SAFETY COMPONENTS INTERNATIONAL INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>3
<FILENAME>d26124_ex10-5.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

                                  Exhibit 10.5

                              EMPLOYMENT AGREEMENT


     THIS AGREEMENT (this  "Agreement") dated as of the 18 day of May, 2001 (the
"Effective  Date"),  is made and entered into by and between  Safety  Components
International,  Inc., a Delaware corporation (the "Company"),  and John C. Corey
("Employee").

                                   WITNESSETH:

     WHEREAS, the Company and the Employee wish to enter into this new agreement
to  replace  and  supercede  any and all prior  agreements  and  understandings,
including,  but not limited  to, that  contemplated  by that  certain  Motion of
Safety Components for Order,  Pursuant to 11 U.S.C.  ss.ss.105(a) and 363(b)(1),
Approving and Authorizing  Implementation of Employee  Severance Program for Key
Executives  dated May 24,  2000  filed by the  Company  with the  United  States
District  Court for the District of Delaware in connection  with its  bankruptcy
proceeding in that court pursuant to Chapter 11 of the United States  Bankruptcy
Code (as permitted thereby); and

     WHEREAS,  the  Company  desires  to  continue  to  employ  Employee  as the
Company's  President  and Chief  Executive  Officer,  and  Employee  desires  to
continue to be employed  by the  Company,  each upon the terms set forth in this
Agreement;

     NOW  THEREFORE,  in  consideration  of the  premises  and mutual  covenants
contained herein and for other good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties agree as follows:

     1. Employment. The Company hereby continues to employ Employee and Employee
hereby  accepts  the  continued  employment  with the  Company  for the Term (as
defined  below),  in the position and with the duties and  responsibilities  set
forth in Section 3 below, and upon the other terms and subject to the conditions
hereinafter stated.

     2. Term. Except as otherwise  specifically provided in Section 7 below, the
term of Employee's  employment  under this Agreement (the "Term") shall commence
as of the Effective  Date,  and shall  continue  until  terminated in accordance
with, and subject to, the terms and conditions of this Agreement.

     3. Position, Duties, Responsibilities and Services.

          3.1 Position,  Duties and Responsibilities.  During the Term, Employee
     shall serve as the Company's  President and Chief  Executive  Officer,  and
     shall be responsible for the duties attendant to such office,  which duties
     will be generally  consistent with his position as an executive  officer of
     the Company, and such other managerial duties and responsibilities with the
     Company,  its  subsidiaries or divisions as may be assigned by the Board of
     Directors  of the




<PAGE>

     Company  (the  "Board").   Additionally,  the  Company  will  nominate  and
     recommend  Employee  for  election to the Board for each fiscal year during
     the Term.  Employee shall be subject to the  supervision and control of the
     Board and the  provisions of the by-laws of the Company.  Employee shall be
     based in Greenville, South Carolina.

          3.2  Services  to be  Provided.  During the Term,  Employee  shall (i)
     devote his full working time,  attention and energies to the affairs of the
     Company and its  subsidiaries  and divisions,  (ii) use his best efforts to
     promote  its and their best  interests,  (iii)  faithfully  and  diligently
     perform his duties and responsibilities hereunder, and (iv) comply with and
     be bound by the Company's  operational  policies,  procedures and practices
     from time to time in effect during the Term.  This  Agreement  shall not be
     construed as preventing Employee from serving as an outside director of any
     other  company or from  investing his assets in such form or manner as will
     not  require a  material  amount of his time,  in each case  subject to the
     confidentiality, non-competition and non-solicitation obligations contained
     in Sections 8 and 9 below as such obligations are reasonably interpreted by
     the Board.

     4. Compensation.

          4.1 Base  Salary.  Employee  shall be paid a base  salary  (the  "Base
     Salary") at an annual rate of three  hundred and fifteen  thousand  dollars
     ($315,000),  payable at such intervals as the other  executive  officers of
     the Company  are paid,  but in any event at least on a monthly  basis.  The
     Base  Salary  shall  be  subject  to  increase  by the  Board,  in its sole
     discretion,  upon the recommendations of the Compensation  Committee of the
     Board  (the  "Committee"),   taking  into  account  merit,   corporate  and
     individual  performance and general business conditions,  including changes
     in the cost of living index.

          4.2 Bonus Compensation.

               (a)  MIP  Plan;   Annual   Bonuses.   Employee's   annual   bonus
          compensation  entitlement  for  each of the  fiscal  years of the Term
          generally  shall be pursuant to the terms of the Management  Incentive
          Plan of the Company (the "MIP Plan"),  or in accordance with a formula
          or other bonus plan to be  established  by the Committee in advance of
          each such fiscal year;  provided,  however,  that with respect only to
          termination  of  employment  by  reason  of  death,   Disability,   or
          termination  of employment  other than for Cause (as the foregoing are
          described  in Sections  7.1,  7.2, and 7.4),  and  provided  that such
          termination  occurs more than six months  after the  beginning  of the
          then current  fiscal year,  then  Employee (or his  beneficiary  under
          Section 7.1) shall also be entitled to a pro-rated  annual bonus based
          upon the  proportion  of the fiscal year  during  which  Employee  was
          actively employed, but payable only if and when the annual bonus would
          have been paid if no termination had occurred.

