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FORM OF STOCK OPTION AGREEMENT BETWEEN
XXXXXX X. XXXXXX AND SPRINGS INDUSTRIES, INC.
February 25, 1998
Xx. Xxxxxx X. Elisha
____________________
____________________
RE: GRANT OF NON-QUALIFIED STOCK OPTION PURSUANT TO
SPRINGS INDUSTRIES, INC., 1991 INCENTIVE STOCK PLAN, AS AMENDED
EFFECTIVE NOVEMBER 1, 1996 (THE "PLAN")
Dear Xxxx:
This letter sets forth the agreement between you ("you" or "Optionee") and
Springs Industries, Inc., a South Carolina corporation (the "Company"),
regarding an option to acquire shares of the Company's Class A Common Stock (the
"Common Stock").
You are a valuable and trusted associate of the Company. In recognition of your
contribution to the Company, the Management Compensation and Organization
Committee of the Board of Directors (the "Committee") has determined to grant
you a Non-Qualified Stock Option to acquire a specified number of shares of
Common Stock pursuant to the Plan.
1. The Plan. The Plan, as amended from time to time, is hereby incorporated
herein and to the extent that anything herein is inconsistent with the Plan, the
terms of the Plan shall control. Capitalized terms shall have the same meaning
as provided in the Plan unless otherwise provided herein. A copy of the Plan is
available upon request in writing to the Corporate Secretary of the Company.
2. Grant of Option. The Company hereby grants to you the right, privilege and
option to purchase up to 50,000 shares of its Common Stock at the price of
$56-3/16 per share ("Exercise Price"), in the manner and subject to the
conditions hereinafter provided. Such option shall be a Non-Qualified Stock
Option, and the date of grant of the Option is February 12, 1998 (the "Effective
Date").
3. Time of Exercise of Option.
(a) Rate of Exercise. Except as otherwise provided in Section 3(b) herein
and subject to termination of the option as provided in Section 5 herein, you
may
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or unenforceable, the remaining terms and provisions hereof shall continue in
full force and effect. Any modification to this Agreement shall not be effective
unless the same shall be in writing and such writing shall be signed by
authorized representatives of both of the parties hereto.
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you herewith
(i) in the event of Optionee's death while employed or
retired or in the event Optionee's employment with the Company is terminated
by reason of Optionee's Disability prior to the first anniversary of the
Effective Date, the option granted herein shall be deemed to be fully vested
and may then be exercisable prior to the termination of the option as
specified in Section 5 below on or after August 12, 1998; or
(ii) in the event of Optionee's Retirement prior to the first
anniversary of the Effective Date, the option granted herein shall be deemed
to be fully vested and may then be exercisable prior to the termination of
the option as specified in Section 5 below on or after February 12, 1999.
(c) Partial Exercise. Subject to the other restrictions in the Plan and in
this Agreement, this option may be exercised for all or a part of the shares
with respect to which this option is exercisable under Sections 3(a) and 3(b).
4. Method of Exercise; Withholding. The option shall be exercised from time to
time by written notice directed to the Company specifying the number of shares
to be purchased and accompanied by payment of the Exercise Price multiplied by
the number of shares to be purchased ("Purchase Price") in accordance with the
Plan. Payment of the Purchase Price may be made by delivery of Common Stock not
then subject to any restrictions valued at its Fair Market Value on the day of
delivery. If any law or regulation requires the Company to take any action with
respect to the shares specified in any written notice delivered by you before
the issuance thereof, then the date of delivery of such shares shall be extended
for the period necessary to take such action. Upon receipt of your written
notice of exercise, the Committee may elect to settle all or a portion of the
option by paying you an amount, in cash or Common Stock, equal to the excess of
the Fair Market Value (determined on the date the notice of exercise is received
by the Company) of the Common Stock over the Exercise Price. As provided in the
Plan, the Company shall have the right to require you to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for Common
Stock. You may also elect to have the Company withhold shares of Common Stock to
satisfy such withholding obligations pursuant to the procedures set forth in the
Plan.
5. Termination of Option. Except as herein otherwise stated, the option, to the
extent not theretofore exercised, shall terminate in accordance with the Plan
and upon the first to occur of the following events:
(a) the tenth anniversary of the date of grant of this option;
(b) the expiration of three (3) years following the date of Optionee's death
while employed or retired;
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exercise the option granted herein only on or after the first anniversary of the
Effective Date.
