<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1994
Registration No. 33 - 46260
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________
S P R I N G S I N D U S T R I E S, I N C.
(Exact name of registrant as specified in its charter)
South Carolina 57-8252730
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
205 North White Street
Fort Mill, South Carolina 29715
(Address of Principal Executive Offices and Zip Code)
SPRINGS INDUSTRIES, INC.
1991 INCENTIVE STOCK PLAN
(FULL TITLE OF THE PLAN)
C. Powers Dorsett
Vice President, General Counsel and Secretary
Springs Industries, Inc.
205 North White Street
Fort Mill, South Carolina 29715
(Name and address of agent for service)
(803) 547-3768
(Telephone number, including area code, of agent of service)
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price
________________________________________________________________________________
Common Stock 850,000 shares $38.00 $32,300,000 $10,093.75
par value
$.25 per
share
________________________________________________________________________________
(1) Estimated, pursuant to Rules 457(c) and (h), solely for
calculation of the registration fee. The average of the high
and low prices per share of the Common Stock on March 2, 1992,
as reported by the New York Stock Exchange, was $38.00.
________________________________________________________________________________
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Springs Industries, Inc. (the "Company" or the "Registrant") hereby
incorporates herein by reference the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934 (the "1934 Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, filed on March 25, 1991 (File No. 1-5315);
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the 1934 Act,
including any amendment or report filed for the purpose of updating the
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold shall be deemed to be
incoporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Articles of Incorporation
In April 1989, the Company's Restated Articles of Incorporation were
amended to include a new Article 9 which limits the personal liability of the
Company's directors to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director unless and to the extent that such
elimination or limitation of personal liability is prohibited by the laws of
the State of South Carolina. Article 9 is designed to implement the personal
liability limitations authorized by Section 33-2-102(e) of the South Carolina
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Business Corporation Act (the "Act"), which permits South Carolina corporations
to include in their Articles of Incorporation a provision limiting directors'
liability for monetary damages for certain breaches of their fiduciary duties.
Under current South Carolina law Article 9 does not eliminate or limit
liability that a director may have to the Company or its shareholders in the
event that a judgment or other final adjudication establishes that: (i) the
director breached the duty of loyalty to the Company or its shareholders; (ii)
the director's acts or omissions were not in good faith, involved gross
negligence, intentional misconduct, or knowing violation of law; (iii) the
director authorized or received an unlawful distribution from the Company; or
(iv) the director derived an improper personal benefit.
Article 9 is intended to reduce the risk incident to serving as a
director by providing that, subject to the limitations described above,
directors would not have monetary liability to the Company or its shareholders
for breaches of their fiduciary duty of care. The primary purpose of Article 9
is to ensure that the Company be able to attract and retain individuals of the
highest quality and ability to serve as its directors and that such individuals
will feel free to continue to exercise their good faith business judgment in
the best interest of the Company and its shareholders without being unduly
constrained by concerns of personal liability. The adoption of Article 9 was
in response to conditions facing corporate directors generally, including the
high cost of, and difficulty in obtaining, director's liability insurance, and
was not a response to any litigation or threats of litigation involving the
Company's directors.
Bylaws
The Company's Bylaws provide that the Company shall indemnify each of
its directors, officers or employees, or any person who, at the request of the
Company, may have served as a director, officer or employee of another
corporation in which the Company owns shares or of which the Company is a
creditor, whether or not then in office or employed (and his executors,
administrators and heirs), against judgments incurred, expenses actually and
reasonably incurred, and/or amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to which he
may have been made a party because he is or was a director, officer or employee
of the Company or such other corporation to the extent and in the manner
permitted by the laws of the State of South Carolina, or because he is or was a
fiduciary of an employee benefit plan or trust of the Company or such other
corporation to the extent so incurred (but not paid by insurance) except where
he has committed an intentional breach of his fiduciary duties in connection
with such plan or trust or where such indemnification would not be permitted by
the Employee Retirement Income Security Act of 1974.
Any indemnification under the Bylaws (unless ordered by a court) shall
be made only if authorized under Section 33-8-510 of the Act and in each case
upon a determination that indemnification is permissible because the statutory
standard of conduct has been met, such determination being made by (i) the
Board of Directors by a majority vote of a quorum consisting of directors not
at the time parties to the proceeding; (ii) if a quorum cannot be obtained
under (i), by a majority vote of a committee duly designated by the Board of
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Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding; (iii) by special legal counsel selected by the Board of Directors
or its committee in the manner prescribed in (i) or (ii); or (iv) if a quorum
of the Board of Directors cannot be obtained and a committee cannot be
designated to choose special legal counsel under (iii), special legal counsel
selected by a majority vote of the full Board of Directors (in which selection
directors who are parties may participate); or (iv) by the shareholders, but
shares owned by or voted under the control of directors who are at the time
parties to the proceeding may not be voted on the determination.
South Carolina Business Corporation Act
Article 5 of Chapter 8 of Title 33 of the Act authorizes indemnification
of a director made party to a proceeding because he is or was a director if the
director conducted himself in good faith and he reasonably believed that his
conduct in his official capacity was in the corporation's best interest, and
his conduct in all other cases was at least not opposed to its best interest,
and in any criminal proceeding he had no reasonable cause to believe his
conduct was unlawful. Notwithstanding the above, in proceedings to obtain a
judgment in favor of the corporation, indemnification would be limited to
reasonable expenses incurred in connection with the proceeding and only if the
director were not adjudged liable to the corporation, and in the case of
adjudicated liability in any other proceedings, only if the director did not
derive an improper personal benefit. The Act also authorizes corporations to
indemnify officers, employees and agents who are not directors to the extent,
consistent with public policy, that may be provided by the corporation's
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract.
Insurance Policies
There are in effect liability insurance policies covering certain
claims against any officer or director of the Company by reason of certain
breaches of duty, neglect, error, misstatement, omission or other act committed
by such person in his capacity as officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 See Article 7 and 8 of the Registrant's Restated Articles of
Incorporation, as amended (filed on March 26, 1990 as an exhibit to
the Registrant's Annual Report on Form 10-K for the year ended
December 30, 1989 (File No. 1-5315) and incorporated herein by
reference) and Article II of the Registrant's Bylaws (filed on March
20, 1989 as an exhibit to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1988 (File No. 1-5315) and
incorporated herein by reference).
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4.2 Springs Industries, Inc. 1991 Incentive Stock Plan.
5.1 Opinion of C. Powers Dorsett as to legality of securities being
registered.
23.1 Consent of C. Powers Dorsett is contained within the opinion of counsel
attached as Exhibit 5.1.
23.2 Consent of Deloitte & Touche.
25 Power of Attorney is contained on page 7 of Form S-8 filed on March 9,
1992.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof,
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15d) of the
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Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. The undersigned registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Mill, South
Carolina, on March 31, 1994.
SPRINGS INDUSTRIES, INC.
