Exhibit 10.13
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into by and between
Safety Components International, Inc., a Delaware corporation (the "Company"),
and Xxxx X. Xxxxx ("Employee") and is dated as of the 28th day of March, 1999.
W I T N E S S E T H:
WHEREAS, the Company desires to employ Employee as the President and Chief
Operating Officer of the Company, and Employee desires to be employed by the
Company, upon the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which is hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby employs Employee and Employee hereby
accepts employment with the Company commencing as of March 29, 1999 (the
"Effective Date"), for the Term (as defined below) in the position and with the
duties and responsibilities set forth in Section 3 below, and upon the other
terms and subject to the conditions hereinafter stated.
2. Term. The term of this Agreement shall commence on the Effective Date
and shall continue until the earlier of (a) the third (3rd) anniversary of the
Effective Date and (b) the earlier termination of Employee pursuant to Section 7
of this Agreement (the "Term"), subject to the terms and conditions of this
Agreement.
3. Position, Duties, Responsibilities and Services.
3.1 Position, Duties and Responsibilities. During the Term, Employee
shall serve as the President and Chief Operating Officer of the Company and
shall be responsible for the duties attendant to such offices, which duties
will be generally consistent with his position as an executive officer of
the Company, and such other managerial duties and responsibilities with the
Company, its subsidiaries or divisions as may be assigned by the Chief
Executive Officer of the Company. Additionally, the Company will nominate
and recommend Employee for election to the Board of Directors of the
Company (the "Board") for each fiscal year during the Term. Employee shall
be subject to the supervision and control of the Chief Executive Officer
and the provisions of the By-Laws of the Company. Employee shall be based
in either Costa Mesa or Carlsbad, California.
3.2 Services to be Provided. During the Term, Employee shall (i)
devote his full working time, attention and energies to the affairs of the
Company and its subsidiaries and
divisions, (ii) use his best efforts to promote its and their best
interests, (iii) faithfully and diligently perform his duties and
responsibilities hereunder, and (iv) comply with and be bound by the
Company's operational policies, procedures and practices as are from time
to time in effect during the Term. Employee acknowledges that his duties
and responsibilities will require his full-time business efforts and agrees
during his employment by the Company that he will not engage in any other
business activity or have any business pursuits or interests, except
activities or pursuits which the Board has determined, in its reasonable
judgment, after notice by the Employee, do not conflict with the business
of the Company and its affiliates or interfere with the performance by
Employee of his duties hereunder. This Agreement shall not be construed as
preventing Employee from serving as an outside director of any other
company or from investing his assets in such form or manner as will not
require a material amount of his time, in each case subject to the
non-competition obligations contained in Section 9 below as such
obligations are interpreted by the Board.
4. Compensation.
4.1 Base Salary. Employee shall be paid a base salary ("Base Salary")
at an annual rate of three hundred thousand dollars ($300,000) per year,
payable at such intervals as the other executive officers of the Company
are paid, but in any event at least on a monthly basis. The Base Salary for
each fiscal year during the Term shall be reviewed by the Compensation
Committee of the Board (the "Committee") prior to the commencement of such
fiscal year, with such reviews to commence for the fiscal year ending March
2001 (the "2001 Fiscal Year"), and shall be subject to increase in the sole
discretion of the Committee, taking into account merit, corporate and
individual performance and general business conditions, including changes
in the cost of living index. Such increase shall be effective on April 1 of
each year during the Term commencing in 2000.