                                       2
<PAGE>

               (b) Special Change of Control Bonus. In addition,  in the event a
          Change of Control (as defined in Section 7 below) occurs:

                     (i)    while  the  Employee  is  still   employed  in  good
                            standing under this Agreement; or

                     (ii)   to the extent  Employee has  surrendered his Class A
                            Options in exchange  for stock  appreciation  rights
                            (provided,  that Employee's  Option Grant so permits
                            and such  surrender  occurs  during the time  period
                            required  by the  Grant),  within  twenty-four  (24)
                            months  following  the  Employee's   termination  by
                            Employer  other  than for  Cause or  termination  by
                            Employee  by reasons of a  Constructive  Termination
                            (each as provided  in Section  7.4 below),  provided
                            the  Change of  Control  has  occurred  within  such
                            twenty-four (24) month period; or,

                     (iii)  in the event that  Employee has been  terminated  by
                            Employer  other than for  Cause,  or in the event of
                            termination  by Employee by reason of a Constructive
                            Termination (each as provided in Section 7.4 below),
                            but only to the extent  Employee has  exercised  his
                            Options  (provided,  that Employee's Option grant so
                            permits);

          then Employee also shall be paid a one-time bonus amount equal to Nine
          Hundred Sixty One Thousand Four Hundred Dollars ($961,400) at the time
          the Change of Control is consummated;  provided, that subsection (iii)
          shall apply only to the extent  that the Change of Control  occurs and
          is  consummated  within  ten years  following  the date of  Employee's
          termination  of  employment  at a time when  Employee  is still  alive
          (regardless  of  whether  he is  still  receiving  severance  or other
          payments).

               (c) Provisions  Applicable to All Bonus  Payments.  All issues of
          interpretation in connection with the calculation of any and all bonus
          compensation  of Employee  shall be resolved by the  Committee  in its
          reasonable discretion. The Company shall pay the bonus compensation to
          Employee for each fiscal year of the Term within 30 days following the
          completion  by the Company's  certified  public  accountants  of their
          audit of the Company's financial  statements for each such fiscal year
          (or, in the event of a Special Bonus under  Subsection  (b), within 60
          days of the occurrence of all events necessary to trigger such Special
          Bonus);  or, if the employment of Employee shall have been  terminated
          for any reason prior to such date, in accordance with Section 7 below.



                                       3
<PAGE>

          4.3 Stock Options.

               (a) Initial  Grant;  Other Grants In General.  The Company hereby
          agrees to cause the  issuance  to Employee  of stock  options  ("Stock
          Options") to purchase 173,200 shares of common stock,  $.0l par value,
          of the Company  ("Common  Stock") on the date of this  Agreement.  The
          foregoing  initial  grant of Stock  Options  shall  consist of Class A
          Options to purchase 110,000 shares of Common Stock and Class B Options
          to  purchase  63,200  shares of Common  Stock  (each as defined in and
          subject  to the  Employee's  Stock  Option  Agreement  and Grant  (the
          "Grant")  and the  Company's  2001 Stock  Option  Plan,  as amended in
          effect from time to time (the "Stock Option Plan").  Additional grants
          of Stock  Options to  Employee,  if any,  shall be  considered  by the
          Committee on or before April 1 of each year during the Term, and shall
          be subject to grant in the sole  discretion of the  Committee,  taking
          into account merit,  corporate and individual  performance and general
          business conditions.

               (b) Class C Grant.  In the event that both (i)  Employee is still
          employed  in good  standing  on  April 1,  2002  and (ii) a Change  of
          Control  (as  defined in Section  7.4  below) has not  occurred  on or
          before that date, then Employee also shall be awarded additional Class
          C Stock Options to purchase 36,800 shares of Common Stock, which shall
          be vested and exercisable in accordance with the Stock Option Plan and
          Grant.  If a Change of Control has occurred prior to April 1, 2002, at
          a time when Employee is still employed in good standing, then Employee
          shall be issued (as replacement and in lieu of the above Class C Stock
          Options),  additional  Class B Stock Options to purchase 36,800 shares
          of Common Stock.

               (c) Unless  otherwise  specifically  determined by the Committee,
          all  terms  and  provisions  (including  vesting  and  exercisability)
          governing  Employee's  Stock Options (both the foregoing Stock Options
          and any other  options) shall be governed by the Stock Option Plan and
          the Non-statutory  Stock Option Agreement and Grant thereunder between
          the Company and Employee.

     5. Employment Benefits.

          5.1 Benefit Programs.  During the Term,  Employee shall be entitled to
     participate  in and receive  benefits  made  available  now or hereafter to
     executive officers of the Company under all benefit programs,  arrangements
     or perquisites of the Company, including, but not limited to, 401(k) plans,
     hospitalization,  surgical,  dental and major medical coverage,  short-term
     and long-term  disability and life insurance,  provided that Employee meets
     the generally applicable eligibility requirements for participation in such
     programs and arrangements.

