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EXHIBIT 4.2
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SPRINGS INDUSTRIES, INC.
1991 RESTRICTED STOCK PLAN
FOR OUTSIDE DIRECTORS
1. PURPOSE. The purpose of the Plan is to supplement the compensation paid
to Outside Directors and to increase their proprietary interest in the
Company and their identification with the interests of the Company's
stockholders by grants of annual awards of Class A Common Stock.
2. CERTAIN DEFINITIONS.
(a) "Average Market Price" shall mean the average (rounded to the
nearest cent) of the means between the high and low sales
prices of a share of Class A Common Stock as reported on the New
York Stock Exchange Composite Tape for the ten consecutive
trading days ending in the last trading day prior to the annual
meeting of stockholders of the Company for the year with respect
to which an annual grant of Restricted Shares is automatically
made pursuant to Paragraph 5 of the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Commission" shall mean the Securities and Exchange Commission.
(d) "Common Stock" shall mean the Class A Common Stock, par
value $.25 per share, of the Company.
(e) "Company" shall mean Springs Industries, Inc., a South
Carolina corporation, and any successor thereto.
(f) "Grant Date" shall have the meaning set forth in Paragraph 5 of
the Plan.
(g) "Outside Director" shall mean a member of the Board of Directors
of the Company who, as of the close business on the Grant Date,
is not an employee of the Company or any subsidiary of the
Company. For the purposes hereof, a "subsidiary" of the Company
shall mean any corporation, partnership, or other entity in which
the Company owns, directly or indirectly, an equity interest of
50 percent or more.
(h) "Plan" shall mean this 1991 Restricted Stock Plan for Outside
Directors of the Company.
(i) "Restricted Shares" shall mean shares of Class A Common Stock
automatically granted to an Outside Director pursuant to
Paragraph 5 of the plan.
(j) "Restricted Period" shall mean the period of time specified in
Paragraph 6(a) hereof applicable to all Restricted Shares
granted under the Plan.
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(k) "Retained Distributions" shall mean distributions which are
retained by the Company pursuant to Paragraph 6(b) of the Plan.
(l) "Retainer Fee" shall mean the annual retainer fee earned by each
Outside Director of the Company and which is paid either in cash or
by way of deferral under the Company's Deferred Compensation Plan
for Outside Directors.
3. SHARES SUBJECT TO THE PLAN. Subject to the provisions of Paragraph 9
hereof, the maximum aggregate number of Restricted Shares which may be
issued under the Plan shall be 100,000; provided, however, that any
Restricted Shares issued under the Plan which are forfeited by the terms
of the Plan shall be deemed not to have been issued for the purpose of
this Paragraph 3 and shall again become available for grant while the Plan
is in effect. No fractional shares of Common Stock shall be granted or
issued under the Plan.
The Restricted Shares may be, in whole or in part, authorized but unissued
shares of Common Stock or shares of Common Stock previously issued and
outstanding and reacquired by the Company.
4. ELIGIBILITY. The only persons eligible to participate in the Plan shall
be Outside Directors.
5. ANNUAL GRANTS. Each Outside Director shall automatically be granted
under the Plan, as of the day before each annual meeting of stockholders
of the Company (the "Grant Date"), commencing with the annual meeting to
be held in 1992, that number of Restricted Shares equal in value to the
Retainer Fee earned by the Director between the date of the preceding
annual meeting of stockholders and the Grant Date divided by the Average
Market Price of the Common Stock on the Grant Date, and, except as
hereinafter provided, the Company shall promptly thereafter issue such
shares, in each case without any further action required to be taken by
the Board or any committee thereof. The Restricted Shares granted to
each Outside Director shall be deemed to have been granted for services
rendered by the Outside Director subsequent to the preceding annual
meeting of stockholders. The Company shall not be required to issue
fractions of Restricted Shares and in lieu thereof any fractional
Restricted Share shall be rounded to the next whole number.