4.2 Bonus Compensation. Employee's bonus compensation ("Bonus
Compensation") for the Company's fiscal year ended March 2000 (the "2000
Fiscal Year") shall be governed as follows: (i) if the Company achieves 90%
of the net income set forth in the approved business plan of the Company
for the 2000 Fiscal Year, Employee will receive Bonus Compensation equal to
20% of Employee's Base Salary for the 2000 Fiscal Year; and (ii) for each
1% of net income (over 90%) set forth in the approved business plan of the
Company for the 2000 Fiscal Year, Employee will receive Bonus Compensation
(in addition to the Bonus Compensation set forth in (i) above) equal to 2%
of Employee's Base Salary for the 2000 Fiscal Year. Employee shall also be
entitled to Bonus Compensation as set forth in the next succeeding sentence
commencing with the 2001 Fiscal Year. Employee shall be entitled to Bonus
Compensation for the fiscal years of the Term pursuant to the terms of the
Senior Management Incentive Plan of the Company (the "SMIP Plan") or in
accordance with a formula to be established by the Committee in advance of
each such fiscal year. All issues of interpretation in connection with the
calculation of the Bonus Compensation of Employee shall be resolved by the
Committee in its reasonable discretion. The Company shall pay the Bonus
Compensation to Employee for each fiscal year of the Term within (30) days
of the completion by the Company's certified public accountants of their
audit of the Company's financial
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statements for each such fiscal year or, if the employment of Employee
shall have been terminated for any reason prior to such date, in accordance
with Section 7 below.
4.3 Stock Options; SARs.
(a) Subject to Section 4.3(d) hereof, the Company hereby agrees
to cause the issuance to Employee of stock options ("Stock Options")
to purchase 100,000 shares of common stock, $.01 par value, of the
Company ("Common Stock") on the date of this Agreement. The Company
also hereby agrees to cause the award to Employee of stock
appreciation rights ("SARs") relating to 40,000 shares of Common
Stock, effective on the first day of the 2000 Fiscal Year. Grants of
Stock Options and SARs to Employee shall be considered by the
Committee on or before April 1 of each year during the Term, with such
reviews to commence in 2000, and shall be subject to grant in the sole
discretion of the Committee, taking into account merit, corporate and
individual performance and general business conditions. All such Stock
Options shall be issued pursuant to, and in accordance with, the
Company's 1994 Stock Option Plan, as amended (the "Stock Option
Plan"), and all SARs shall be awarded pursuant to, and in accordance
with, the Company's Stock Appreciation Rights Award Plan (the "SAR
Plan") .
(b) Each Stock Option shall be exercisable at a price equal to
the Fair Market Value (as defined in the Stock Option Plan) of the
Common Stock on the date of issuance of such Stock Option (or if such
date is not a business day, then such option shall be exercisable at a
price equal to the Fair Market Value on the next business day
following such date) in accordance with the terms of the Stock Option
Plan and shall vest over a three-year period from the date of grant at
a rate of 33_% per year, commencing with the first anniversary of the
date of grant. Employee's vested Stock Options shall be exercisable
for a period of ten years from the date of issuance. Subject to
Section 4.3(d) hereof, upon the termination of this Agreement other
than in accordance with Section 7.3, any unvested Stock Options shall
immediately vest, and Employee shall have until the earlier to occur
of (i) the 90th day from the date of the termination of this Agreement
and (ii) the expiration of the Stock Options in accordance with their
terms and with the Stock Option Plan to exercise any vested Stock
Options. Upon the termination of this Agreement in accordance with
Section 7.3, any unvested Stock Options shall lapse, and Employee
shall not have any right to exercise any vested Stock Options.
(c) Each SAR shall be exercisable at a price equal to the Fair
Market Value (as defined in the SAR Plan) of the Common Stock on the
date of issuance of such SAR (or if such date is not a business day,
then such option shall be exercisable at a price equal to the Fair
Market Value on the next business day following such date) in
accordance with the terms of the SAR Plan. Employee's SARs shall have
a term of three years from the date of issuance. Subject to Section
4.3(d) hereof and notwithstanding any provisions in the SAR Plan, upon
the termination of this Agreement other than in accordance with
Section 7.3, Employee shall have until the expiration of the SARs in
accordance with their terms and with the SAR Plan to
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exercise any SARs granted hereunder. Upon the termination of this
Agreement in accordance with Section 7.3, Employee shall not have any
right to exercise any SARs granted hereunder.