          5.2  Vacation.  During the Term,  Employee  shall be  entitled to such
     vacation with pay during each year of his employment  hereunder  consistent
     with the policies of the



                                       4
<PAGE>

     Company, but in no event less than four (4) weeks in any such calendar year
     (pro-rated  as  necessary  for  partial  calendar  years  during the Term);
     provided,  however,  that the vacation days taken do not interfere with the
     operations  of the  Company.  Such  vacation  may be taken,  in  Employee's
     discretion,  at  such  time  or  times  as are not  inconsistent  with  the
     reasonable business needs of the Company. Employee shall not be entitled to
     any  compensation  in lieu of  vacation  in the event  that  Employee,  for
     whatever reason,  including  termination of employment,  fails to take such
     vacation during any year of his employment  hereunder.  Employee shall also
     be entitled  to all paid  holidays  given by the  Company to its  executive
     officers.

          5.2  Supplemental  Medical  Insurance.   Subject  to  availability  on
     commercially  reasonable terms, during the Term, the Company shall maintain
     in effect and pay the premiums for a supplemental  medical insurance policy
     (separate  from any medical  insurance  policies  referenced in Section 5.1
     hereof)  providing  for  reimbursement  covering  Employee and his eligible
     dependents  (consistent  with past practice) under the Company's  generally
     available  medical  plan for most  uncovered  expenses up to five  thousand
     dollars ($5,000.00) per diagnosis per year.

          5.3 Car Allowance. During the Term, the Company shall pay Employee, on
     the  first day of each  month,  a monthly  automobile  allowance  of twelve
     hundred dollars ($1,200.00) to pay for the costs associated with Employee's
     local transportation expenses.

          5.4  Country  Club  Expenses.  During  the  Term,  the  Company  shall
     reimburse  Employee,  on the first day of each month,  for his country club
     fees in an amount not to exceed three hundred  sixty dollars  ($360.00) per
     month. The Company shall also pay, on behalf of Employee,  for country club
     initiation  fees  in  an  amount  not  to  exceed  a  one-time  payment  of
     twenty-five thousand dollars ($25,000).

          5.5 Life  Insurance.  During the Term,  the  Company  shall  reimburse
     Employee,  upon  presentation  of  appropriate  vouchers or  receipts,  for
     premiums paid by the Employee to maintain in effect a life insurance policy
     or policies covering Employee, the beneficiary of which shall be designated
     by Employee;  provided,  however,  that the amounts to be reimbursed by the
     Company  under this  section  shall not  exceed  fifteen  thousand  dollars
     ($15,000.00) per annum.

          5.6  Taxes.   Employee  shall  be  responsible   for  any  income  tax
     liabilities  arising out of the Company's  payment or  reimbursement of any
     amounts described in this Section 5.

     6.  Expenses.  During the Term, the Company shall  reimburse  Employee upon
presentation  of  appropriate  vouchers or receipts and in  accordance  with the
Company's  expense  reimbursement  policies  for  executive  officers,  for  all
reasonable travel and entertainment  expenses incurred by Employee in connection
with the performance of his duties under this Agreement.


                                       5
<PAGE>

     7. Consequences of Termination of Employment.

          7.1  Death.  In the event of the death of  Employee  during  the Term,
     Employee's  employment  hereunder shall be terminated as of the date of his
     death, and Employee's  designated  beneficiary,  or, in the absence of such
     designation,  the estate or other legal representative of Employee shall be
     paid  Employee's  unpaid Base Salary (but no Bonus  Compensation  except as
     specifically  provided in Section 4.2(a) with respect to a prorated  annual
     bonus)  through  the end of the month in which the death  occurs.  No other
     benefits   shall  be  payable  under  this  Section  7  due  to  Employee's
     termination in the event of death.

          7.2 Disability. In the event that Employee is reasonably determined to
     be disabled as that term is defined in the Company's  long term  disability
     plan in effect from time to time (the "LTD Plan"),  the Company  shall have
     the right to terminate Employee's employment under this Agreement by giving
     Employee ten (10) days' prior  written  notice.  If  Employee's  employment
     hereunder is so  terminated,  Employee  shall  continue to receive his Base
     Salary  (but no Bonus  Compensation  except  as  specifically  provided  in
     Section  4.2(a) with respect to a prorated  annual  bonus) from the date of
     termination until such time as Employee begins receiving benefits under the
     LTD Plan.  No other  benefits  shall be payable under this Section 7 due to
     Employee's  termination  in the event the Committee  reasonably  determines
     that  the  Company's  termination  of  Employee's  employment  was  due  to
     disability.