6. RESTRICTION PERIOD; RESTRICTIONS APPLICABLE TO RESTRICTED SHARES;
CERTIFICATES REPRESENTING RESTRICTED SHARES.
(a) All Restricted Shares granted to an Outside Director pursuant to the
Plan shall be subject to the possibility of forfeiture and the
restrictions set forth in Paragraph 6(b) below for a period (the
"Restriction Period") commencing on the date such Restricted Shares
shall have been automatically granted to such Outside Director
pursuant to Paragraph 5 of the Plan and ending on the earliest of the
following events:
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(i) the date such Outside Director ceases to be a director of
the Company by reason of mandatory retirement pursuant to
any policy or plan of the Company applicable to Outside
Directors;
(ii) the date such Outside Director, having been nominated by
the Company for re-election, is not re-elected by the
stockholders of the Company to serve as a member of the
Board;
(iii) the date of death of such Outside Director; or
(iv) the date such Outside Director terminates service on the
Board because of medical or health reasons which render
such Outside Director unable to continue to serve as a
member of the Board;
provided, however, that, in the discretion of the Board on a
case-by-case basis, the Restriction Period applicable to all
Restricted Shares granted to an Outside Director shall end and be
deemed completed for all purposes of the Plan in the event an
Outside Director (a "withdrawing Outside Director") terminates his
or her service as a member of the Board (a) for reasons of
personal or financial hardship; (b) to serve in any governmental,
diplomatic or any other public service position or capacity; (c)
to avoid or protect against a conflict of interest of any kind;
(d) on the advice of legal counsel; or (e) for any other
extraordinary circumstance that the Board determines to be
comparable to the foregoing. The withdrawing Outside Director
shall abstain from participating in any determination made by the
Board with respect to any matter relating to the foregoing.
(b) Restricted Shares, when issued, will be represented by a stock
certificate or certificates registered in the name of the Outside
Director to whom such Restricted Shares shall have been granted.
Each such certificate and any securities constituting Retained
Distributions shall bear a legend in substantially the following
form:
"The shares represented by this certificate are subject
to the terms and conditions (including forfeiture and
restrictions against transfer) contained in the Springs
Industries, Inc., 1991 Stock Plan for Outside Directors.
A copy of such Plan is on file in the office of the
Secretary of Springs Industries, Inc."
Such certificates shall be deposited by such Outside Director with
the Company, together with stock powers or other instruments of
assignment, each endorsed in blank, which will permit transfer to
the Company of all or any portion of the Restricted Shares and any
securities constituting Retained Distributions that shall be
forfeited or that shall not become vested in accordance with the
Plan. Restricted Shares shall constitute issued and outstanding
shares of Class A Common Stock for all corporate purposes. The
Outside Director will have the right to vote such Restricted
Shares,
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to receive and retain all cash dividends paid on such Restricted
Shares and to exercise all other rights, powers and privileges of
a holder of Class A Common Stock with respect to such Restricted
Shares, with the exception that (i) the Outside Director will not
be entitled to delivery of the stock certificate or certificates
representing such Restricted Shares until the Restriction Period
shall have expired and unless all other vesting requirements with
respect thereto shall have been fulfilled, (ii) the Company will
retain custody of the stock certificate or certificates
representing the Restricted Shares during the Restriction Period;
(iii) other than cash dividends, the Company will retain custody
of all distributions ("Retained Distributions") made or declared
with respect to the Restricted Shares (and such Retained
Distributions will be subject to the same restrictions, terms, and
conditions as are applicable to the Restricted Shares) until such
time, if ever, as the Restricted Shares, with respect to which
such Retained Distributions shall have been made, paid or
declared, shall have become vested, and such Retained
Distributions shall not bear interest or be segregated in separate
accounts; (iv) an Outside Director may not sell, assign, transfer,
pledge, exchange, encumber or dispose of any Restricted Shares or
any Retained Distributions during the Restriction Period; and (v)
a breach of any restrictions, terms or conditions provided in the
Plan or established by the Board with respect to any Restricted
Shares or Retained Distributions will cause a forfeiture of such
Restricted Shares and any Retained Distributions with respect
thereto.