By: /s/ James F. Zahrn
---------------------------------
James F. Zahrn
Vice President-Finance and
Treasurer
(Principal Financial Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert W. Sullivan Chairman of the March 31, 1994
---------------------- Board of Directors,
Attorney-in-fact for President and
Walter Y. Elisha Chief Executive Officer
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Crandall Close Bowles
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
John L. Clendenin
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Leroy S. Close
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Charles W. Coker
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Dan M. Krausse
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Donald S. Perkins
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Stewart Turley
/s/ Robert W. Sullivan Director March 31, 1994
----------------------
Attorney-in-fact for
Sherwood H. Smith, Jr.
/s/ Robert W. Sullivan Controller, March 31, 1994
---------------------- Principal
Attorney-in-fact for Accounting Officer
James C. McKelvey
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Page
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<S> <C> <C>
4.1 See Articles 7 and 8 of the Registrant's Restated Articles of
Incorporation, as amended (filed on March 26, 1990 as an
exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 30, 1989 (File No. 1-5315) and
incorporated herein by reference) and Article II of the
Registrant's Bylaws (filed on March 20, 1989 as an
exhibit to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1988 (File No. 1-5315) and
incorporated herein by reference).
4.2 Springs Industries, Inc. 1991 Incentive Stock Plan.
5.1 Opinion of C. Powers Dorsett as to legality of securities
being registered.
23.1 Consent of C. Powers Dorsett is contained within the opinion
of counsel attached as Exhibit 5.1.
23.2 Consent of Deloitte & Touche.
25 Power of Attorney is contained on page 7 of Form S-8 filed on March 9, 1992.
</TABLE>
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EXHIBIT 4.2
<PAGE> 2
EXHIBIT 4.2
SPRINGS INDUSTRIES, INC.
1991 INCENTIVE STOCK PLAN
1. Purpose. The purpose of the Springs Industries, Inc. 1991 Incentive
Stock Plan is to promote the interests of the Company and its shareholders by
enabling selected key employees of the Company and its subsidiaries to
participate in the long-term growth of the Company by receiving the opportunity
to acquire shares of the Company's Stock and to provide for additional
compensation based on appreciation in the Company's Stock. The plan provides
a means to attract and retain key employees of merit and is intended to
stimulate the efforts of such employees by providing an opportunity for
capital appreciation and by recognizing outstanding service to the Company,
thus contributing to the long-term growth and profitability of the Company.
2. Defined Terms. The following defined terms have the meanings set
forth below:
(a) "Act" means the Securities Exchange Act of 1934, as amended from
time to time.
(b) "Award" or "Awards" except where referring to a particular
category of grant under the Plan shall include Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
Awards, Unrestricted Stock Awards, Deferred Stock Awards, Performance
Unit Awards and Other Stock-Based Awards.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended, and
any successor code and related rules, regulations and interpretations.
(e) "Committee" means the Management Compensation an Organization
Committee of the Board (or any successor committee as described in
Section 5 below); such Committee shall consist of at least three
members of the Board, each of whom shall be a Disinterested Person.
(f) "Company" means Springs Industries, Inc.
(g) "Deferred Stock Award" as defined in Section 11(a).
(h) "Disability" means permanent and total disability as determined
under procedures established by the Committee for purposes of the Plan.
(i) "Disinterested Person" shall have the meaning set forth in
Rule 16b-3(d) (3), promulgated under the Act, or any successor definition
promulgated by the Securities and Exchange Commission under the Act.
(j) "Fair Market Value" on a specified date shall be the average of
the closing prices of the Stock on the New York Stock Exchange on the
last three trading days prior to the day immediately following the
specified date.
(k) "Incentive Stock Option" means any Stock Option intended to be
and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.
(l) "Non-Qualified Stock Option" means any Stock Option that is not
an Incentive Stock Option.
(m) "Other Stock-Based Award" is defined in Section 13(a).
(n) "Performance Unit Award" is defined in Section 12(a).
(o) "Plan" means the Springs Industries, Inc. 1991 Incentive Stock
Plan, as amended from time to time.
(p) "Restricted Stock Award" is defined in Section 9(a).
(q) "Retirement" means a severance from the active employment of the
Company or its Subsidiaries by reason of retirement pursuant to the
provisions of any profit sharing, pension or other retirement plan of the
Company or its Subsidiaries, or any contract between the Company or any
of its Subsidiaries and the participant.
(r) "Rule 16b-3" means Rule 16b-3, as promulgated by the Securities
and Exchange Commission under Section 16(b) of the Act, as amended from
time to time.
(s) "Stock" means the Class A Common Stock, $.25 par value, of the
Company.
(t) "Stock Appreciation Right" means a right described in Section
8(a).
<PAGE> 3
(u) "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 7.
(v) "Stock Surrender Withholding Election" shall have the meaning set
forth in Section 15.
(w) "Subsidiary shall mean any corporation a majority of whose Board of
Directors the Company has the voting power to elect, either directly or
indirectly through another corporation or series of corporations, domestic or
foreign.
(x) "Unrestricted Stock Award" is defined in Section 10.
(y) "Tax Date" shall have the meaning set forth in Sectin 15.
3. Stock Subject to the Plan.
(a) Shares Issuable. The maximum number of shares of Stock reserved and
available for distribution pursuant to Awards under the Plan shall be 850,000
shares. Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares. If (i) an Award expires or terminates for
any reason without being exercised in full or is satisfied without the
distribution of Stock, or (ii) Stock distributed pursuant to an Award is
forfeited or reacquired by the Company, or is surrendered upon exercise of an
Award, the Stock subject to such Award or so forfeited, reacquired or
surrendered shall again be available for distribution for purposes of the Plan.
(b) Changes in Capitalization. In the event of a stock dividend, stock
split or any increase or decrease in the number of issued shares of Stock
resulting from a subdivision or combination of shares effected without receipt
of consideration by the Company, the Committee shall make appropriate
adjustments in (i) the number of and kind of shares of stock or securities on
which Awards may thereafter be granted, (ii) the number and kind of shares
remaining subject to outstanding Awards and (iii) the option or purchase price
in respect of such shares. In the event of any such change in capitalization
of the Company, the Committee may make such additional adjustments in the
number and class of shares of Stock or other securities with respect to which
outstanding Awards are exercisable and with respect to which future Awards may
be granted as the Committee in its sole discreation shall deem equitable or
appropriate, subject to the provisions of Section 18 below. In the event the
Stock is changed into the same number of shares with a different par value or
without par value, the shares resulting from any such change shall be deemed
to be the Stock within the meaning of the Plan. Except (i) as expressly
provided in the preceding sentences or (ii) for any distribution or adjustment
made with respect to outstanding shares of Restricted Stock in connection with a
distribution or adjustment made with respect to all other outstanding shares of
Stock, any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Stock subject to any Award. The existence of the Plan and the
Awards granted pursuant to the Plan shall not affect in any way the right or
power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolidation of the Company, any issue of debt or equity securities having
preferences or priorities as to the Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all or any
part of its business or assets, or any other corporate act or proceeding.