          7.3 Termination of Employment by the Company for Cause.

               (a) Nothing  herein shall  prevent the Company  from  terminating
          Employee's  employment  under this  Agreement for Cause.  In the event
          Employee is terminated  for Cause,  Employee  shall be paid his unpaid
          Base Salary (but no Bonus  Compensation)  through the end of the month
          in which the  termination  occurs.  The term "Cause",  as used herein,
          shall  mean  any act,  action  or  series  of acts or  actions  or any
          omission,  omissions, or series of omissions which result in, or which
          have  the  effect  of  resulting  in,  any of the  following:  (i) the
          Employee's  commission of fraud,  embezzlement  or theft in connection
          with the Employee's duties for the Company or any Subsidiary; (ii) the
          Employee's  commission of a misdemeanor  involving  moral turpitude or
          the  Employee's  commission of a felony;  (iii) the wrongful  material
          damage to Company or  Subsidiary  property by the  Employee;  (iv) the
          wrongful disclosure of any secret process or confidential  information
          of  the  Company  or  any   Subsidiary;   (v)  the  violation  of  any
          non-disclosure, non-solicitation or non-competition covenants to which
          the Employee is subject;  (vi) the  Employee's  intentional or grossly
          negligent  breach  of any  stated  material  employment  policy of the
          Company or any Subsidiary;  or (vii) the Employee's  refusal to follow
          reasonable  directions or instructions of a more senior officer or the
          Board as to which the Company has notified the Employee in writing and
          such refusal  shall have  continued for a period of three (3) business
          days after actual receipt of such notice.

                                       6
<PAGE>

               (b)  Termination  of  employment  of  Employee  pursuant  to this
          Section 7.3 shall be made by delivery to Employee of a letter from the
          Chairman of the Board  generally  setting forth a  description  of the
          conduct which  provides the basis for a  termination  of employment of
          Employee for Cause.

          7.4 Termination of Employment Other than for Cause.

               (a) Termination.  The Employee's  employment under this Agreement
          may be  terminated:  (i) by the  Company (in  addition to  termination
          pursuant  to Sections  7.1,  7.2 or 7.3 above) at any time and for any
          reason; or (ii) by the Employee at any time and for any reason.

               (b) Severance and Non-Competition Payments.

                    (1) If this  Agreement is  terminated  by the Company  other
               than by reason of death or  disability  or for Cause,  or if this
               Agreement is terminated  by Employee by reason of a  Constructive
               Termination (as defined below) and such termination is other than
               in connection  with a Change of Control (as defined  below),  the
               Company  shall  pay  Employee  a  severance  and  non-competition
               payment equal to two (2) times the Employee's Base Salary (but no
               Bonus  Compensation)  at the time of termination.  Such severance
               and  non-competition  payment  shall be payable in equal  monthly
               installments  commencing on the first day of the month  following
               termination  and  continuing  for a  total  of  twenty-four  (24)
               months;  provided, that in the event such a termination occurs on
               or before October 31, 2001, then the foregoing  twenty-four  (24)
               month period and the corresponding dollar amount of severance and
               non-competition payments shall be increased by one month for each
               full calendar month by which such termination  precedes  November
               1, 2001. In addition, the Company shall provide, at no expense to
               the Employee for the eighteen (18) month COBRA period,  continued
               health insurance  coverage as in effect from time to time for the
               Employee and, to the extent they continue to be eligible for such
               coverage  under  COBRA,  his  dependents  who were covered by the
               Company's  health   insurance  plan  immediately   prior  to  his
               termination of employment.

                    (2) For  the  purposes  of  this  agreement,  a  "Change  of
               Control" will be deemed to have occurred upon:

                            (i)    the  acquisition by any one person or a group
                                   of  associated   persons  (the  "Person")  of
                                   beneficial  ownership  (within the meaning of
                                   Rule 13d-3 under the Securities  Exchange Act
                                   of 1934,  as amended) of the shares of Common
                                   Stock  then  outstanding  (the   "Outstanding
                                   Common  Stock") or the voting  securities  of
                                   the Company then outstanding entitled



                                       7
<PAGE>

                                   to  vote   generally   in  the   election  of
                                   directors    (the     "Outstanding     Voting
                                   Securities"),    if   such   acquisition   of
                                   beneficial  ownership  would  result  in such
                                   Person     beneficially     owning     either
                                   individually  or in the  aggregate  50.1%  or
                                   more of the Outstanding Common Stock or 50.1%
                                   or more of the  combined  voting power of the
                                   Outstanding  Voting   Securities;   provided,
                                   however,   that  immediately  prior  to  such
                                   acquisition  such  Person(s) was not a direct
                                   or indirect beneficial owner of 50.1% or more
                                   of the  Outstanding  Common Stock or 50.1% or
                                   more  of  the   combined   voting   power  of
                                   Outstanding  Voting  Securities,  as the case
                                   may be; and provided further,  however,  that
                                   if such  acquisition is by a person who was a
                                   shareholder  of the Company as of October 31,
                                   2000, then a Change of Control does not occur
                                   unless   both   this   Subsection   (i)   and
                                   Subsection    (iii)'s    change    in   Board
                                   composition provisions are met; or