(b) Vesting Upon Disability, Death or Retirement. Subject to termination of
the option as provided in Section 5 herein:
(c) the expiration of three (3) years after the date on which Optionee's
employment by the Company is terminated by reason of Optionee's Disability; or,
in case of the death of Optionee during the last year of such three (3) year
period, the expiration of twelve (12) months following the date of death; or
(d) ninety (90) days following the termination of Optionee's employment
with the Company (except if such termination is by reason of Death, Retirement,
or Disability); or, in case of the death of Optionee during such ninety (90) day
period, the expiration of twelve (12) months following the date of death.
You shall be deemed to be employed by the Company if employed by the
Company or any Subsidiary.
6. Exercise upon Termination. Upon termination of employment, you (or your
executors or administrators in the case of death) shall be permitted to exercise
the option until its termination pursuant to Section 5 to the extent exercisable
at the time of termination of employment.
7. Adjustment of Options. The number of shares for which this option has been
granted may be adjusted or the option may be amended or terminated in certain
circumstances in accordance with the provisions of the Plan.
8. Rights Prior to Exercise of Option. This option is not transferable by you,
except by will or the laws of descent and distribution in the event of death as
provided herein, and during Optionee's lifetime shall be exercisable only by
Optionee. This option shall confer no rights to the holder hereof to act as a
shareholder with respect to any of the shares of Common Stock subject to the
option until payment of the option price and delivery of a certificate has been
made.
9. No Employment Rights. This Agreement shall not confer upon you any right
with respect to the continuance of employment by the Company, nor shall it
interfere in any way with the right of the Company to terminate such employment.
10. Restrictions on Issuance of Shares. The issuance of shares of Common Stock
pursuant to this option is subject to the condition that if at any time the
Committee, in its discretion, determines that the listing, registration or
qualification of the Common Stock upon any securities exchange or under any
state or federal law is necessary or desirable as a condition of or in
connection with the granting of this option or the purchase or delivery of the
Common Stock, the delivery of shares may be withheld unless and until such
listing, registration or qualification is effected.
11. Optionee's Representations and Warranties. By execution of this Agreement,
you represent and warrant to the Company as follows:
(a) You are accepting this option solely for your own account for investment
and not with a view to or for sale or distribution of the option or any portion
thereof and
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purchase or delivery of the Common Stock, the delivery of shares may be
withheld unless and until such listing, registration or qualification is
effected.
11. Optionee's Representations and Warranties. By execution of this Agreement,
you represent and warrant to the Company as follows:
(a) You are accepting this option solely for our own account for investment
and not with a view to or for sale or distribution of the option or any portion
thereof and not with any present intention of selling, offering to sell, or
otherwise disposing of or distributing the option or any portion thereof. The
entire legal and beneficial interest of the option herein accepted is for and
will be held for your account only and neither in whole or in part for any
other person.
(b) You reside at the following address:
___________________
___________________
(c) You are familiar with the Company and its plans, operations and
financial condition. Prior to the acceptance of this option, you have received
all information as you deem necessary and appropriate to enable an evaluation of
the financial risk inherent in accepting the option and have reviewed
satisfactory and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect thereof.
12. Binding Effect. This Agreement shall be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and assigns and
shall inure to the benefit of the parties hereto and their respective heirs,
executors, administrators and permitted successors and assigns.
13. Notices. All notices and other communications under this agreement shall be
in writing and shall be deemed to have been duly given on the date of delivery
if delivered personally or when received if mailed to the party to whom notice
is to be given, by certified mail, return receipt requested postage prepaid, to
the following address, or any other address specified by notice duly given.
To Optionee as follows: Xx. Xxxxxx X. Xxxxxx
____________________
____________________
To Company as follows: Springs Industries, Inc.
Attention: Office of the Corporate Secretary
P. O. Xxx 00
Xxxx Xxxx, XX 00000
14. Miscellaneous. This Agreement shall be governed by and construed under the
laws of the State of South Carolina. If any term or provision hereof shall be
held invalid
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or unenforceable, the remaining terms and provisions hereof shall continue in
full force and effect. Any modification to this Agreement shall not be effective
unless the same shall be in writing and such writing shall be signed by
authorized representative of both of the parties hereto.
Please signify your acceptance of the option and your agreement to be bound by
the terms hereof by promptly signing one of the two original letters provided to
you herewith and returning the same to the Senior Vice President-General Counsel
and Secretary of the Company. Thank you for your good work and service. The
Company looks forward to a long and mutually beneficial relationship.
Very truly yours,
SPRINGS INDUSTRIES, INC.
By: /s/ X. Xxxxxx Xxxxxxx
---------------------------------
X. Xxxxxx Xxxxxxx
Title: Senior Vice President-General
Counsel & Secretary
ACCEPTED AND AGREED on the 25th day
of February, 1998.
OPTIONEE:
/s/ Xxxxxx X. Elisha
----------------------------------(Seal)
Xxxxxx X. Xxxxxx