(d) Promptly after the date of this Agreement, the Board of
Directors of the Company shall approve amendments to the Stock Option
Plan and the SAR Plan in order that the grants and awards described in
this Section 4.3 may be made and shall cause the Company to hold a
stockholder meeting in order to approve, and shall recommend approval
of, such amendments. The grants and awards described in this Section
4.3 shall be made subject to stockholder approval of such amendments.
5. Employee Benefits.
5.1 Benefit Programs. During the Term, Employee shall be entitled to
participate in and receive benefits generally made available now or
hereafter to executive officers of the Company under all benefit programs,
arrangements or perquisites of the Company including, but not limited to,
pension and other retirement plans, hospitalization, surgical, dental and
major medical coverage and short and long term disability.
5.2 Vacation. During the Term, Employee shall be entitled to four (4)
weeks vacation with pay in any one calendar year (pro-rated as necessary
for partial calendar years during the Term); provided, however, that the
vacation days taken do not interfere with the operations of the Company.
Such vacation may be taken, in Employee's discretion, at such time or times
as are not inconsistent with the reasonable business needs of the Company.
Except as expressly provided elsewhere in this Agreement, Employee shall
not be entitled to any additional compensation in the event that Employee,
for whatever reason, fails to take such vacation during any year of his
employment hereunder. Employee shall also be entitled to all paid holidays
given by the Company to its executive officers.
5.3 Supplemental Medical Insurance. Subject to the availability on
commercially reasonable terms, during the Term, the Company shall maintain
in effect and pay the premiums for a supplemental medical insurance policy
(separate from any medical insurance policies referenced in Section 5.1
hereof) providing for reimbursement for most uncovered expenses up to
$5,000 per diagnosis per year.
5.4 Car Allowance. During the Term, the Company shall pay Employee, on
the first day of each month, a monthly automobile allowance of $1,200 per
month to pay for the costs associated with Employee's local transportation
expenses.
5.5 Country Club Expenses. During the Term, the Company shall
reimburse Employee, on the first day of each month, for his country club
fees in an amount not to exceed $360 per month. The Company shall also pay
on behalf of Employee for country club initiation fees in an amount not to
exceed $25,000.
5.6 Relocation Expenses. The Company shall reimburse Employee for his
relocation expenses in accordance with the Company's relocation policy
annexed to this Agreement as Exhibit A (including up to two points on
Employee's new home mortgage). In addition, the Company shall pay Employee,
on the Effective Date, an allowance of one month's Base Salary to pay for
the costs associated with Employee's relocation expenses.
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5.7 Life Insurance. During the Term, the Company shall reimburse
Employee, upon presentation of appropriate vouchers or receipts, for
premiums paid by Employee to maintain in effect a term life insurance
policy covering Employee in an amount equal to seven hundred seventy
thousand dollars ($770,000), the beneficiary of which shall be designated
by Employee; provided, however, that the amounts to be reimbursed by the
Company under this Section 5.7 shall not exceed seven thousand five hundred
dollars ($7,500) per annum.
6. Expenses. During the Term, the Company shall reimburse Employee upon
presentation of appropriate vouchers or receipts and in accordance with the
Company's expense reimbursement policies for executive officers, for all
reasonable travel and entertainment expenses (other than automobile expenses)
incurred by Employee in connection with the performance of his duties under this
Agreement.