                            (ii)   approval by the  stockholders  of the Company
                                   of a reorganization,  merger,  consolidation,
                                   substantial liquidation or dissolution of the
                                   Company,   sale  or  disposition  of  all  or
                                   substantially   all  of  the  assets  of  the
                                   Company, or similar corporate transaction (in
                                   each case  referred to herein as a "Corporate
                                   Transaction"); provided, however, in any such
                                   case,  payment  of any  benefits,  or amounts
                                   (cash,   stock   or   otherwise)   shall   be
                                   conditioned  upon the actual  consummation of
                                   such Corporate Transaction; or

                            (iii)  a change in the composition of the Board such
                                   that the individuals who,  immediately  prior
                                   to the Effective  Date,  constitute the Board
                                   (such  Board  hereinafter  referred to as the
                                   "Incumbent  Board")  cease for any  reason to
                                   constitute  at least a majority of the Board;
                                   provided,  however,  that any  individual who
                                   becomes   a  member   of  the   Board  on  or
                                   subsequent  to  the   Effective   Date  whose
                                   election,  or nomination  for election by the
                                   Company's  stockholders,  was as a result  of
                                   the  retirement,  resignation or removal of a
                                   Board  member  in  the  ordinary   course  of
                                   business  and  was  approved  by a vote of at
                                   least a majority of those individuals who are
                                   members  of  the  Board  and  who  were  also
                                   members of the Incumbent  Board (or deemed to
                                   be such  pursuant to this  proviso)  shall be
                                   considered as though such  individual  were a
                                   member of the Incumbent Board; but, provided,
                                   further,   that  any  such  individual  whose
                                   initial  assumption  of  office  occurs  as a
                                   result of



                                       8
<PAGE>

                                   either  an  actual  or  threatened   election
                                   contest  (as  such  terms  are  used  in Rule
                                   l4a-11 of Regulation 14A under the Securities
                                   Exchange Act of 1934 (as amended from time to
                                   time),  including any successor to such Rule)
                                   or other actual or threatened solicitation of
                                   proxies  or  consents  by or on  behalf  of a
                                   Person(s)  other than the Board  shall not be
                                   so  considered  as a member of the  Incumbent
                                   Board.

                    (3)  For  purposes  of  this   Agreement,   a  "Constructive
               Termination" shall be deemed to have occurred upon the Employee's
               voluntary  termination of employment  within 60 days (or 120 days
               in the event a Change of Control also has occurred) following the
               occurrence  of  any  of  the  following:  (a)  a  change  in  the
               Employee's  duties  or  responsibilities,  or  a  change  in  the
               Employee's reporting relationships, either of which results in or
               reflects a material  diminution of the scope or importance of the
               Employee's  responsibilities;  (b) a reduction in the  Employee's
               then current base salary or annual target bonus;  (c) a reduction
               in the level of  benefits  available  or awarded to the  Employee
               under employee and officer benefit plans and programs  including,
               but  not  limited  to,   annual  and   long-term   incentive  and
               stock-based  plans and programs (other than as part of reductions
               in such benefit plans or programs  affecting  similarly  situated
               employees  of the  Company);  (d)  any  failure  of any  acquirer
               following  a  Change  of  Control  to  agree  to be bound by this
               Agreement,   or  (e)  a  relocation  of  the  Employee's  primary
               employment  location which is more than 50 miles from his current
               primary  employment  location;   provided,   however,   that  for
               Constructive  Termination  to have been deemed to have  occurred,
               the Employee must give the Company  written  notice,  at least 30
               days  prior to the date the  Employee  intends to  terminate  his
               employment,  providing a description  of the events  constituting
               Constructive  Termination hereunder and, in the event the Company
               corrects or cures such events prior to the  conclusion of such 30
               day  period,  then  Constructive   Termination  shall  not  exist
               hereunder. In the event of a Constructive Termination,  except as
               may  specifically be provided to the contrary,  Employer shall be
               treated in the same  manner as if he had been  terminated  by the
               Company without Cause.

                    (4) If  this  Agreement  is  terminated  by the  Company  in
               connection with a Change of Control,  and: (i) if Employee is not
               offered  a  position  with  similar  responsibilities;   or  (ii)
               Employee  is  offered  and  accepts  a  position   with   similar
               responsibilities  but is  terminated  without Cause within twelve
               (12) months after  accepting such position,  then (in lieu of any
               other  severance  payment under this Agreement) the Company shall
               pay Employee a severance and non-competition payment equal to two
               (2) times the Employee's Base Salary (but no Bonus  Compensation)
               at the time of  termination.  Such severance and  non-competition
               payment shall be payable in equal monthly installments commencing
               on  the  first  day  of  the  month  following   termination  and
               continuing for a total of twenty-four (24) months;



                                       9
<PAGE>

               provided,  that in the  event  such a  termination  occurs  on or
               before  October 31, 2001,  then the foregoing  twenty-four  month
               period  shall be  increased  by one month for each full  calendar
               month  by which  such  termination  precedes  November  1,  2001.
               Company also, to the extent  provided in the Grant,  shall permit
               Employee to exercise  his Options (or  surrender  the Options and
               obtain  instead  stock  appreciation   rights  or  other  defined
               payments).  In addition, the Company shall provide, at no expense
               to the  Employee  for  the  eighteen  (18)  month  COBRA  period,
               continued  health  insurance  coverage  as in effect from time to
               time for the Employee and his  dependents who were covered by the
               Company's  health   insurance  plan  immediately   prior  to  his
               termination of employment.

