Exhibit 10.3
INTERNATIONAL TEXTILE GROUP,
INC.
(f/k/a Safety Components
International, Inc.)
STOCK OPTION PLAN
FOR NON-EMPLOYEE
DIRECTORS
As Amended and Restated
Effective
11:59 p.m., Eastern Time,
October 20, 2006
1. Purpose . The
purpose of this Amended and Restated International Textile Group,
Inc. Stock Option Plan for Non-Employee Directors (the
“Plan”) is to assist International Textile Group, Inc.,
a Delaware corporation which was formerly known as Safety
Components International, Inc., and its direct and indirect
subsidiaries (including, without limitation, ITG Holdings, Inc.,
which was formerly known as International Textile Group, Inc.) in
attracting, retaining, and rewarding high-quality business
professionals to serve as members of its and its
subsidiaries’ Board of Directors, by enabling these persons
to acquire or increase a proprietary interest in the
Company.
2. Definitions . For
purposes of the Plan, the following terms shall be defined as set
forth below, in addition to such terms defined in Section 1
hereof
(a) “Award” means an
award of Options granted under the Plan.
(b) “Beneficiary” means
the person, persons, trust or trusts who or which have been
designated by a Participant in his or her most recent written
beneficiary designation filed with the Company or its subsidiary
(including ITG Holdings, Inc.) to which Options are transferred if
and to the extent permitted under Section 7(c) hereof. If,
upon a Participant’s death, there is no designated
Beneficiary or surviving designated Beneficiary, then the term
Beneficiary means the person, persons, trust or trusts entitled by
will or the laws of descent and distribution to receive such
Options.
(c) “Board” means the
Board of Directors of the Company.
(d) “Code” means the
Internal Revenue Code of 1986, as amended from time to time,
including regulations thereunder and successor provisions and
regulations thereto.
(e) “Committee” means
the Compensation Committee of the Board, or its
delegate.
(f) “Common Stock”
means, prior to 11:59 p.m., Eastern Time, on October 20, 2006,
the common stock ITG Holdings, Inc. f/k/a International Textile
Group, Inc. and, following such time, the Common Stock of the
Company, and such other securities as may be substituted (or
resubstituted) for Common Stock pursuant to Section 8(e)
hereof.
(g) “Company” means,
prior to 11:59 p.m., Eastern Time, on October 20, 2006, ITG
Holdings, Inc., which was formerly known as International Textile
Group, Inc., and, following such time, International Textile Group,
Inc., which was formerly known as Safety Components International,
Inc.
(h) “Effective Date”
means August 23, 2005.
(i) “Eligible Director”
means each member of the Company’s Board or the Board of
Directors of any of its subsidiaries (including, without
limitation, ITG Holdings, Inc.). Eligible Directors also include
members of the Board of Directors of International Textile
Holdings, Inc., so long as it is the majority owner of the
Company’s capital stock, who are not an employees of the
Company, its subsidiaries or its affiliates or of a WLR
Affiliate.
(j) “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time,
including rules thereunder and successor provisions and rules
thereto.
(k) “Executive Officer”
means an executive officer of the Company as defined under the
Exchange Act.
(l) “Fair Market Value”
means the fair market value of Common Stock as determined by the
Committee in good faith and in accordance with any relevant
statutes, regulations or other applicable governmental
guidance.
(m) “Option” means a
right, granted to a Participant under Section 6 hereof, to
purchase Common Stock at a specified price during specified time
periods.
(n) “Participant” means
an Eligible Director who has been granted an Award under the Plan
that remains outstanding, including a person who is no longer an
Eligible Director.
(o) “WLR Affiliate”
means any Person which is controlled by WL Ross & Co. LLC
(“WLR”) or any fund managed by WLR or in which WLR or
any fund managed by WLR directly or indirectly owns fifteen percent
(15%) or more of the outstanding equity interests of such
Person, other than the Company and any of the Company’s
subsidiaries or any Person in which the Company directly or
indirectly owns fifteen percent (15%) or more of the
outstanding equity interests.
3. Administration
.
(a) Authority of the
Committee . The Plan shall be administered by the Committee.
The Committee shall have full and final authority, in each case
subject to and consistent with the provisions of the Plan, to:
interpret the provisions of the Plan; select Eligible Directors to
become Participants; make Awards; determine the number and other
terms and conditions of, and all other matters relating to, Awards;
prescribe Award agreements (which need not be identical for each
Participant); adopt, amend and rescind rules and regulations for
the administration of the Plan; construe and interpret the Plan and
Award agreements and correct defects, supply omissions or reconcile
inconsistencies therein; and make all other decisions and
determinations as the Committee may deem necessary or advisable for
the administration of the Plan. Except as otherwise determined by
the Board, unless the context otherwise requires, all actions and
determinations that the Plan contemplates that the Board may take
may be taken by the Committee in its stead.
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(b) Manner of Exercise of
Committee Authority . Any action of the Committee shall be
final, conclusive and binding on all persons, including the
Company, its subsidiaries, Participants, Beneficiaries, transferees
under Section 7(c) hereof or other persons claiming rights
from or through a Participant, and shareholders. The Committee
shall exercise its authority only by a majority vote of its members
at a meeting or without a meeting by a writing signed by a majority
of its members. The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not
be construed as limiting any power or authority of the Committee.
The Committee may delegate to officers or managers of the Company
or any subsidiary, or committees thereof, the authority, subject to
such terms as the Committee shall determine, to perform
administrative functions to the extent permitted under applicable
law. The Committee may appoint agents to assist it in administering
the Plan.
(c) Limitation of Liability .
The Committee and each member thereof shall be entitled, in good
faith, to rely or act upon any report or other information
furnished to it, him or her by any Executive Officer, other officer
or employee of the Company or a subsidiary, the Company’s
independent auditors, consultants or any other agents assisting in
the administration of the Plan. Members of the Committee and any
officer or employee of the Company or a subsidiary acting at the
direction or on behalf of the Committee shall not be personally
liable for any action or determination taken or made in good faith
with respect to the Plan, and shall, to the extent permitted by
law, be fully indemnified and protected by the Company with respect
to any such action or determination.
(d) No Further Awards Under
Plan. Notwithstanding anything in the Plan to the contrary, no
Awards shall be made under this Plan after 11:59 p.m., Eastern
Time, on October 20, 2006.
4. Stock Subject to
Plan .
(a) Overall Number of Shares
Available for Delivery . Subject to adjustment as provided in
Section 7(d) hereof, the total number of shares of Common
Stock reserved and available for delivery in connection with Awards
under the Plan shall be 34,000. Any shares of Common Stock
deli