7. Consequences of Termination of Employment.
7.1 Death. In the event of the death of Employee prior to the third
(3rd) anniversary of the Effective Date (such third anniversary being
hereinafter referred to as the "Stated Term"), Employee's employment
hereunder shall be terminated as of the date of his death (unless
terminated prior to such date in accordance with Section 7.2, 7.3 or 7.4)
and Employee's designated beneficiary, or, in the absence of such
designation, the estate or other legal representative of Employee
(collectively, the "Estate") shall be paid, in addition to any life
insurance proceeds pursuant to Section 5.7 above, Employee's unpaid Base
Salary through the month in which the death occurs and any unpaid Bonus
Compensation which is set forth in this Agreement or thereafter approved by
the Company's Board (taking into account the recommendation of the
Company's Chief Executive Officer) for any fiscal year which has ended as
of the date of such termination or which was at least one half (1/2)
completed as of the date of death. In the case of such incomplete fiscal
year, the Bonus Compensation shall be pro-rated and all such Bonus
Compensation payable as a result of this Section 7.1 shall be otherwise
payable as set forth in Section 4.2 above. The Estate shall be entitled to
all other death benefits in accordance with the terms of the Company's
benefit programs and plans.
7.2 Disability. In the event Employee shall be unable to render the
services or perform his duties hereunder by reason of illness, injury or
incapacity (whether physical, mental, emotional or psychological) for a
period of either (i) ninety (90) consecutive days or (ii) one hundred
eighty (180) days in any consecutive three hundred sixty-five (365) day
period, the Company shall have the right to terminate this Agreement by
giving Employee ten (10) days' prior written notice. If Employee's
employment hereunder is so terminated, Employee shall be paid, in addition
to payments under any disability insurance policy in effect, Employee's
unpaid Base Salary through the month in which such termination occurs, plus
Bonus Compensation on the same basis as is set forth in Section 7.1 above.
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7.3 Termination of Employment of Employee by the Company for Cause.
Nothing herein shall prevent the Company from terminating Employee's
employment under this Agreement for Cause (as defined below). In the event
Employee is terminated for Cause, Employee shall be paid his unpaid Base
Salary (but no Bonus Compensation) through the month in which such
termination occurs. The term "Cause" as used herein, shall mean (i)
Employee's misappropriation of funds, embezzlement or fraud in the
performance of his duties hereunder, (ii) the continued failure or refusal
of Employee (following written notice thereof) to carry out in any material
respect any reasonable request of the Board for the provision of services
hereunder, (iii) the material breach of any material provision of this
Agreement by Employee, (iv) Employee's performance of his duties with gross
negligence, or (v) the entering of a plea of guilty or nolo contendere to,
or the conviction of Employee of, a felony or any other criminal act
involving moral turpitude, dishonesty, theft or unethical business conduct.
Termination of employment of Employee pursuant to this Section 7.3
shall be made by delivery to Employee of a letter from the Board generally
setting forth a description of the conduct which provides the basis for a
termination of employment of Employee for Cause; provided, however, that,
prior to the termination of this Agreement for a basis set forth in
Sections 7.3(ii) or 7.3(iii) above (which is capable of being cured),
Employee shall be given notice of the basis for termination by the Company
and a reasonable opportunity (not less than thirty (30) days) to cure such
breach.
7.4 Termination of Employment Other than for Cause, Death or
Disability.
(a) Termination. This Agreement may be terminated (i) by the
Company (in addition to termination pursuant to Sections 7.1, 7.2 or
7.3 above) at any time and for any reason, (ii) by Employee at any
time and for any reason or (iii) upon the expiration of the Stated
Term.
(b) Severance and Non-Competition Payments.
(1) If this Agreement is terminated by the Company,
including by reason of a Constructive Termination (as defined
below), other than as a result of death or disability of Employee
or for Cause (and other than in connection with a change in
control (as defined below) of the Company), the Company shall pay
Employee a severance and noncompetition payment equal to the Base
Salary for the remainder of the Stated Term earned by the
Employee in respect of the last year immediately preceding the
year of termination, multiplied by the number of year ends
remaining in the Stated Term; provided, however, that a
termination during the last twelve (12) months of the Stated Term
shall be governed by Subsection 7.4(b)(5) below. Such severance
and non-competition payment shall be payable in equal monthly
installments commencing on the first day of the month following
termination and shall continue for the remainder of the Stated
Term.