                    (5) If Employee terminates his employment voluntarily, other
               than in the context of a Constructive Termination, Employee shall
               be paid  his  unpaid  Base  Salary  (but no  Bonus  Compensation)
               through the date on which the voluntary termination occurs.

                    (6)  Notwithstanding  anything else in this  Agreement,  the
               cash  component  and  benefits  component  of any  severance  and
               non-competition  payment under this Agreement shall totally cease
               in the event that Employee engages to any extent in a competitive
               employment  or business as  described  in Section 9. In addition,
               the cash component of any severance and  non-competition  payment
               also  shall be reduced  by fifty  percent  (50%) of any amount of
               "Severance  Period  Earnings" (as defined below),  whether or not
               competitive,  to the extent such  Severance  Period  Earnings are
               equal to or less than One Hundred Thousand Dollars  ($100,000) in
               any consecutive  twelve (12) month period. In addition,  the cash
               component of any severance and non-competition payment under this
               Agreement  shall no longer be  payable to any extent in the event
               that  the  Employee  receives  any  amount  of  Severance  Period
               Earnings in excess of One Hundred Thousand Dollars  ($100,000) in
               any  consecutive  twelve (12) month period.  For purposes of this
               Agreement,  Severance  Period  Earnings  shall mean any amount(s)
               received as income from a subsequent  employer or business during
               the period such  severance or  non-competition  amount  otherwise
               would be payable. In addition,  the health insurance continuation
               component of any severance and non-competition payment under this
               Agreement also (except as required by applicable federal or state
               "COBRA"  continuation  laws)  shall no longer  apply in the event
               that the  Employee  becomes  covered,  or becomes  eligible to be
               covered  (even  if  Employee   contribution   or  application  is
               required),  by a group  health  insurance  plan  of a  subsequent
               employer or business.

                                       10
<PAGE>

     8. Confidential Information, Inventions.

          8.1 The Employee agrees not to use, disclose or make accessible to any
     other  person,  firm,  partnership,  corporation  or any other  entity  any
     Confidential  Information (as defined below)  pertaining to the business of
     the  Company  or any  entity  controlling,  controlled  by or under  common
     control with the Company (each an "Affiliate") except (i) while employed by
     the  Company in the  business  of and for the benefit of the Company or its
     Affiliates  or  (ii)  when  required  to  do  so by a  court  of  competent
     jurisdiction,  by any governmental agency having supervisory authority over
     the  business of the Company or its  Affiliates,  or by any  administrative
     body or legislative body (including a committee  thereof) with jurisdiction
     to order  the  Company  or its  Affiliates  to  divulge,  disclose  or make
     accessible such information. For purposes of this Agreement,  "Confidential
     Information"  shall mean  non-public  information  concerning the Company's
     financial  data,   statistical  data,  strategic  business  plans,  product
     development  (or other  proprietary  product  data),  customer and supplier
     lists,  customer  and  supplier  information,   pricing  data,  information
     relating to  governmental  relations,  discoveries,  practices,  processes,
     methods, trade secrets, developments (as defined below) marketing plans and
     other non-public,  proprietary and confidential  information of the Company
     or its Affiliates,  that, in any case, is not otherwise generally available
     to the public and has not been disclosed by the Company, or its Affiliates,
     as the case may be, to others not subject to confidentiality agreements. In
     the event the Employee's employment is terminated hereunder for any reason,
     he immediately shall return to the Company all Confidential  Information in
     his possession.

          8.2 Employee  shall make full and prompt  disclosure to the Company of
     all  inventions,   improvements,  ideas,  concepts,  discoveries,  methods,
     developments,   software   and  works  of   authorship,   whether   or  not
     copyrightable,  trademarkable  or  licensable,  which  are  created,  made,
     conceived  or  reduced  to  practice  by  Employee  in the  course of or in
     connection with his services with the Company, whether or not during normal
     working  hours  or on the  premises  of  the  Company  (all  of  which  are
     collectively  referred  to  in  this  Agreement  as  "Developments").   All
     Developments shall be the sole property of the Company, and Employee hereby
     assigns to the Company,  without further  compensation,  all of his rights,
     title and  interests  in and to the  Developments  and any and all  related
     patents,   patent   applications,   copyrights,   copyright   applications,
     trademarks and trade names in the United States and elsewhere.

          8.3 Employee  shall assist the Company in obtaining,  maintaining  and
     enforcing  patent,  copyright  and  other  forms  of legal  protection  for
     intellectual  property in any  country.  Upon the  request of the  Company,
     Employee shall sign all applications,  assignments,  instruments and papers
     and  perform  all acts  necessary  or  desired  by the  Company in order to
     protect its rights and interests in any Developments.

