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EXHIBIT 10
Springs Industries, Inc. Xxxxxx X. Xxxxxxx
Executive Offices Senior Vice President-
P.O. Box 70 Human Resources
Fort Mill, SC 29716
803/547-3756
(Date)
Name
Address
City/State/Zip
RE: GRANT OF NON-QUALIFIED STOCK OPTION PURSUANT TO
SPRINGS INDUSTRIES, INC., 1999 INCENTIVE STOCK PLAN
Dear ________:
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 being provided to you.
2. Grant of Option. The Company hereby grants to you the right,
privilege and option to purchase up to (number of stock options) shares of its
Common Stock at the price of $______ 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
________________ (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 exercise the option granted herein only on or after the third
anniversary of the Effective Date.
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(b) Vesting Upon Disability, Death or Retirement. Subject to
termination of the option as provided in Section 5 herein, 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 or
Retirement prior to the third 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 the later of ______________, or the date on which the option is deemed to
be fully vested.
(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 which the Optionee has held for at least six (6) months and
which is not then subject to any restrictions. Such Common Stock shall be
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;
(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 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.
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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 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:
(Address)
(City/State/Zip)
(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.
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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: (Name)
(Address)
(City/State/Zip)
To Company as follows: Springs Industries, Inc.
Attention: Office of the Corporate Secretary
P. O. Box 70
Fort Mill, SC 29716
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 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 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:
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Xxxxxx X. Xxxxxxx
Title: Sr. Vice President-Human Resources
ACCEPTED AND AGREED the _____ day
of ______________, ____.
OPTIONEE:
(Seal)
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(Name)
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