Exhibit 10.8

                  NONSTATUTORY STOCK OPTION AGREEMENT AND GRANT
                                 PURSUANT TO THE
          SAFETY COMPONENTS INTERNATIONAL, INC. 2001 STOCK OPTION PLAN

     This  Nonstatutory  Stock Option  Agreement and Grant is entered into as of
______________  between  SAFETY  COMPONENTS  INTERNATIONAL,   INC.,  a  Delaware
corporation (the "Company"), and ____________________ (the "Optionee").

     WHEREAS, the Company has adopted the Safety Components International,  Inc.
2001 Stock Option Plan (the  "Plan"),  pursuant to which the Company  may,  from
time to time,  grant stock options to and enter into  Nonstatutory  Stock Option
Agreements with, eligible employees and other individuals  providing services to
the Company or any Subsidiary (as defined below);

     WHEREAS,  pursuant to the Plan,  the Company has determined to grant to the
Optionee stock options to purchase  shares of Common Stock (as defined below) of
the Company,  which options shall be subject to the terms and conditions of this
Nonstatutory Stock Option Agreement and Grant.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereby agree as follows:

     1. Definitions.  For purposes of this  Nonstatutory  Stock Option Agreement
and  Grant,  when  capitalized  the  following  terms  shall  have the  meanings
indicated:

          (a) "Act" shall mean the Securities Act of 1933, as amended.

          (b) "Board" shall mean the Board of Directors of the Company.

          (c) "Cause" 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 Optionee's
     commission  of  fraud,   embezzlement  or  theft  in  connection  with  the
     Optionee's  duties for the Company or any  Subsidiary;  (ii) the Optionee's
     commission of a misdemeanor  involving  moral  turpitude or the  Optionee'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  Optionee  is  subject;  (vi) the
     Optionee's  intentional or grossly  negligent breach of any stated material
     employment policy of the Company or any Subsidiary; or (vii) the Optionee's
     refusal to follow  reasonable  directions or  instructions of a more senior
     officer or the Board as to which the Company has  notified  the Optionee in
     writing and such  refusal  shall have  continued  for a period of three (3)
     business days after actual receipt of such notice.


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<PAGE>

          (d) "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  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 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.

          (e) "Class A Option" shall mean the Class A Option to purchase  shares
     of Common Stock granted to the Optionee  pursuant to this Option  Agreement
     and described in Section 2(a) below.

          (f) "Class B Option" shall mean the Class B Option to purchase  shares
     of Common Stock granted to the Optionee  pursuant to this Option  Agreement
     and described in Section 2(b) below.


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<PAGE>

          (g) Intentionally omitted.

          (h) "Code" shall mean the Internal  Revenue Code of 1986,  as amended,
     any  successor  revenue  laws  of the  United  States  and  the  rules  and
     regulations promulgated thereunder.

          (i) "Committee"  shall mean the committee of members of the Board that
     is  designated  by the Board to  administer  the Plan. In the event that no
     such Committee exists or is appointed, "Committee" shall mean the Board.

          (j) "Common  Stock" shall mean the Common  Stock,  par value $0.01 per
     share, of the Company.

          (k)  "Constructive  Termination"  shall mean the Optionee'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: (i) a change in the Optionee's duties or responsibilities,  or a
     change in the Optionee's reporting  relationships,  either of which results
     in or  reflects a material  diminution  of the scope or  importance  of the
     Optionee's  responsibilities;  (ii)  a  reduction  in the  Optionee's  then
     current base salary or annual target bonus;  (iii) a reduction in the level
     of benefits available or awarded to the Optionee 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);  (iv) any  failure  of any  acquirer
     following  a  Change  of  Control  to  agree  to be  bound  by this  Option
     Agreement,  or  (v) a  relocation  of  the  Optionee'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 Optionee must give the Company written notice,
     at least 30 days prior to the date the Optionee  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.