          8.4 The Employee and the Company  agree that this  covenant  regarding
     Confidential  Information and  Developments is a reasonable  covenant under
     the  circumstances,  and further agree that if, in the opinion of any court
     of competent jurisdiction,  such covenant is not reasonable in any respect,
     such court shall have the right,  power and  authority  to excise or modify

                                       11
<PAGE>

     such  provision or provisions of this covenant as to the court shall appear
     not  reasonable and to enforce the remainder of the covenant as so amended.
     The  Employee  agrees  that any breach of the  covenant  contained  in this
     Section 8 would  irreparably  injure the  Company  and/or  its  Affiliates.
     Accordingly, the Employee agrees that the Company and/or its Affiliates, in
     addition  to pursuing  any other  remedies it or they may have in law or in
     equity, may obtain an injunction against the Employee from any court having
     jurisdiction  over the matter,  restraining  any further  violation of this
     Section 8.

          8.5 The  provisions  of this  Section 8 shall  extend for the Term and
     shall further  extend for the greater of (x) the period in which  severance
     and non-competition payments are made pursuant to this Agreement or (y) two
     years from the date this  Agreement is  terminated.  The provisions of this
     Section 8 shall survive any termination of this Agreement.

     9. Non-Competition, Non-Solicitation.

          9.1 The  Employee  agrees that during the  Non-Competition  Period (as
     defined in Section 9.4 below),  without  the prior  written  consent of the
     Company:  (a) he shall not, within the Territory (as defined in Section 9.5
     below),  directly  or  indirectly,  either as  principal,  manager,  agent,
     consultant,  officer, director, greater than two (2%) percent holder of any
     class or series of equity securities, partner, investor, lender or employee
     or in any other  capacity,  carry on, be engaged  in or have any  financial
     interest in or otherwise be connected  with,  any entity which is now or at
     the time,  has  material  operations  which  are  engaged  in any  business
     activity  competitive  (directly  or  indirectly)  with the business of the
     Company or its Affiliates  (currently (i) the  manufacture  and sale of (x)
     automotive  airbag fabric and cushions,  (y) value-added  synthetic fabrics
     used in a variety of niche  industrial and commercial  applications and (z)
     metal  airbag,   industrial  and  ordinance  components  and  (ii)  systems
     integration and manufacturing for ordnance programs)  including,  for these
     purposes,  any business in which,  at the  termination  of his  employment,
     there  was a  bona  fide  intention  on the  part  of  the  Company  or its
     Affiliates  to engage  in the  future;  and (b) he shall  not,  within  the
     Territory  (as defined in Section 9.5  below),  on behalf of any  competing
     entity,  directly or  indirectly,  have any  dealings  or contact  with any
     suppliers or customers of the Company or its Affiliates.

          9.2 During the Non-Competition  Period,  Employee agrees that, without
     the prior  written  consent of the Company (and other than on behalf of the
     Company),  Employee shall not, on his own behalf or on behalf of any person
     or entity,  directly or  indirectly,  hire or solicit the employment of any
     employee who has been employed by the Company or its Affiliates at any time
     during  the six (6)  months  immediately  preceding  such date of hiring or
     solicitation.

          9.3  The  Employee  and  the  Company  agree  that  the  covenants  of
     non-competition  and  non-solicitation  are reasonable  covenants under the
     circumstances,  and  further  agree that if, in the opinion of any court of
     competent  jurisdiction  such  covenants are not reasonable in any respect,
     such court shall have the right,  power and  authority  to excise or modify
     such  provision  or  provisions  of these  covenants  as to the court shall
     appear not reasonable  land to



                                       12
<PAGE>

     enforce the remainder of these covenants as so amended. The Employee agrees
     that  any  breach  of the  covenants  contained  in  this  Section  9 would
     irreparably  injure the Company  and/or its  Affiliates.  Accordingly,  the
     Employee  agrees that the  Company  and/or its  Affiliates,  in addition to
     pursuing  any other  remedies it or they may have in law or in equity,  may
     obtain  an   injunction   against  the  Employee   from  any  court  having
     jurisdiction  over the matter,  restraining  any further  violation of this
     Section 9.

          9.4 The  provisions  of this  Section 9 shall  extend for the Term and
     shall further extend for any period  following the date of the  termination
     of Employee's  employment  for any reason during which the Employee (or his
     dependents) is receiving  severance and/or  non-competition  payment and/or
     extended  benefits  coverage  from the Company  (herein  referred to as the
     "Non-Competition  Period").  The provisions of this Section 9 shall survive
     any termination of this Agreement.

          9.5 For purposes of this Agreement, "Territory" shall mean:

               (a)  Europe;

               (b)  The United Kingdom;

               (c)  Germany;

               (d)  The Czech Republic;

               (e)  Japan;

               (f)  Mexico;

               (g)  The United States; and

               (h)  Any state  within the United  States in which the Company or
               its Affiliates does business during the Term.