7. COMPLETION OF RESTRICTION PERIOD; FORFEITURE. Upon the completion of
the Restriction Period with respect to an Outside Director's Restricted
Shares, and the satisfaction of any other applicable restrictions, terms,
and conditions, all Restricted Shares issued to such Outside Director and
any Retained Distributions with respect to such Restricted Shares shall
become vested. The Company shall promptly thereafter issue and deliver to
the Outside Director new stock certificates or instruments representing
the Restricted Shares and other distributions registered in the name of the
Outside Director or, is deceased, his or her legatee, personal
representative or distributee, which do not contain the legend set forth
in Paragraph 6(b) hereof.
If an Outside Director ceases to be a member of the Board for any reason
other than as set forth in clauses (i) through (iv) of Paragraph 6(a)
hereof or as the Board may otherwise approve in accordance with Paragraph
6(a), then all Restricted Shares issued to such Outside Director and all
Retained Distributions with respect thereto shall be forfeited to the
Company and the Outside Director shall not thereafter have any rights
(including dividend and voting rights) with respect to such Restricted
Shares and Retained Distributions.
8. STATEMENT OF ACCOUNT. Each Outside Director shall receive an annual
statement, on or about June 1, showing the number of Restricted Shares
granted to such Outside Director that year and the aggregate number of
Restricted Shares that have been granted to such Outside Director under
the Plan.
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9. ADJUSTMENT IN EVENT OF CHANGES IN COMMON STOCK. In the event of a
recapitalization, stock split, stock dividend, combination or exchange
of shares, merger, consolidation or liquidation or the like, the
aggregate number and class of Restricted Shares available for grant
under the Plan shall be appropriately adjusted by the Board, whose
determination shall be conclusive.
10. NO RIGHT TO NOMINATION. Nothing contained in the Plan shall confer
upon any Outside Director the right to be nominated for re-election to
the Board.
11. NON-ALIENATION OF BENEFITS. No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment,
hypothecation, pledge, exchange, transfer, encumbrance or charge, and
any attempt to anticipate, alienate, sell, assign, hypothecate,
pledge, exchange, transfer, encumber or charge the same shall be void.
No right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the person
entitled to such benefit. If any Outside Director or beneficiary
hereunder should become bankrupt or attempt to anticipate, alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber, or
charge any right or benefit hereunder, then such right or benefit
shall, in the discretion of the Board, cease and terminate, and in
such event, the Board in its discretion may hold or apply the same or
any part thereof for the benefit of the Outside Director, his or her
beneficiary, spouse, children, or other dependents, or any of them, in
such manner and in such proportion as the Board may deem proper.
12. APPOINTMENT OF ATTORNEY-IN-FACT. Upon the issuance of any Restricted
Shares hereunder and the delivery by an Outside Director of the stock
power referred to in Paragraph 6(b) hereof, such Outside Director
shall be deemed to have appointed the Company, its successors and
assigns, the attorney-in-fact of the Outside Director, with full power
of substitution, for the purpose of carrying out the provisions of
this Plan and taking any action and executing any instruments which
such attorney-in-fact may deem necessary or advisable to accomplish
the purposes hereof, which appointment as attorney-in-fact shall be
irrevocable and coupled with an interest. The Company as
attorney-in-fact for the Outside Director may in the name and stead of
the Outside Director make and execute all conveyances, assignments,
and transfers of the Restricted Shares and Retained Distributions
deposited with the Company pursuant to Paragraph 6(b) of the Plan and
the Outside Director hereby ratifies and confirms all that the
Company, as said attorney-in-fact, shall do by virtue thereof.