(c) Substitute Awards. The Company may grant Awards under the Plan in
substitution for stock and stock-based awards held by employees of another
corporation who concurrently become employees of the Company or a Subsidiary as
the result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary of the acquistion by the Company or a Subsidiary of
property or stock of the employing corporation. The Committee may direct that
the substitute Awards be granted on such terms and conditions as the Committee
considers appropriate in the circumstances. The shares which may be delivered
under such substitute Awards shall be in addition to the maxium number of shares
provided for in Section 3(a) only to the extent that the substitute Awards are
both granted to persons whose relationship to the Company does not make (and is
not expected to make) them subject to Section 16(b) of the Act and are granted
in substitution for awards issued under a plan approved, to the extent then
required under Rule 16b-3 (or any successor rule under the Act) by the
stockholders of the entity which issued such predecessor awards.
4. Eligibility. Participants in the Plan will be such officers and other
key employees of the Company and its Subsidiaries (but excluding any person who
serves only as a director) who are responsible for or contribute to the
management, growth, or profitability of the Company and its Subsidiaries and
who are selected from time to time by the Committee, in its sole discretion.
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<PAGE> 4
5. Administration of the Plan. The Plan shall be administered by the
committee or such other committee of the Board, composed of not less than three
Desinterested Persons, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. The Committee shall have the power and authority
to grant Awards consistent with the terms of the Plan, including the power and
authority:
(i) to select the officers and other key employees of the Company
and its Subsidiaries to whom Awards may from time to time be granted.
(ii) to determine the time or times of grant, and the extent, if any,
of Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards,
Deferred Stock Awards, Performance Units Awards, and any Other Stock-Based
Awards, or any combination of the foregoing, granted to any one or more
participants;
(iii) to determine the number of shares to be covered by any Award.
(iv) to determine the terms and conditions of any Award (including,
but not limited to, the share price, any restriction or limitation, and
any waiver of vesting, acceleration of forfeiture provisions regarding any
Stock Option or other Award and the Stock relating thereto, based on such
factors as the Committee shall determine); and
(v) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an Award
shall be deferred either automatically or at the election of the
Participant, and whether and to what extent the Company shall pay or
credit amounts equal to interest (at rates determined by the Committee),
dividends or deemed dividends on such deferrals.
Subject to the provisions of the Plan, the Committee shall have full and
conclusive authority to interpret the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Award agreements and to make all other
determinations necessary or advisable for the proper administration of the
Plan. The Committee's determination under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan (whether or not such persons are similarly
situated). Any determination made by the Committee pursuant to the provisions
of th Plan with respect to any Award shall be made in its sole discretion at
the time of the grant of the Award or, unless in contravention of any express
term of the Plan, at any time thereafter. All decisions by the Committee made
pursuant to the provisions of the Plan shall be final and binding on all
persons, including the Company and Plan participants.
6. Limitations on Term and Date of Awards.
(a) Duration of Awards. Subject to Section 19(c) below, no
restrictions or limitations on any Award shall extend beyond ten years
from the grant date, except that deferrals of the receipt of Stock or
other benefits under the Plan elected by participants may extend beyond
such date.
(b) Term. No Award shall be granted more than ten years after the
effective date of the Plan as specified in Section 20 below, but then
outstanding Awards may extend beyond such date.
7. Stock Options. Stock Options may be granted alone or in addition
to other Awards and may be of two types: Incentive Stock Options and
Non-Qualified Stock Options. Each Stock Option shall be clearly identified as
to its status as an Incentive Stock Option or a Non-Qualified Stock Option at
the date of grant. To the extent that any Stock Option denominated as an
Incentive Stock Option does not qualify as an "incentive stock option" within
the meaning of Section 422 of the Code, it shall constitute a separate
Non-Qualified Stock Option. Stock Options granted under the Plan shall be
subject to the following terms and conditions and shall be evidenced by option
agreements, which shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable:
(a) Option Price. The option price per share of Stock purchasable;
under a Stock Option shall be determined by the Committee at the time of
grant and set forth in the option agreement but shall be (i) in the case
of Incentive Stock Options, not less than 100% of the Fair Market Value
on the date of grant and (ii) in the case of Non-Qualified Stock Options,
not less than 50% of Fair Market Value on the date of grant; provided,
however, that the option price per share of Stock purchasable under a
Non-Qualified Stock Option may also be the par value per share of Stock.
If an officer or key employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code) more
than 10% of the combined voting power of all classes of stock of the
Company or any Subsidary or parent corporation, and an Incentive Stock
Option is granted to such officer or key employee, the option price shall
be no less than 110% of the Fair Market Value on the date of grant. The
grant of a Stock Option shall occur on the date the Committee by
resolution selects an officer or employee as a participant in any grant
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<PAGE> 5
of Stock Options, determines the number of shares of Stock covered by the
Stock Option and specifies the terms and provisions of the option
agreement.
(b) Option Term. Unless an option agreement provides for a shorter
exercise period, any Stock Option shall be exercisable not later than ten
years after the Stock Option is granted; provided, however, that if an
Incentive Stock Option is granted to an employee who owns or is deemed to
own (by reason of the attribution rules of Section 44(d) of the Code) more
than 10% of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation, the term of such
Incentive Stock Option shall be no more than five years from the date of
grant.
(c) Exercisability. Stock Options shall be exercisable at such time
or times and subject to such terms and conditions, and in such amounts,
as the Committee shall specify in the option agreement, except that no
Stock Option when initially granted shall provide that it may be
exercisable to any extent during the first six months following the date
of grant. Notwithstanding the foregoing, subsequent to the grant of a
Stock Option, the Committee, at any time before the complete expiration
of such Stock Option, may accelerate the time or times at which such
Stock Option may be exercised in whole or in part; provided, however,
that if any Stock Option is exercised within the first six months
following the date of grant, the shares of Stock received upon such
exercise may not be sold within the first six months following the date
of grant. Except as provided in subsections (f), (g), (h) and (i) below,
a Stock Option may not be exercised by the holder unless the holder is
then, and continually after the grant of the Stock Option has been, an
employee of the Company or one of its subsidiaries.
(d) Method of Exercise. Stock Options may be exercised at any time
during the option period by giving written notice of exercise to the
Company specifying the number of shares to be purchased. Except as
provided in subsection (k) below, such notice shall be accompanied by
payment in full of the purchase price, either by certified or bank check
or other instrument acceptable to the Committee, or by delivery of shares
of Stock as provided in this subsection. As determined by the Committee,
in its discretion, at (or, in the case of Non-Qualified Stock Options, at
or after) the time of grant, payment in full or part may also be made in
the form of shares of Stock not then subject to restrictions under any
Company plan (but which may include shares the disposition of which
constitutes a disqualifying disposition for purposes of obtaining
incentive stock option treatment under the Code). Shares of Stock so
surrendered shall be valued at Fair Market Value on the exercise date.
Except as provided in subsection (k) below, no shares of Stock shall be
issued until full payment therefore has been made. An optionee shall have
all of the rights of a shareholder of the Company, including the right to
vote the shares and the right to receive dividends, with respect to shares
subject to a Stock Option when the optionee has given written notice of
exercise, has paid in full for such shares and, if requested, has given
the representation described in Section 19(c) below.