     10. Compliance with Internal Revenue Codess.280G.

          10.1 All  provisions of this  Agreement  which are  contingent  upon a
     change of control  and  "parachute  payments"  as defined by Code ss.  280G
     ("parachute  payments")  shall in all cases be subject and contingent  upon
     the  approval  by a separate  vote of the  persons  who owned,  immediately
     before  the  change  in  ownership  or  control  which  would  trigger  the
     application of Code ss. 280G, more than  seventy-five  (75%) percent of the
     voting power of all  outstanding  stock of the Company.  Such  seventy-five
     (75%) percent vote shall be made  following  adequate  disclosures  to such
     voting persons of all material facts



                                       13
<PAGE>

     concerning  all such  material  parachute  payments,  and such  vote  shall
     determine the right of the  individual to receive or retain such  parachute
     payment.

          10.2  Notwithstanding  the foregoing,  the provisions of  subparagraph
     10.1 shall not apply in the event that a substantial  portion of the assets
     of the Company  consists  directly or  indirectly of stock in a corporation
     and any  ownership  interest  in such  entity  is  readily  tradable  on an
     established  securities  market  or  otherwise.  To the  extent  that it is
     determined by the Company's  independent  auditors that  Codess.ss.280G and
     4999 apply due to this  existence  of readily  tradable  stock or interest,
     then Employee's payments which are deemed to be contingent upon a change of
     control  shall be  increased  by an amount that the  Company's  independent
     auditors  determine  equals twenty (20%) percent (or any lesser  percentage
     amount equal to the excise tax  percentage  in  Codess.4999  applicable  to
     Employee) of the "excess parachute payment" under Code ss.280G,  calculated
     without taking into account this additional payment. The provisions of this
     paragraph  shall  in  all  events  be  interpreted  so  as to  comply  with
     Codess.280G(b)(5)  and the  regulations,  proposed  regulations  and  other
     official guidance thereunder.

     11.  Notices.  All notices and other  communications  hereunder shall be in
writing and shall be deemed to have been given if delivered  personally  or sent
by facsimile  transmission,  overnight  courier,  or  certified,  registered  or
express  mail,  postage  prepaid.  Any such notice shall be deemed given when so
delivered  personally  or  sent  by  facsimile  transmission  (provided  that  a
confirmation copy is sent by overnight  courier),  one day after deposit with an
overnight courier,  or if mailed, five (5) days after the date of deposit in the
United States mails, as follows:

          To the Company:

                 Safety Components International, Inc.
                 41 Stevens Street
                 Greenville, South Carolina  29605
                 Telephone:    (864) 240-2700
                 Fax: (864) 240-2701

                 Attention:   Vice President of Human Resources

          To Employee:

                 John C. Corey
                 210 Stonebrook Farm Way
                 Greenville, South Carolina  29615

     12. Entire Agreement.  This Agreement contains the entire agreement between
the  parties  hereto  with  respect  to  the  matters  contemplated  herein  and
supersedes all prior agreements or  understandings  among the parties related to
such matters.



                                       14
<PAGE>

     13. Binding Effect.  Except as otherwise  provided  herein,  this Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns and upon Employee.  "Successors and assigns" shall mean, in the case
of the Company, any successor pursuant to a merger,  consolidation,  or sale, or
other transfer of all or substantially  all of the assets or common stock of the
Company.

     14. No  Assignment.  This  Agreement  shall not be  assignable or otherwise
transferable  by  Employee.  The  Company  shall  have the right to assign  this
Agreement  to any  successor  or any  Affiliate  which agrees to be bound by the
terms hereof.

     15. Amendment or Modification:  Waiver.  No provision of this Agreement may
be amended or waived unless such  amendment or waiver is authorized by the Board
and is agreed to in writing, signed by Employee and by an officer of the Company
thereunto duly  authorized.  Except as otherwise  specifically  provided in this
Agreement,  no waiver by either  party  hereto of any breach by the other  party
hereto of any  condition or provision of this  Agreement to be performed by such
other party  shall be deemed a waiver of a similar or  dissimilar  provision  or
condition at the same or at any prior or subsequent time.

     16. Governing Law. The validity, interpretation,  construction, performance
and  enforcement of this Agreement shall be governed by the internal laws of the
State of South Carolina, without regard to its conflicts of law rules.

     17. Titles.  Titles to the Sections in this  Agreement are intended  solely
for  convenience  and no  provision  of this  Agreement  is to be  construed  by
reference to the title of any Section.

     18.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  which  together shall  constitute one agreement.  It shall not be
necessary  for each  party to sign each  counterpart  so long as each  party has
signed at least one counterpart.

     19. Severability.  Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of  such  invalidity  or  unenforceability  without
rendering  invalid or  unenforceable  the remaining terms and provisions of this
Agreement or affecting  the validity or  enforceability  of any of the terms and
provisions of this Agreement in any other jurisdiction.



                                       15
<PAGE>

     IN WITNESS  THEREOF,  the parties hereto have executed this Agreement as of
the day and year first set forth above.

                               SAFETY COMPONENTS INTERNATIONAL, INC.



                               By:
                                  ----------------------------------------------



                               -------------------------------------------------
                               John C. Corey



                                       16

</TEXT>
</DOCUMENT>
