction of such courts,
and agree to comply with the requirements necessary to give such courts
jurisdiction. The parties hereto further agree that the parties will not bring
suit with respect to any disputes arising out of this agreement except as
expressly set forth below for the execution or enforcement of judgment, in any
jurisdiction other than the above specified courts. Each of the parties hereby
irrevocably consents to the service of process in any action or proceeding
hereunder by the mailing of copies by registered or certified airmail, postage
prepaid, to the address specified in Section 10 hereof. The foregoing shall not
limit the rights of any party hereto to serve process in any other manner
permitted by the law or to obtain execution of judgment in any other
jurisdiction. The parties further agree, to the extent permitted by law, that
final and unappealable judgment against any of them in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified copy of which shall be conclusive evidence of the fact and the amount
of indebtedness. The parties agree to waive any and all rights that they may
have to a jury trial with respect to disputes arising out of this Agreement.
15. Successors and Assigns. The provisions hereof shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and permitted
assigns. Except as set forth in this Agreement, neither this Agreement nor any
rights hereunder shall be assignable by operation of law or otherwise by any
party hereto without the prior written consent of the other parties hereto.
16. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended or shall confer upon any other Person
any legal or equitable right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement, except that the provisions of Section 7 shall
inure to the benefit of and be enforceable by the Investor Nominees.
17. Severability. If any provision of this Agreement is held illegal, invalid,
or unenforceable, such illegality, invalidity, or unenforceability will not
affect any other provision hereof. This Agreement shall, in such circumstances,
be deemed modified to the extent necessary to render enforceable the provisions
hereof.
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18. Attorney's Fees. In the event of litigation of any dispute or controversy
arising from, in, under or concerning this Agreement or any amendment hereof,
including, without limiting the generality of the foregoing, any claimed breach
hereof or thereof, the prevailing party in such action shall be entitled to
recover from the other party in such action, such sum as the court shall fix as
reasonable attorney's fees incurred by such prevailing party.
IN WITNESS WHEREOF, the parties have executed this Stockholder
Agreement under seal on the date first above written.
BRERA SCI, LLC
By: ___________________________
Title:
_______________________________
Xxxxxx X. Xxxxx
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Exhibit A
TO
STOCKHOLDER AGREEMENT
COUNTERPART
THIS INSTRUMENT forms part of the Stockholder Agreement (the "Agreement")
made as of the __ day of ________, 1999, by and between XXXXXX X. XXXXX
("Xxxxx") and BRERA SCI, LLC, a Delaware limited liability company (the
"Investor"), and any additional Stockholders (as defined in the Agreement) of
Safety Components International, Inc., from time to time, which Agreement
permits execution (including by facsimile) by counterpart. The undersigned
hereby acknowledges having received a copy of the said Agreement (which is
annexed hereto as Schedule I) and having read the said Agreement in its
entirety, and for good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, hereby agrees that the terms and conditions of the
said Agreement shall be binding upon the undersigned as a Stockholder and as a
Designated Transferee (as defined in the Agreement) of __________________ and
such terms and conditions shall inure to the benefit of and be binding upon the
undersigned and its successors and permitted assigns.
IN WITNESS WHEREOF, the undersigned has executed this instrument this ____
day of ___________, 199 .
____________________________________
(SIGNATURE OF STOCKHOLDER)
____________________________________
(NAME IN BLOCK LETTERS)
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