          (l)  "Disability"  shall mean the  inability or failure of a person to
     perform  those  duties  for the  Company  or any  Subsidiary  traditionally
     assigned  to  and  performed  by  such  person   because  of  the  person's
     then-existing physical or mental condition,  impairment or incapacity.  The
     fact of disability  shall be determined by the Committee in its  reasonable
     discretion, and shall be determined using the same definition of disability
     as would  qualify the person for  disability  benefits  under the Company's
     long term  disability  program  generally  applicable  to that person.  The
     Committee may consider such  evidence as it considers  desirable  under the
     circumstances, and the Committee's determination shall be final and binding
     upon all parties.

          (m) "Exercise Date" shall mean the business day, during the applicable
     Option Period,  upon which the Optionee delivers to the Company the written
     notice and consideration contemplated by Section 5 of the Plan.

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<PAGE>

          (n) "Fair Market Value" shall mean the fair market value of the Common
     Stock determined as provided in the Plan.

          (o)  "Family  Member"  shall  mean the  Optionee's  child,  stepchild,
     grandchild,  parent,  stepparent,   grandparent,   spouse,  former  spouse,
     sibling,   niece,   nephew,   mother-in-law,   father-in-law,   son-in-law,
     daughter-in-law,   brother-in-law  or  sister-in-law,   including  adoptive
     relationships, or any person sharing the Optionee's household (other than a
     tenant or employee).

          (p)  "Involuntary  Termination  Without  Cause"  shall mean any of the
     following:  (i) the dismissal of, or the request for the  resignation of, a
     person, by court order, order of any court-appointed  liquidator or trustee
     of the Company, or the order or request of any creditors'  committee of the
     Company  constituted under the federal bankruptcy laws,  provided that such
     order  or  request  contains  no  specific  reference  to  Cause;  (ii) the
     dismissal of, or the request for the  resignation  of, a person,  by a duly
     constituted  corporate  officer of the  Company,  or by the Board,  for any
     reason  other  than  for  Cause;  or  (iii)  the  Optionee's   Constructive
     Termination.

          (q) "Options"  shall mean the Class A Option and the Class B Option to
     purchase  shares of Common Stock  granted to the Optionee  pursuant to this
     Option Agreement.

          (r)  "Option  Agreement"  shall mean this  Nonstatutory  Stock  Option
     Agreement  and Grant  between  the  Company  and the  Optionee by which the
     Options are granted to the Optionee pursuant to the Plan.

          (s) "Option Period" shall mean (i) with respect to the Class A Option,
     the period  commencing  as of the date hereof and ending  October 31, 2010;
     and (ii) with respect to the Class B Option,  the period  commencing  as of
     the date hereof and ending  October 31, 2010;  or in each case such earlier
     date as when this Option Agreement may be terminated by its terms.

          (t)  "Permitted  Transferee"  shall mean a Family  Member,  a trust in
     which  Family  Members  have  more than  fifty  percent  of the  beneficial
     interest,  a foundation in which Family  Members (or the Optionee)  control
     the management of assets,  and any other entity in which Family Members (or
     the Optionee) own more than fifty percent of the voting interests.

          (u) "Plan" shall mean the Safety Components  International,  Inc. 2001
     Stock Option Plan, as amended from time to time.

          (v) "Subsidiary" shall mean any subsidiary entity of the Company.

          (w)  "Termination  of Continuous  Service"  shall mean the  Optionee's
     ceasing to perform services for the Company and its  Subsidiaries.  Subject
     to applicable law, the Committee may determine in its reasonable discretion
     whether the Optionee's  continuous service has terminated and the effective
     date of such termination.


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<PAGE>

     2. Grant of Options.  Subject to the terms and conditions set forth in this
Option  Agreement,  the Company  hereby  grants to the  Optionee  the  following
Options to purchase shares of Common Stock from the Company:

          (a) Class A Option. Effective May ___, 2001, the Company hereby grants
     to the  Optionee  an  option to  purchase  from the  Company  up to but not
     exceeding in the aggregate  ________  shares of Common Stock at an exercise
     price per  share  equal to $8.75,  the Fair  Market  Value per share of the
     Common Stock on the date of grant,  subject to adjustment to $.01 per share
     in the event of a Change of Control (the "Class A Option").