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(2) For purposes of this Agreement, a "change in control" of
the Company means and includes each of the following: (i) the
acquisition, in one or more transactions, of beneficial ownership
(within the meaning of Rule 13d-3 of the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended
(the "Rules and Regulations")) by any person or entity or any
group of persons or entities who constitute a group (within the
meaning of Section 13(d)(3) of the Rules and Regulations) (other
than Employee, a member of his immediate family, a trust or
similar estate planning vehicle established by Employee, or an
entity in which Employee owns, directly or indirectly, a majority
of the equity securities or voting rights), of any securities of
the Company such that, as a result of such acquisition, such
person, entity or group either (A) beneficially owns (within the
meaning of Rule 13d-3 of the Rules and Regulations), directly or
indirectly, more than 30% of the Company's outstanding voting
securities entitled to vote on a regular basis for a majority of
the members of the Board or (B) otherwise has the ability to
elect, directly or indirectly, a majority of the members of the
Board; (ii) a change in the composition of the Board such that a
majority of the members of the Board are not Continuing Directors
(as defined below); or (iii) the closing date of a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation which results in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least 51% of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; (iv) the
stockholders of the Company approve a plan of complete
liquidation of the Company; or (v) the closing date of the sale
or disposition by the Company (if consummated in more than one
transaction, the initial closing date) of all or substantially
all of the Company's assets, following shareholder approval of
such sale or disposition. For purposes of this Agreement, a
"Continuing Director" means members of the Board on the date of
this Agreement (including directors appointed from time to time
pursuant to the Brera Transaction (as defined below)) or persons
nominated for election or elected to the Board with the
affirmative vote of the continuing directors who were members of
the Board at the time of such nomination or election. In
addition, the convertible preferred stock transaction described
in the Investment Agreement between the Company and Brera Capital
Partners, LLC ("Brera") or any subsequent acquisition of
securities of the Company by Brera or its affiliates (the "Brera
Transaction"), through an acquisition, merger, consolidation or
otherwise, shall not be deemed to be a change in control.
(3) For purposes of this Agreement, a "Constructive
Termination" shall be deemed to have occurred upon (i) the
removal of Employee as the President and Chief Operating Officer
of the Company, (ii) any material diminution in the nature or
scope of the authorities, powers, functions, duties or
responsibilities attached to such positions or (iii) the material
breach by the Company of this Agreement if, in any such case,
Employee does not agree to such change and elects to terminate
his employment. A termination by reason of a Constructive
Termination shall be made by delivery by Employee of a letter to
the Board; provided, however, that, prior to the termination of
this Agreement for a basis set forth in this Subsection 7.4(b)(3)
(which is capable of being cured), the Board shall be given
notice of the basis for termination by Employee and a reasonable
opportunity (not less than thirty (30) days) to cure such breach.
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(4) In the event of a termination of employment by the
Company following a change in control of the Company (including
by reason of a Constructive Termination), the Company shall pay
the Employee a severance and non-competition payment equal to two
(2) times the sum of the Base Salary in respect of the year
immediately preceding the year of termination. Such severance and
non-competition payment shall be payable in a lump sum on the
first day of the month following the termination.
(5) If this Agreement is not renewed beyond the Stated Term
for at least one year on substantially similar terms by the
parties hereto or if this Agreement is terminated by the Company
(other than as a result of death or disability of Employee or for
Cause and other than in connection with a change in control),
including by reason of a Constructive Termination, in accordance
with this Section 7 during the last twelve (12) months of the
Stated Term, the Company shall pay Employee a severance and
noncompetition payment equal to the Base Salary in respect of the
year immediately preceding the year of termination. Such
severance and non-competition payment shall be payable in twelve
(12) equal monthly installments commencing on the first day of
the month following termination.
(6) If Employee terminates his employment voluntarily prior
to the expiration of the Stated Term, Employee shall be paid his
unpaid Base Salary (but no Bonus Compensation) through the month
in which the voluntary termination occurs.