(e) Nontransferability. No Stock Option shall be transferable by the
optionee other than by will or by the laws of descent and distribution,
and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee or the guardian or legal representative of
the optionee.
(f) Termination by Death. If an optionee's employment with the
Company or any Subsidiary terminates by reason of death, any Stock Option
held by such optionee may thereafter be exercised, to the extent
exercisable at the time of death (or on such accelerated basis as the
Committee shall at any time determine), by the legal representative or
legatee of the optionee, for a period of one year (or such other period
as the Committee shall specify at or after the time of grant) from the
date of death or until the expiration of the stated term of the Stock
Option, whichever period is shorter.
(g) Termination by Disability. If an optionee's employment with the
Company or any Subsidiary terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised by the optionee,
to the extent it was exercisable at the time of termination (or on such
accelerated basis as the Committee may at any time determine) for a period
of one year (or such other period as the Committee shall specify at or
after the time of grant) from the date of such termination or until the
expiration of the stated term of the Stock Option, whichever period is the
shorter. Except as otherwise provided by the Committee at the time of
grant, the death of an optionee during such exercise period shall extend
such period for one year following death, or until the expiration of the
stated term of the Stock Option, whichever period is the shorter.
(h) Termination by Retirement. If an optionee's employment with the
Company or any Subsidiary terminates by reason of Reitirement, any Stock
Option held by such optionee may thereafter be exercised by the optionee,
to the extent it was exercisable at the time of Retirement (or on such
accelerated basis as
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the Committee may at any time determine) for a period of (i) in the case
of Incentive Stock Options, three months, and (ii) in the case of
Non-Qualified Stock Options, one year (or such other period as the
Committee shall specify at or after the time of grant), from the date of
Retirement or until the expiration of the stated term of the Stock
Option, whichever period is the shorter. Except as otherwise provided by
the Committee at the time of grant, the death of an optionee during such
exercise period shall extend such period for one year following death,
or until the expiration of the stated term of the Stock Option, whichever
period is the shorter.
(i) Other Termination. Unless otherwise determined by the Committee,
if an employee's employment with the Company or any Subsidiary terminates
for any reason other than death, Disability or Retirement, the Stock
Option shall thereupon terminate.
(j) Form of Settlement. The Committee may provide in the option
agreement that upon receipt of written notice of exercise, the Committee
may elect to settle all or a part of the portion of any Stock Option so
exercised by paying the optionee an amount, in cash or Stock, equal to
the excess of the Fair Market Value of the Stock over the exercise price
(the "Spread Value") (determined on the date the Stock Option is
exercised). Any such settlement relating to Stock Options held by
optionees who are actually or potentially subject to Section 16(b) of
the Act shall comply with the "window period" provisions of Rule
16b-3(e), to the extent applicable, and, in the case of settlement of
Non-Qualified Stock Options held by such optionees, the Committee may
determine Fair Market Value under the pricing rule set forth in Section
8(c) below.
(k) Certain Procedure for Certain Credit Assisted Transactions. To
the extent not inconsistent with the provisions of Section 422 of the
Code or Rule 16b-3, any optionee desiring to obtain credit from a broker,
dealer or other "creditor" as defined in Regulation T issued by the Board
of Governors of the Federal Reserve System (provided such broker, dealer
or creditor has been approved by the Committee) to assist in exercising
a Stock Option may deliver to such creditor an exercise notice properly
executed by such optionee with respect to such Stock Option, together
with instructions to the Company to deliver the resulting Stock to the
creditor for deposit into a designated account. Upon receipt of such
exercise notice and related instructions in a form acceptable to the
Company, the Company shall confirm to the creditor that it will deliver
to the creditor the Stock covered by such exercise notice and
instructions promptly following receipt of the exercise price from the
creditor. To the extent not inconsistent with the provisions of Section
422 of the Code or Rule 16b-3, upon request the Company may in its
discretion, but shall not be obligated to, deliver to the creditor shares
of Stock resulting from an assisted exercise prior to receipt of the
option price for such shares if the creditor has delivered to the
Company, in addition to the other documents contemplated hereby, the
creditor's agreement to pay the Company such exercise price in cash
within five days after delivery of such shares. The credit assistance
contemplated hereby may include a margin loan by the creditor secured by
the Stock purchased upon exercise of a Stock Option or an immediate
sale of some or all of such Stock by the creditor to obtain or recover the
option price which the creditor has committed to pay the Company.
(l) Special Provisions Relating to Incentive Stock Options. At the
time any Incentive Stock Option granted under the Plan is exercised, the
Company shall be entitled to legend the certificates representing the
shares of Stock purchased pursuant to such Incentive Stock Option to
clearly identify them as representing shares purchased upon exercise of
an Incentive Stock Option that may be subject to income tax withholding
requirements as set forth in Section 15 below. Anything in the Plan to
the contrary notwithstanding, no term of the Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be exercised so as to
disqualify the Plan under Section 422 of the Code or, without the
consent of the affected optionee, to disqualify any Incentive Stock
Option under Section 422 of the Code.
8. Stock Appreciation Rights
(a) General. A Stock Appreciation Right is an Award entitling the
recipient to receive an amount in cash or shares of Stock (or forms of
payment permitted under subsection (d) below) or a combination thereof
having a value equal to (or if the Committee shall so determine at time
of grant, less than) the excess of the Fair Market Value of a share of
Stock on the date of exercise over the Fair Market Value of a share of
Stock on the date of grant (or over the option exercise price, if the
Stock Appreciation Right was granted in tandem with a Stock Option)
multiplied by the number of shares with respect to which the Stock
Appreciation Right shall have been exercised, with the Committee having
the right to determine the form of payment.
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<PAGE> 7
(b) Grant and Exercise. Stock Appreciation Rights may be granted in
tandem with or independently of, any Stock Option granted under the Plan.
In the case of a Stock Appreciation Right granted in tandem with a
Non-Qualified Stock Option, such Stock Appreciation Right may be granted
either at or after the time of grant of such option. In the case of a
Stock Appreciation Right granted in tandem with an Incentive Stock
Option, such Stock Appreciation Right may be granted only at the time of
the grant of such option. A Stock Appreciation Right or applicable
portion thereof granted in tandem with a Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the related
Stock Option, except that a Stock Appreciation Right granted with respect
to less than the full number of shares covered by a related Stock Option
shall not be reduced until the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock
Appreciation Right.
(c) Terms and Conditions. Stock Appreciation Rights shall be subject
to such term and conditions as shall be determined from time to time by
the Committee, including the following:
(i) No Stock Appreciation Right shall be exercisable in whole
or in part during the first six months of its term.
(ii) Stock Appreciation Rights granted in tandem with Stock
Options shall be exercisable only at such time or times and to the
extent that the related Stock Option shall be exercisable. Upon the
exercise of a Stock Appreciation Right, the applicable portion of any
related Stock Option shall be surrendered.