          (b) Class B Option. Effective May ___, 2001, the Company hereby grants
     to the  Optionee  an  option to  purchase  from the  Company  up to but not
     exceeding in the aggregate  ________  shares of Common Stock at an exercise
     price per  share  equal to $8.75,  the Fair  Market  Value per share of the
     Common Stock on the date of grant (the "Class B Option").

     3.  Vesting and  Exercise of Options.  The Options  granted in  paragraph 2
above shall vest and become  exercisable in accordance  with the following terms
and procedures:

          (a) Class A Option.  Subject to Section 7 below  regarding a Change of
     Control,  the  Class A Option  shall  vest as  follows,  provided  that the
     Optionee has not incurred a  Termination  of  Continuous  Service as of the
     relevant  vesting  date:  (i)  one-third  of the total  number of shares of
     Common  Stock  covered by the Class A Option shall be  immediately  vested;
     (ii) an additional  one-third of the total number of shares of Common Stock
     covered by the Class A Options  shall vest October 31, 2002;  and (iii) the
     final  one-third of the total  number of shares of Common Stock  covered by
     the Class A Option  shall  vest on  October  31,  2003.  The  Option  shall
     terminate on the expiration of the Option Period, if not earlier terminated
     pursuant to this Option Agreement.

          (b) Class B Option.  Subject to Section 7 below  regarding a Change of
     Control,  the  Class B Option  shall  vest as  follows,  provided  that the
     Optionee has not incurred a  Termination  of  Continuous  Service as of the
     relevant  vesting  date:  (i)  one-third  of the total  number of shares of
     Common Stock  covered by the Class B Option shall vest on October 31, 2001;
     (ii) an additional  one-third of the total number of shares of Common Stock
     covered by the Class B Option shall vest on October 31, 2002; and (iii) the
     final  one-third of the total  number of shares of Common Stock  covered by
     the Class B Option  shall  vest on  October  31,  2003.  The  Option  shall
     terminate on the expiration of the Option Period, if not earlier terminated
     pursuant to this Option Agreement.

          (c) Intentionally omitted.

          (d) Minimum Exercise  Amount.  No less than 100 shares of Common Stock
     may be purchased on any Exercise Date unless the number of shares purchased
     at such time is the total  number of shares in  respect of which the Option
     is then exercisable.


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<PAGE>

          (e)  Fractional  Shares.  If at any time and for any reason any Option
     covers a  fraction  of a share,  then  upon  exercise  of the  Option,  the
     fractional  share  shall be rounded  down to the  nearest  whole  share and
     disregarded without payment therefore.

          (f)  Procedure  for  Exercise.  The Options  shall be exercised by the
     Optionee in  accordance  with the terms and  conditions of Section 5 of the
     Plan.

          (g) Issuance of Shares. As soon as administratively  practicable after
     the  Exercise  Date,  subject to the  receipt of payment of the  applicable
     aggregate  option price and payment of any  federal,  state or local income
     tax  withholding or other  employment tax that may be due upon the issuance
     of the Common  Stock as  determined  by the  Company  pursuant to Section 8
     below,  the Company  shall issue to the  Optionee,  and the Optionee  shall
     become the holder of record of, the number of shares with  respect to which
     such Option shall be so  exercised.

          (h)  Transferability  of Options.  The Options are not transferable by
     the  Optionee  otherwise  than  (i) by will  or the  laws  of  descent  and
     distribution;  or (ii) by  transfer  without  consideration  to a Permitted
     Transferee. In the case of a transfer pursuant to (ii) above, the Committee
     must be  notified  in  advance  in  writing  of the  terms of any  proposed
     transfer to a Permitted Transferee. The Permitted Transferee and the Option
     shall  continue  to be  subject to the same  terms and  conditions  as were
     applicable  immediately  prior to the transfer.  The provisions of the Plan
     and this  Option  Agreement  shall  continue  to apply with  respect to the
     Optionee,  and the Option shall be exercisable by the Permitted  Transferee
     only to the extent and for the periods specified herein. The Optionee shall
     remain subject to withholding taxes upon exercise of any transferred Option
     by the Permitted Transferee. No assignment or transfer of the Option, or of
     the rights  represented  thereby,  whether  voluntary  or  involuntary,  by
     operation of law or otherwise, except as described above, shall vest in the
     assignee  or  transferee  any  interest  or right  herein  whatsoever;  but
     immediately  upon any attempt to assign or transfer this Option,  except as
     expressly  permitted herein, the same shall terminate and be of no force or
     effect.