(7) Employee shall not be required to mitigate the amount of
any severance and non-competition payment provided for under this
Agreement by seeking other employment or otherwise. To the extent
that Employee shall receive compensation, benefits or service
credit for any other employment following termination under this
Agreement, the payments to be made and the benefits to be
provided by the Company under this Agreement shall be
correspondingly reduced.
7.5 Additional Severance for Termination Prior to March 28, 2001. If
this Agreement is terminated by the Company for any reason other than for
Cause (including by reason of death or Disability of Employee or by reason
of a Constructive Termination) prior to March 28, 2001, in addition to any
other severance payments payable by the Company under this Section 7, the
Company shall pay to Employee (or his Estate, as applicable) a severance
and non-competition payment equal to $416.66 for each full month that
Employee provided services hereunder during the Term.
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8. Confidential Information.
8.1 Employee agrees not to use, disclose or make accessible to any
other person, firm, partnership, corporation or any other entity any
Confidential Information (as defined below) pertaining to the business of
the Company except (i) while employed by the Company, in the business of
and for the benefit of the Company or (ii) when required to do so by a
court of competent jurisdiction, by any governmental agency having
supervisory authority over the business of the Company, or by any
administrative body or legislative body (including a committee thereof)
with jurisdiction to order the Company to divulge, disclose or make
accessible such information. For purposes of this Agreement, "Confidential
Information" shall mean non-public information concerning the Company's
financial data, statistical data, strategic business plans, product
development (or other proprietary product data), customer and supplier
lists, customer and supplier information, information relating to
governmental relations, discoveries, practices, processes, methods, trade
secrets, marketing plans and other non-public, proprietary and confidential
information of the Company that, in any case, is not otherwise generally
available to the public and has not been disclosed by the Company to others
not subject to confidentiality agreements. In the event Employee's
employment is terminated hereunder for any reason, he immediately shall
return to the Company all Confidential Information in his possession.
8.2 Employee and the Company agree that the covenant regarding
confidential information contained in this Section 8 is a reasonable
covenant under the circumstances, and further agree that if, in the opinion
of any court of competent jurisdiction, such covenant is not reasonable in
any respect, such court shall have the right, power and authority to excise
or modify such provision or provisions of this covenant as to the court
shall appear not reasonable and to enforce the remainder of the covenant as
so amended. Employee agrees that any breach of the covenant contained in
this Section 8 would irreparably injure the Company. Accordingly, Employee
agrees that the Company, in addition to pursuing any other remedies it may
have in law or in equity, may obtain an injunction against Employee from
any court having jurisdiction over the matter, restraining any further
violation of this Section 8.
8.3 The provisions of this Section 8 shall extend for the Term and
shall survive the termination of this Agreement for the greater of (x) the
period in which severance and non-competition payments are made pursuant to
this Agreement or (y) two years from the date this Agreement is terminated.
9. Non-Competition; Non-Solicitation.
9.1 Employee agrees that, during the Non-Competition Period (as
defined in Section 9.4 below), without the prior written consent of the
Company: (i) he shall not, directly or indirectly, either as principal,
manager, agent, consultant, officer, director, greater than five percent
(5%) holder of any class or series of equity securities, partner, investor,
lender or employee or in any other capacity, carry on, be engaged in or
have any financial interest in or otherwise be connected with, any entity
which now, or at the time, has material operations which
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are engaged in any business activity competitive (directly or indirectly)
with the business of the Company including, for these purposes, any
business in which, at the termination of his employment, there was a bona
fide intention on the part of the Company which was communicated to
Employee to engage in the future; and (ii) he shall not, on behalf of any
competing entity, directly or indirectly, have any dealings or contact with
any suppliers or customers of the Company.
9.2 During the Non-Competition Period, Employee agrees that, without
the prior written consent of the Company (and other than on behalf of the
Company), Employee shall not, on his own behalf or on behalf of any person
or entity, directly or indirectly hire or solicit the employment of any
employee who has been employed by the Company at any time during the one
(1) year period immediately preceding such date of hiring or solicitation.