(iii) Stock Appreciation Rights granted in tandem with a Stock
Option shall be transferable only with such Stock Option. Stock
Appreciation Rights shall not be transferable otherwise than by will
or the laws of descent and distribution. All Stock Appreciation
Rights shall be exercisable during the participant's lifetime only
by the participant or the participant's legal representative or
guardian.
(iv) A Stock Appreciation Right granted in tandem with an
Incentive Stock Option may be exercised only when the market price of
the Stock subject to the Incentive Stock Option exceeds the exercise
price of such option.
(d) Form of Settlement. Subject to Section 19(c) below, shares of
Stock issued upon exercise of a Stock Appreciation Right shall be free of
all restrictions under the Plan, except as otherwise provided in this
subsection (d). The Committee may provide at time of grant of a Stock
Appreciation Right that such shares shall be in the form of Restricted
Stock or rights to acquire Deferred Stock, or may reserve the right to
provide so at any time after the date of grant. Any such shares and any
shares subject to rights to acquire Deferred Stock shall be valued at
Fair Market Value on the date of exercise of the Stock Appreciation Right
without regard to any restrictions of deferral limitations.
(e) Rules Relating to Exercise. In the case of a participant subject
to the restrictions of Section 16(b) of the Act, no Stock Appreciation
Right shall be exercised except in compliance with any applicable
requirements of Rule 16b-3(e) or any successor rule. Notwithstanding
subsection (a) above, in the event of such exercise during an exercise
period currently prescribed by such rule, the Committee may prescribe,
by rule of general application, such other measure of value as it may
determine but not in excess of the highest per share closing sale price
of the Stock reported on the New York Stock Exchange Composite
Transactions Index during such period and, where a Stock Appreciation
Right relates to an Incentive Stock Option, not in excess of an amount
consistent with the qualification of such Stock Option as a "incentive
stock option" under Section 422 of the Code.
9. Restricted Stock
(a) General. A Restricted Stock Award is an Award entitling the
recipient to acquire shares of Stock, subject to such conditions,
including the right of the Company during a specified period or periods
to repurchase such shares at their original price or to require
forfeiture of such shares (if no cash consideration was paid) upon the
participant's termination of employment, as the Committee may determine
at the time of grant. The Committee may award shares of Restricted
Stock (i) at no cost to the recipient (or for a purchase price not in
excess of the par value of the shares) or (ii) for a purchase price equal
to at least 50% of the Fair Market Value of the Stock (without regard to
any restrictions) on the date of grant. Shares of Restricted Stock may
be granted or sold in respect of past services of other valid
consideration.
(b) Award Agreement and Certificates. A participant who is granted a
Restricted Stock Award shall have no rights with respect to such Award
unless the participant shall have accepted the Award within sixty days
(or such shorter period as the Committee may specify) following the
Award date by executing and delivering to the Company a Restricted Stock
Award agreement in such form as the Committee shall
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<PAGE> 8
determine and by making payments to the Company by certified or bank
check or instrument acceptable to the Committee any cash consideration
required to be paid in connection with such Restricted Stock Award. Each
participant receiving a Restricted Stock Award shall be issued a
certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of the participant and
deposited with the Company or its designee and shall bear an appropriate
legend referring to the terms, conditions and restrictions applicable to
such Award, substantially in the following form:
"This certificate and the shares of stock represented
hereby are subject to the terms and conditions (including
forfeiture and restrictions against transfer) contained in the
Springs Industries, Inc. 1991 Incentive Stock Plan and an
agreement entered into between the registered owner and Springs
Industries, Inc. Release from such terms and conditions shall be
obtained only in accordance with the provisions of the Plan and
the Agreement, copies of which are on file in the office of
the Secretary of Springs Industries, Inc., Fort Mill,
South Carolina 29715."
The Committee may require that, as a condition of any Restricted Stock
Award, the participant shall have delivered to the Company a stock power,
endorsed in blank, relating to the Stock covered by such Award.
(c) Rights as a Shareholder. Upon complying with subsection (b)
above, a participant shall have all the rights of a shareholder with
respect to the Restricted Stock including voting and dividend rights,
subject to nontransferability restrictions, Company repurchase or
forfeiture rights and any other condition described in this Section 9 or
contained in the Restricted Stock Award agreement. The Restricted Stock
Award agreement may require or permit the immediate payment, waiver,
deferral, or investment of dividends paid on the Restricted Stock.
(d) Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged, or otherwise encumbered or disposed of
except as specifically provided herein and in the Restricted Stock Award
agreement. Unless the Committee in its discretion provides otherwise, all
shares of Restricted Stock shall be subject to the restrictions against
transfer and to the Company's right to repurchase or require forfeiture
set forth in this subsection (d) for a period of six months from the date
of grant.
The Committee shall specify the date or dates (which may depend upon
or be related to the attainment of performance goals or such other factors
or criteria as the Committee shall determine) on which the
nontransferability of the Restricted Stock and the obligation to forfeit
or resell such shares to the Company shall lapse. The Committee may
provide for the lapse of such restrictions in installments and at any
time may accelerate such date or dates and otherwise waive or, subject to
Section 18 below, amend any terms and conditions of the Award.
Except as otherwise may be provided in the Award agreement or
determined by the Committee at any time after the date of the grant, in
the event of termination of employment of a participant with the Company
and its Subsidiaries for any reason including death), the participant or
the participant's legal representative shall resell to the Company, at
the cash consideration paid therefore, all Restricted Stock, and the
Company shall purchase such shares at that price, or if no cash
consideration was paid, all shares of Restricted Stock awards to the
participant shall automatically be forfeited to the Company.
Any shares of Stock or other securities of the Company or any other
entity which are issued as a distribution on, or in exchange for,
Restricted Stock or into which restricted Stock is converted as a result
of a recapitalization, stock dividend, distribution of securities, stock
split or combination of shares or a merger, consolidation or sale of
substantially all of the assets of the Company shall be subject to the
restrictions set forth in the Restricted Stock Award agreement, which
shall inure to the benefit of any surviving or successor corporation
which is the issuer of such securities. Upon the lapse of the
restrictions applicable to a participant's Restricted Stock, certificates
for shares of Stock free of any restrictive legend shall be delivered to
the participant or his legal representative or guardian.
(e) Section 83(b) Election. Any Restricted Stock Award agreement may
provide that the participant may not elect to be taxed with respect to
such Award in accordance with Section 83(b) of the Code.
10. Unrestricted Stock. The Committee may, in its sole discretion, grant
(or sell at a purchase price not to exceed the par value of the shares of Stock
at the time of sale) to any participant shares of Stock free of restrictions
under the Plan ("Unrestricted Stock"). Shares of Unrestricted Stock may be
granted or sold as described in the preceding sentence in respect of past
services or other valid consideration. Any purchase of Unrestricted Stock by a
recipient must take place within sixty days after the time of grant of the
right to purchase such shares. Notwithstanding the foregoing, any shares of
Unrestricted Stock granted to a participant
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<PAGE> 9
subject to Section 16(b) of the Act may not be sold or otherwise disposed of
for value for a period of six months from the date of grant.