Nevertheless, the Outside Director shall, if so requested by the
Company, execute and deliver to the Company all such instruments as
may, in the judgment of the Company, be advisable for the purpose.
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13. WITHHOLDING TAXES.
(a) At the time any Restricted Shares or Retained Distributions
become vested or payable, each Outside Director shall pay to
the Company the amount of any federal, state or local taxes of
any kind required by law to be withheld with respect thereto.
(b) If an Outside Director properly elects (which, apart from any
other notice required by law, shall require that the Outside
Director notify the Company of such election at the time it is
made) within 30 days after the Company issues the certificate
or certificates representing the Restricted Shares to the
Outside Director to include in gross income for federal income
tax purposes an amount equal to the fair market value of such
Restricted Shares at the time of such issuance, he or she
shall pay to the Company in the year of award of such
Restricted Shares the amount of any federal, state or local
taxes required to be withheld with respect to such Restricted
shares.
(c) If an Outside Director shall fail to make the payment required
hereunder, the Company shall, to the extent permitted by law,
have the right to deduct from any payment of any kind
otherwise due to such Outside Director any federal, state or
local taxes of any kind required by law to be withheld with
respect to such Restricted Shares.
14. AMENDMENT AND TERMINATION OF PLAN. The Board may at any time
terminate the Plan or make such amendments to the Plan as it shall
deem advisable; provided, however, that the Board may not, without
approval by the holders of a majority of the voting securities of the
Company present, or represented, and entitled to vote at a meeting,
(i) increase the maximum number of Restricted Shares which may be
granted hereunder in the aggregate (except for adjustments by the
Board as hereinabove provided in Paragraph 9), (ii) revise the formula
pursuant to which the number of Restricted Shares to be granted is
determined as provided in Paragraph 5 hereof, or (iii) modify the
provisions of Paragraph 4 hereof as to eligibility for participation
in the Plan. No termination or amendment of the Plan shall adversely
affect the rights of any Outside Director (without his or her consent)
under any grant previously made.
15. GOVERNMENT AND OTHER REGULATIONS. Notwithstanding any other
provisions of the Plan, the obligations of the Company with respect to
Restricted Shares shall be subject to all applicable laws, rules and
regulations, and such approvals by any governmental agencies as may be
required or deemed appropriate by the Company. The Company reserves
the right to delay or restrict, in whole or in part, the issuance or
delivery of Class A Common Stock pursuant to any grants of Restricted
Shares under the Plan until such time as:
(a) any legal requirements or regulations shall have been met
relating to the issuance of such Restricted Shares or to their
registration, qualification or exemption from registration or
qualification under the Securities Act of 1933 or any
applicable state securities laws; and
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(b) satisfactory assurances shall have been received that such
Restricted Shares when delivered will be duly listed on the
New York Stock Exchange.
16. NON-EXCLUSIVITY OF PLAN. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the
Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements as
it may deem desirable, including without limitation, the awarding of
stock otherwise than under the Plan, and such arrangements may be
either generally applicable only in specific cases.
17. GOVERNING LAW. The Plan shall be governed by, and construed in
accordance with, the laws of the State of South Carolina.
18. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on a date
which is the later of (i) the date the Plan is approved by the
stockholders of the Company entitled to vote at the annual meeting of
stockholders of the Company to be held in 1991, or any adjournment
thereof; and (ii) the date on which the Company receives a favorable
interpretative letter from the Commission to the effect that (x) the
grant of Restricted Shares under the Plan and the ultimate receipt of
Common Stock following completion of the Restriction Period are exempt
from the operation of Section 16(b) of the Exchange Act and (y)
Outside Directors who receive Restricted Shares under the Plan will
continue to be "disinterested persons" within the meaning of Rule
16b-3 under the Exchange Act with respect to administration of the
Company's other stock-related plans in which only employees of the
Company (including officers, whether or not they are directors) and
its subsidiaries may participate.
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