9.3 Employee and the Company agree that the covenants of
non-competition and non-solicitation contained in this Section 9 are
reasonable covenants under the circumstances, and further agree that if, in
the opinion of any court of competent jurisdiction such covenants are not
reasonable in any respect, such court shall have the right, power and
authority to excise or modify such provision or provisions of these
covenants as to the court shall appear not reasonable and to enforce the
remainder of these covenants as so amended. Employee agrees that any breach
of the covenants contained in this Section 9 would irreparably injure the
Company. Accordingly, Employee agrees that the Company, in addition to
pursuing any other remedies it may have in law or in equity, may obtain an
injunction against Employee from any court having jurisdiction over the
matter, restraining any further violation of this Section 9.
9.4 The provisions of this Section 9 shall extend for the Term and
survive the termination of the Agreement for the greater of (x) one year
from the date of such termination and (y) the period in which severance and
non-competition payments are made to Employee pursuant to this Agreement
(herein referred to as the "Non-Competition Period").
10. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered personally or sent
by facsimile transmission or overnight courier. Any such notice shall be deemed
given when so delivered personally or sent by facsimile transmission (provided
that a confirmation copy is sent by overnight courier) or one day after deposit
with an overnight courier, as follows:
To the Company: Safety Components International, Inc.
0000 Xxxxx Xxxxxxx Xxxx
Xxxx Xxx, Xxx Xxxxxx 00000
Telephone: 000-000-0000
Telecopy: 000-000-0000
Attention: Chief Executive Officer and to each
member of the Compensation Committee of the
Board of Directors
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To Employee: Xxxx X. Xxxxx
0000 Xxxxxx Xxxx
Xxxxxxxx, Xxxx 00000
Telephone:
Telecopy:
11. Entire Agreement. This Agreement, the SMIP Plan, the Stock Option Plan
and the SAR Plan contain the entire agreement between the parties hereto with
respect to the matters contemplated herein and supersede all prior agreements or
understandings among the parties related to such matters.
12. Binding Effect. Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns and upon Employee. "Successors and assigns" shall mean, in the case
of the Company, any successor pursuant to a merger, consolidation, or sale, or
other transfer of all or substantially all of the assets or capital stock of the
Company.
13. No Assignment. Except as contemplated by Section 12 above, this
Agreement shall not be assignable or otherwise transferable by either party.
14. Amendment or Modification; Waiver. No provision of this Agreement may
be amended or waived unless such amendment or waiver is authorized by the Board
and is agreed to in writing, signed by Employee and by a duly authorized officer
of the Company. Except as otherwise specifically provided in this Agreement, no
waiver by either party hereto of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar provision or condition at
the same or at any prior or subsequent time.
15. Fees and Expenses. If either party institutes any action or proceedings
to enforce any rights the party has under this Agreement, or for damages by
reason of any alleged breach of any provision of this Agreement, or for a
declaration of each party's rights or obligations hereunder or to set aside any
provision hereof, or for any other judicial remedy, the prevailing party shall
be entitled to reimbursement from the other party for its costs and expenses
incurred thereby, including but not limited to, reasonable attorneys' fees and
disbursements.
16. Governing Law. The validity, interpretation, construction, performance
and enforcement of this Agreement shall be governed by the internal laws of the
State of Delaware, without regard to its conflicts of law rules.
17. Titles. Titles to the Sections in this Agreement are intended solely
for convenience and no provision of this Agreement is to be construed by
reference to the title of any Section.
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18. Counterparts. This Agreement may be executed in one or more
counterparts, which together shall constitute one agreement. It shall not be
necessary for each party to sign each counterpart so long as each party has
signed at least one counterpart.
19. Severability. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms and
provisions of this Agreement in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: _____________________________
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
_____________________________________
Xxxx X. Xxxxx
13