     4.  Termination.  Each Option  granted hereby or that may be granted hereby
shall terminate and be of no force or effect,  regardless of whether or not such
Options  are  vested,  upon and  following  the  earliest to occur of any of the
following events:

          (a) Option Expiration. The expiration of the Option Period.

          (b) Termination of Employment  Generally.  The Optionee's  Termination
     for any reason other than the Optionee's  death,  Disability or Involuntary
     Termination Without Cause.

          (c)  Involuntary   Termination  Without  Cause.  Except  as  otherwise
     provided  upon a Change of Control in Section 7 below,  the  expiration  of
     thirty (30) days after the date of the Optionee's  Involuntary  Termination
     Without Cause.  During such thirty (30) day period, the Optionee shall have
     the right to exercise  the Options  which have both been granted and vested
     in  accordance  with the terms of this  Option  Agreement,  but only to the
     extent the Option was exercisable on the date of the Optionee's Involuntary
     Termination  Without  Cause.  Notwithstanding  the  foregoing,  in  lieu of
     exercising his vested Options, the Optionee may



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<PAGE>

     instead  surrender all his Options (of all classes)  within the thirty (30)
     day period following his Involuntary  Termination  Without Cause, and shall
     receive instead stock  appreciation  rights which, in the event of a Change
     of Control within  twenty-four  (24) months of the  Optionee's  Involuntary
     Termination  Without Cause,  provide a payment equal to the amount by which
     the  "Change  of Control  Price" (as  determined  by the  Committee  in its
     discretion  to reflect the fair market  value of the Common Stock by virtue
     of the  transaction  contemplated  by the Change of  Control)  per share of
     Common  Stock  exceeds the  applicable  exercise  price per share of Common
     Stock  multiplied  by the number of shares of Common  Stock  subject to the
     Optionee's vested Options which were surrendered.  Such stock  appreciation
     rights  shall  expire  and no  longer  be of any  value  at the end of such
     twenty-four (24) month period.

          (d)  Disability.   The  expiration  of  ninety  (90)  days  after  the
     Optionee's  Termination  as a result of the Optionee's  Disability.  During
     such ninety (90) day period,  the Optionee shall have the right to exercise
     the Option  hereby  granted  in  accordance  with the terms of this  Option
     Agreement,  but only to the extent the Option was exercisable and vested on
     the date of the Optionee's Termination.

          (e) Death.  In the event of the Optionee's  Termination as a result of
     the  Optionee's  death,  or in the  event  of the  Optionee's  death  after
     Termination  described  in  subparagraph  (c) or (d) above but  within  the
     thirty (30) day or ninety (90) day period  described in subparagraph (c) or
     (d) above, upon the expiration of ninety (90) days following the Optionee's
     death.  During such  extended  period,  the Option may be  exercised by the
     person or persons to whom the deceased  Optionee's  rights under the Option
     Agreement  shall pass by will or by the laws of descent  and  distribution,
     but only to the extent the Option was exercisable and vested on the date of
     the Optionee's Termination.

          (f) Violation of Agreement.  The  Optionee's  violation of any term or
     condition  of any  agreement  with the Company or a  Subsidiary  containing
     secrecy,  confidentiality,  noncompetition and/or nonsolicitation covenants
     or clauses.

          (g)  Assignment  or Transfer.  To the extent set forth in Section 3(h)
     above, upon an attempted assignment or transfer of the Option other than as
     expressly permitted herein.

     Any determination made by the Committee with respect to any matter referred
to in this  paragraph 4 shall be final and  conclusive  on all persons  affected
thereby.

     5. Rights as Stockholder. An Optionee shall have no rights as a stockholder
of the Company with respect to any shares of Common Stock underlying the Options
until the  Optionee  shall have become the holder of record of such Common Stock
upon payment of the applicable  exercise price in accordance  with the terms and
provisions hereof.  Subject to Section 6 below, no adjustments shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or other rights for which the record date is prior to
the date that the Optionee  shall have become the holder of record of the shares
of Common Stock acquired pursuant to the Options.