11. Deferred Stock Awards
(a) General. A Deferred Stock Award is an Award entitling the
recipient to acquire shares of Stock without payment in one or more
installments at a future date or dates, all as determined by the
Committee. The Committee may also condition such acquisition on the
attainment of specified performance goals or such other factors or
criteria as the Committee shall determine. Unless the Committee in its
discretion provides otherwise, the deferral with respect to any Deferred
Stock Award shall be no less than six months from the date of grant.
(b) Award Agreement. A participant who is granted a Deferred Stock
Award shall have no rights with respect to such Award unless within sixty
days of the grant of such Award (or such shorter period as the Committee
may specify) the participant shall have accepted the Award by executing
and delivering to the Company a Deferred Stock Award agreement.
(c) Restriction on Transfer. Deferred Stock Awards and rights with
respect to such Awards may not be sold, assigned, transferred, pledged or
otherwise encumbered. Rights with respect to such Awards shall be
exercisable during the participant's lifetime only by the participant or
the participant's legal representative or guardian.
(d) Rights as a Shareholder. A participant receiving a Deferred
Stock Award will have rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A
participant shall be entitled to receive a certificate for shares of
Stock only upon satisfaction of all conditions specified in the Deferred
Stock Award agreement.
(e) Elective Deferral. A participant may elect to further defer
receipt of the Stock payable under a Deferred Stock Award (or an
installment of the Award) for a specified period or until a specified
event, subject in each case to the Committee's approval and under such
terms as determined by the Committee. Subject to any exceptions adopted
by the Committee, such election must generally be made at least 12 months
prior to completion of the deferral period for the Award (or for such
installment of the Award).
(f) Termination. Except as may otherwise be provided in the
Deferred Stock Award agreement, a participant's rights in all Deferred
Stock Awards shall automatically terminate upon the participant's
termination of employment with the Company and its Subsidiaries for any
reason (including death). At any time prior to the participant's
termination of employment, the Committee may in its discretion
accelerate, waive, or, subject to Section 18 below, amend any or all of
the restrictions or conditions imposed under any Deferred Stock Award.
(g) Payments in Respect of Deferred Stock. Without limiting the
right of the Committee to specify different terms, the Deferred Stock
Award agreement may either make no provisions for, or may require or
permit the immediate payment, deferral, or investment of amounts equal
to, or less than, any cash dividends which would have been payable on the
Deferred Stock had such Stock been outstanding, all as determined by the
Committee in its sole discretion.
12. Performance Unit Awards
(a) General. A Performance Unit Award is an Award entitling the
recipient to acquire cash or shares of Stock, or a combination of cash
and Stock, upon the attainment of specified performance goals. The
Committee in its sole discretion shall determine whether and to whom
Performance Unit Awards shall be made, the performance goals applicable
under each such Award, the periods during which performance is to be
measured, and all other limitations and conditions applicable to the
Performance Unit Award. Notwithstanding the foregoing, no Performance
Unit Award shall be exercisable in whole or in part during the first six
months following the date of grant. Performance goals may vary from
participant to participant and between groups of participants and shall
be based upon such Company, business unit or individual performance
factors or criteria as the Committee may deem appropriate. Performance
periods may overlap and participants may participate simultaneously with
respect to Performance Unit Awards that are subject to different
performance periods and different performance goals. The Committee may
adjust the performance goals and periods applicable to a Performance Unit
Award to take into account changes in law and accounting and tax rules,
and to make such adjustments as the Committee deems necessary or
appropriate to reflect the inclusion or exclusion of the impact of
extraordinary or unusual items, events or
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<PAGE> 10
circumstances in order to avoid windfalls or hardships. Performance Units may
be awarded independent of or in connection with the grant of any other Award
under the Plan.
(b) Award Agreement. A participant shall have no rights with respect
to a Performance Unit Award unless within sixty days of the grant of such
Award (or such shorter period as the Committee may specify) the
participant shall have accepted the Award by executing and delivering to
the Company a Performance Unit Award agreement.
(c) Restrictions on Transfer. Performance Unit Awards and all rights
with respect to such Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered, and if exercisable over a specified
period, shall be exercisable during the participant's lifetime only by
the participant or the participant's legal representative or guardian.
(d) Rights as a Shareholder. A participant receiving Unit Award will
have rights of a shareholder only as to shares of Stock actually received
by the participant under the Plan and not with respect to shares subject
to the Award but not actually received by the participant. A participant
shall be entitled to receive a certificate evidencing the acquisition of
shares of Stock under a Performance Unit Award only upon satisfaction of
all conditions specified in the Performance Unit Award agreement.
(e) Termination. Except as may otherwise be provided by the Committee
at any time prior to the termination of employment, a participant's
rights and all Performance Unit Awards shall automatically terminate upon
the participant's termination of employment by the Company and its
Subsidiaries for any reason (including death).
(f) Acceleration; Waiver. At any time prior to the participant's
termination of employment with the Company and its Subsidiaries, the
Committee may in its sole discretion accelerate, waive, or subject to
Section 18 below, amend any or all of the goals, restrictions or
conditions imposed under any Performance Unit Award.
(g) Exercise. The Committee in its sold discretion shall establish
procedures to be followed in exercising any Performance Unit Award, which
procedure shall be set forth in the Performance Unit Award agreement.
The Committee may at any time provide that payment under a Performance
Unit Award shall be made, upon satisfaction of the applicable performance
goals, without any exercise by the participant. Except as otherwise
specified by the Committee, (i) a Performance Unit granted in tandem with
a Stock Option may be exercised only while the Stock Option in
exercisable, and (ii) the exercise of a Performance Award on such basis
as is specified in the Performance Unit Award agreement.
13. Other Stock-Based Awards
(a) General. The Committee may grant other Awards under which Stock is
or may in the future be acquired ("Other Stock-Based Awards"). Such
Awards may include, without limitation, debt securities convertible into
or exchangeable for shares of Stock upon such conditions, including
attainment of performance goals, as the Committee shall determine. No
other Stock-Based Award shall be exercisable in whole or in part during
the first six months following the date of grant or, if shares of Stock
are awarded to a participant on the date of grant, such Stock shall be
subject to restrictions against transfer for a period of no less than six
months from the date of grant. Subject to the purchase price limitations
in subsection (b) below, such convertible or exchangeable securities may
have such terms and conditions as the Committee may determine at the time
of grant. However, no convertible or exchangeable, debt shall be issued
unless the Committee shall have provided (by the Company's right or
repurchase, right to require conversion or exchange, or other means
deemed appropriate by the Committee) a means of avoiding any right of the
holders of such debt to prevent a Company transaction by reason of
covenants in such debt.