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<PAGE>

     6.  Adjustments  for  Changes  in  Capital  Structure;  Reorganizations  in
General.  The shares  underlying  these  Options  are shares of Common  Stock as
constituted on the date of this Option Agreement,  but if, during the applicable
Option  Periods and prior to the delivery by the Company of all of the shares of
Common  Stock with  respect to which  these  Options are  granted,  there is any
change  in the  Common  Stock  or  capital  structure  of the  Company  due to a
reorganization,  recapitalization,  stock split, stock dividend,  combination of
shares,  merger,  consolidation,  rights  offering  or  similar  event  (but not
including the exercise of warrants under the Warrant Agreement  approved as part
of the Company's Chapter 11 Plan of Reorganization approved by the United States
District  Court for the District of Delaware as of August 30, 2000),  unless the
Committee should determine otherwise in its reasonable discretion, corresponding
adjustments automatically shall be made to the number and kind of shares covered
by the Options to the extent they remain  outstanding and the exercise price per
share  under the  Options.  In  addition,  the  Committee  may make  such  other
adjustments as it determines to be equitable. Notwithstanding the foregoing, any
fractional  share resulting from an adjustment  pursuant to this Section 6 shall
be rounded down to the nearest whole number.

     In the  event of a change in the  Common  Stock as  presently  constituted,
which  change is limited to a change of all of the  authorized  shares  with par
value 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
Common Stock within the meaning of the Plan.

     In the event of a merger of one or more  corporations into the Company with
respect to which the Company  shall be the  surviving or resulting  corporation,
the Optionee shall,  at no additional  cost, be entitled upon exercise of any of
these Options to receive  (subject to any required action by  shareholders),  in
lieu of the  number  of  shares  as to  which  these  Options  shall  then be so
exercised,  the number and class of shares of stock or other securities to which
the Optionee would have been entitled  pursuant to the terms of the agreement of
merger if, immediately prior to such merger, the Optionee had been the holder of
record of a number of shares of Common Stock of the Company  equal to the number
of shares as to which such  Option  shall be so  exercised;  provided,  however,
that,  anything  herein  contained  to the  contrary  notwithstanding,  upon the
occurrence  of a Change of Control  the  provisions  of Section 7 of this Option
Agreement also shall apply.

     The  existence  of these  Options  shall not affect in any way the right or
power  of the  Company  or its  shareholders  to  make or  authorize  any or all
adjustments,  dividends, stock dividends,  recapitalization,  reorganizations or
other changes in the Company's capital structure or its business,  or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
other  stocks  with  preference  ahead  of or  convertible  into,  or  otherwise
affecting,  the  Common  Stock or the  rights  thereof,  or the  dissolution  or
liquidation  of the  Company,  or any sale or transfer of all or any part of its
assets or  business,  or any other  corporate  act or  proceeding,  whether of a
similar character or otherwise.

     7. Change of Control.  Notwithstanding  any other  provision in this Option
Agreement or the Plan,  the following  provisions  shall apply in the event of a
Change of Control:


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<PAGE>

          (a)  Class  A  Option.  To the  extent  that  the  Class A  Option  is
     outstanding  as of the date a  Change  of  Control  is  determined  to have
     occurred, then, upon the Change of Control, the Class A Option shall become
     fully  vested  and  exercisable;  provided,  however,  that  the  foregoing
     accelerated vesting shall become effective only (i) if the Optionee has not
     incurred a Termination of Continuous Service as of the Change of Control or
     (ii) in the event the Optionee had an Involuntary Termination Without Cause
     during a period of time described in subsection (c) below.

          (b)  Class  B  Option.  To the  extent  that  the  Class B  Option  is
     outstanding  as of the date a  Change  of  Control  is  determined  to have
     occurred,  then, upon the Change of Control the Class B Option shall become
     fully  vested  and  exercisable;  provided,  however,  that  the  foregoing
     accelerated vesting shall apply only (i) if the Optionee has not incurred a
     Termination  of  Continuous  Service as of the Change of Control or (ii) in
     the event the Optionee had an Involuntary  Termination Without Cause during
     a period of time described in subsection (c) below.