(b) Purchase Price; Form of Payment. The Committee may determine the
consideration, if any, payable upon the issuance or exercise of an Other
Stock-Based Award. However, no shares of Stock (whether acquired by
purchase, conversion, or exchange or otherwise) shall be issued unless
(i) issued at no cost to the recipient (or for a purchase price not in
excess of the par value of the shares), or (ii) sold, exchanged, or
converted by the Company, and the Company shall have received payment for
such Stock or securities so sold, exchanged, or converted equal to at
least 50% of Fair Market Value of the Stock on the grant or effective
date, or the exchange or conversion date, under the Award, as specified
by the Committee. The Committee may permit payment by certified check or
bank check or other instrument acceptable to the Committee or by
surrender of other shares of Stock (excluding shares then subject to
restrictions under the Plan).
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<PAGE> 11
(c) Forfeiture of Awards; Repurchase of Stock; Acceleration of Waiver
of Restrictions. The Committee may determine the conditions under which
an Other Stock-Based Award shall be forfeited or, in the case of an Award
involving a payment by the recipient, the conditions under which the
Company may or must repurchase such Award or related Stock. At any time
the Committee may in its sold discretion accelerate, waive, or subject to
Section 18 below, amend any or all of the limitations or conditions
imposed under any Other Stock-Based Award.
(d) Award Agreements. A participant shall have no rights with respect
to any Other Stock-Based Award unless within sixty days after the grant
os such Award (or such shorter period as the Committee may specify) the
participant shall have accepted the Award by executing and delivering to
the Company an Other Stock-Based Award agreement.
(e) Restrictions on Transfer. Other Stock-Based Awards may not be
sold, assigned, transferred, pledged, or encumbered except as may be
provided in the Other Stock-Based Award agreement. However, in no event
shall any Other Stock-Based Award be transferred other than by will or by
the laws of descent and distribution or be exercisable during the
participant's lifetime by other than the participant or the participant's
legal representative or guardian.
(f) Rights as a Shareholder. A recipient of any Other Stock-Based
Award will have rights of a shareholder only at the time and to the
extent, if any, specified by the committee in the Other Stock-Based Award
agreement.
(g) Deemed Dividend Payment; Deferrals. Without limiting the right of
the Committee to specify different terms, an Other Stock-Based Award
agreement may require or permit the immediate payment, waiver, deferral,
or investment of dividends or deemed dividends payable or deemed payable
on Stock subject to the Award.
14. Supplemental Grants
(a) Loans. The Company may in its sole discretion make a loan to the
recipient of an Award hereunder, either on or after the date of grant of
such Award. Such loans may be either in connection with exercise of a
Stock Option, a Stock Appreciation Right or an Other Stock-Based Award,
in connection with the purchase of shares under any Award, or in
connection with the payment of any federal, state and local income taxes
in respect of income recognized under an Award. The Committee shall have
full authority to decided whether to make a loan hereunder and to
determine the amount, term, and provisions of any such loan, including
the interest rate (which may be zero) charged in respect of any such
loan, whether the loan is to be secured or unsecured, the terms on which
the loan is to be repaid and the conditions, if any, under which it may
be forgiven. However, no loan hereunder shall provide or reimburse to
the borrower the amount used by him for the payment of the par value of
any shares of Stock issued, have a term (including extensions) exceeding
ten years in duration, or be an amount exceeding the total exercise or
purchase price paid by the borrower under an Award or for related Stock
under the Plan plus an amount equal to the cash payment permitted in
subsection (b) below.
(b) Cash Payments. The Committee may, at any time and in its
discretion, authorize a cash payment, in respect of the grant or
exercise of an Award under the Plan or the lapse or waiver of
restrictions under an Award, which shall not exceed the amount which
would be required in order to pay in full the federal, state and local
income taxes due as a result of income recognized by the recipient as a
consequence of (i) the receipt of an Award or the exercise of rights
thereunder and (ii) the receipt of such cash payment. The Committee shall
have complete authority to decide whether to make such cash payments in
any case, to make provisions for such payments either simultaneously with
or after the grant of the associated Award, and to determine the amount
of any such payment.
15. Withholding. Whenever the Company proposes or is required to issue
or transfer shares of Stock under the Plan, the Company shall have the right to
require the recipient 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 such shares. If a participant
surrenders shares of Stock acquired pursuant to the exercise or certificates
for such shares. If a participant surrenders shares of Stock acquired pursuant
to the exercise of an Incentive Stock Option in payment of the option price of
a Stock Option or the purchase price under another Award, and such surrender
constitutes a disqualifying disposition for purposes of obtaining incentive
stock option treatment under the Code, the Company shall have the right to
require the participant to remit to the Company an amount sufficient to satisfy
any federal, state and local withholding tax requirements prior to the delivery
of any certificates for such shares. Whenever under the Plan payments are to
be made in cash, such payments shall be net of an amount sufficient to satisfy
any federal, state and local withholding tax requirements. A recipient may
elect with respect to any Non-Qualified Stock
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<PAGE> 12
Option, Stock Appreciation Right, Restricted Stock Award, Unrestricted Stock
Award, Deferred Stock Award, Performance Unit Award or Other Stock-Based Award
which is paid in whole or in part in Stock, to surrender or authorize the
Company to withhold shares of Stock (valued at Fair Market Value on the date of
surrender or withholding of the shares) in satisfaction of all such withholding
requirements (the "Stock Surrender Withholding Election") in accordance with
the following:
(i) Any Stock Surrender Withholding Election shall be made by written
notice to the Company and thereafter shall be irrevocable by the
recipient.
(ii) If a recipient is subject to Section 16 of the Act, or any
successor law, any Stock Surrender Withholding Election shall be subject
to the consent or disapproval of the Committee in accordance with rules
established from time to time by the Committee.
(iii) Any Stock Surrender Withholding Election must be made prior to
the date on which the recipient recognizes taxable income with respect to
the receipt of such shares (the "Tax Date").
(iv) If a recipient is subject to Section 16 of the Act, or any
successor law, such person must make any Stock Surrender Withholding
Election (A) more than six months after the date of grant of the Award
with respect to which such election is made (except whenever such
election is made by a disabled recipient or the estate or personal
representative of a deceased recipient); and (B) either at least six
months prior the Tax Date or during the period of ten business days
beginning on the third business day following the release for publication
of the Company's summary statement of sales and earnings for a quarter or
fiscal year.
(v) When the Tax Date falls after the exercise of a Stock Option or
issuance of shares pursuant to any other Award and the recipient makes a
Stock Surrender Withholding Election, the full number of shares of Stock
subject to the Stock Option being exercised or issuable pursuant to the
Award will be issued, but the recipient will be unconditionally obligated
to deliver to the Company on the Tax Date the number of shares of Stock
having a value on the Tax Date equal to the recipient's federal, state
and local withholding tax requirements.
(vi) For purposes of this Section 15, the Committee shall have the
discretion to provide (by general rule or a provision in the specific
Award Agreement) that, at the election of the recipient, "federal, state,
and local withholding tax requirements" shall be deemed to be any amount
designated by the recipient which does not exceed his estimated federal,
state and local tax obligations associated with the transaction,
including FICA taxes to the extent applicable.
16. Merger; Liquidation. If the Company shall be the surviving corporation in
any merger, recapitalization or similar reorganization, the optionee of each
outstanding Stock Option shall be entitled to purchase, at the same times and
upon the same terms and conditions as are then provided in the Stock Option,
the number and class of shares of Stock or other securities to which a holder
of the number of shares of Stock subject to the Stock Option at the time of
such transaction would have been entitled to receive as a result of such
transaction and a corresponding adjustment shall be made in connection with
determining the value of any related Stock Appreciation Right. In the event of
any such change in capitalization of the Company, the Committee may make such
additional adjustments in the number and class of shares of stock or other
securities with respect to which outstanding Awards are exercisable and with
respect to which future Awards may be granted as the Committee in its sole
discretion shall deem equitable or appropriate, subject to the provisions of
Section 18 below. In the event of dissolution or liquidation of the Company or
a merger in which the Company is not the substitution or adjustment in the
aggregate number of shares subject to such Awards as it may determine, or
accelerate, amend, or terminate such Awards upon such terms and conditions as
it shall provide, which, in the case of the termination of the vested portion
of any Award, shall require payment or other consideration which the Committee
deems equitable in the circumstances.
17. Unfunded Status of Plan. With respect to the portion of any Award which
has not been exercised and any payments in cash. Stock or other consideration
not received by a participant, a participant shall have no rights greater than
those of a general creditor of the Company unless the Committee shall otherwise
expressly determine in connection with any Award or Awards. In its sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the Company's obligations to deliver Stock or make
payments with respect to Awards, provided that the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.
- 11 -
<PAGE> 13
18. Amendments and Termination. The Board may amend, alter or
discontinue the Plan, but no amendment, alteration or discontinuance shall be
made which would impair the rights of an optionee under a Stock Option or a
recipient of another Award thereto granted without the optionee's or
recipient's consent; provided however, that any alteration or amendment which
would (i) increase the aggregate number of shares of Stock which may be issued
under the Plan (other than an increase merely reflecting a change in
capitalization such as a stock dividend or stock split), (ii) modify the
designation of employees eligible to receive Awards under the Plan, or (iii)
materially increase the benefits accruing to holders of Awards granted or to be
granted under the Plan, within the meaning of Rule 16b-3 under the Act, shall
be effective only if it is approved by the shareholders of the Company at the
next annual meeting of shareholders after the date of adoption by the Board of
such alteration or amendment. The Committee may at any time amend or cancel
any outstanding Award (or provide substitute Awards at the same or a reduced
exercise or purchase price or with no exercise or purchase price, but such
price, if any, must satisfy the requirements which would apply to the
substitute or amended Award if it were then initially granted under the Plan)
for the purpose of satisfying changes in law or for any other lawful purpose,
but no such action shall adversely affect rights under any outstanding Award
without the recipient's consent.
19. General Provisions.
(a) Transfers. For purposes of the Plan, the transfer to the
employment by the Company from a Subsidiary or from the Company to a
Subsidiary, or from one Subsidiary to another, shall not be deemed a
termination of employment.
(b) Leaves of Absence. The Committee may in its discretion determine
whether a leave of absence constitutes a termination of employment for
purposes of the Plan and the impact, if any, of such leave of absence on
Awards previously granted to a holder who takes a leave of absence.
(c) Restrictions on Delivery and Sale of Shares. Each Award granted
under the Plan is subject to the condition that if at any time the
Committee, in its discretion, shall determine that the listing,
registration or qualification of the Stock covered by such Award 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 such
Award or the purchase or delivery of Stock thereunder, the delivery of
any or all shares pursuant to such Award may be withheld unless and until
such listing, registration or qualification shall have been effected. If
a registration statement is not in effect under the Securities Act of
1933 or any applicable state securities laws with respect to the shares
of Stock purchasable or otherwise deliverable under Awards then
outstanding, the Committee may require, as a condition of any delivery of
Stock pursuant to an Award, that the recipient of Stock represent, in
writing, that the shares received pursuant to the Award are being
acquired for investment and not with a view to distribution and agree
that the Stock will not be disposed of except pursuant to an effective
registration statement, unless the Company shall have received an opinion
of counsel that such disposition is exempt from such requirement under
the Securities Act of 1933 and any applicable state securities laws. The
Company may endorse on certificates representing shares delivered
pursuant to an Award such legends referring to the foregoing
representations or restrictions or any applicable restrictions applicable
on resale as the Company, in its discretion, shall deem appropriate.
(d) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to shareholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases. The adoption of the
Plan does not confer upon any employee any right to continued employment
with the Company or a Subsidiary, or affect the right of the Company or
any Subsidiary to terminate employment of any of its employees at any
time.
(e) Governing Law. The Plan and all Awards made and actions taken
thereunder shall be governed by and construedin accordance with laws
of the State of South Carolina.
20. Effective Date. The Plan shall become effective on February 14, 1991,
the date of its adoption by the Board subject, however, to the approval of the
Plan by the shareholders of the Company at their next Annual meeting. Subject
to approval by the Shareholders, and to the requirement that no Stock may be
issued hereunder prior to such approval, Awards may be granted hereunder on and
after adoption of the Plan by the Board. Unless shareholder approval is
obtained by February 13, 1992, this Plan and any Award granted hereunder shall
become void thereafter.
- 12 -
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
(LOGO)
Springs Industries, Inc.
Executive Offices C. Powers Dorsett
P.O. Box 70 Vice President -
Fort Mill, SC 29716 General Counsel and Secretary
803/547-3768
February 28, 1992
Springs Industries, Inc.
205 N. White Street
Fort Mill, South Carolina 29715
RE: SPRINGS INDUSTRIES, INC.
1991 INCENTIVE STOCK PLAN
FORM S-8 REGISTRATION STATEMENT
Ladies and Gentlemen:
This opinion is given in my capacity as General Counsel of Springs Industries,
Inc., a South Carolina Corporation (the "Company"), in connection with the
registration of 850,000 shares of the $.25 par value Class A Common Stock (the
"Shares") of the Company. The shares are being registered with the Securities
and Exchange Commission on Form S-8 in connection with the Company's 1991
Incentive Stock Plan (the "Plan").
Based upon my review of the relevant documents and materials, it is my opinion
that the shares will, when issued according to the terms of the Plan, be
legally issued, fully paid and nonassessable shares of Common Stock of the
Company.
I hereby consent to the filing of this opinion as an exhibit to such
registration statement.
By: /s/ C. Powers Dorsett
---------------------------
C. Powers Dorsett
Vice President-General Counsel and
Secretary
(LOGO)
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-46260 of Springs Industries, Inc. on
Form S-8 or our reports dated February 1, 1993, appearing and incorporated by
reference in the Annual Report on Form 10-K of Springs Industries, Inc. for the
year ended January 2, 1993, and of our reports dated January 27, 1992,
appearing and incorporated by reference in the Annual Report of Form 10-K of
Springs Industries, Inc. for the year ended December 28, 1991.
/s/ Deloitte & Touche
- ----------------------
DELOITTE & TOUCHE
Charlotte, North Carolina
March 30, 1994