          (c)  Special  Provisions  Regarding  Involuntary  Termination  Without
     Cause.  A Change of Control shall be deemed to have occurred on the date on
     which the Optionee had an  Involuntary  Termination  Without  Cause if such
     Involuntary  Termination  Without  Cause occurs within any of the following
     periods of time:  (i) within ninety (90) days prior to a Change of Control;
     (ii) within ninety (90) days prior to the execution of a definitive written
     agreement which would result in a Change of Control, but only if the Change
     of Control is actually  consummated  within one hundred  eighty  (180) days
     following the  Involuntary  Termination  Without Cause;  or (iii) if on the
     date of Involuntary  Termination Without Cause the Board had knowledge of a
     pending  Change of  Control,  but only if the Change of Control is actually
     consummated  within one hundred eighty (180) days following the Involuntary
     Termination  Without Cause. In such event, any election or action which has
     been taken by Optionee under 4(c) of this Agreement shall be deemed also to
     apply to any  additional  Options  which  become  vested  pursuant  to this
     Section 7(c).

     8. Compliance with Code ss. 280(G)(b)(5).  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 concerning all such material  parachute  payments,  and such vote
shall  determine the right of the individual to receive or return such parachute
payment.  The provisions of this  paragraph  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 Code ss.ss.  280G and
4999 apply,  then  Employee's  payments which are deemed to be contingent upon a
change of control shall be reduced to the extent that the Company's  independent
auditors  determine  that to do so would cause  Employee  to net more  after-tax
income than he would receive if such payments were not reduced.  The  provisions
of



                                       9
<PAGE>

this paragraph  shall in all events be interpreted so as to comply with Code ss.
280G(b)(5) and the regulations, proposed regulations and other official guidance
thereunder.

     9. Payment of Withholding Taxes. Upon the Optionee's exercise of his or her
Options  with  respect  to any  shares of Common  Stock in  accordance  with the
provisions of paragraph 3 above, or the Optionee's receipt of a payment pursuant
to Section  7(a) or (b) above,  the Optionee  shall pay to the Company,  through
payroll or other withholding  (which withholding the Optionee hereby authorizes)
or other means acceptable to the Company,  the amount of any applicable federal,
state or local income tax withholding or other  employment tax obligations  that
may arise in  connection  with or be due upon such  exercise or payment,  as the
case  may be.  The  amount  of any such  federal,  state  or  local  income  tax
withholding  or other  employment  tax due in such event shall be the  statutory
minimum  amount as  determined  by the  Company  and shall be  binding  upon the
Optionee.  If the amount  requested is not paid, the Company may refuse to issue
the  Common  Stock or make such  payment.  Nothing  in this  paragraph  shall be
construed to impose on the Company a duty to withhold where  applicable law does
not require such withholding.

     10. No  Registration  Rights.  Nothing in this  Option  Agreement  shall be
construed  to  obligate  the  Company  at any  time  to  file  or  maintain  the
effectiveness of a registration statement under the Act, or under the securities
laws of any  state or other  jurisdiction,  or to take or cause to be taken  any
action  which  may be  necessary  in  order to  provide  an  exemption  from the
registration  requirements of the Act under Rule 144 or any other exemption with
respect to the Common  Stock or  otherwise  for resale or other  transfer by the
Optionee (or by the executor or  administrator  of such  Optionee's  estate or a
Permitted  Transferee or a person who acquired the Option or any Common Stock or
other rights by bequest,  inheritance or otherwise by reason of the death of the
Optionee)  as a result of the  exercise  of an Option  granted  pursuant to this
Option Agreement.

     11.  Resolution  of Disputes.  Any question of  interpretation,  dispute or
disagreement  that arises under,  or as a result of, or pursuant to, this Option
Agreement shall be determined by the Committee in its reasonable discretion, and
any such determination or other determination or interpretation by the Committee
under or  pursuant  to this  Option  Agreement,  shall  be  final,  binding  and
conclusive on all parties affected thereby.

     12.  Compliance  with the Act.  Anything  in this Option  Agreement  to the
contrary  notwithstanding,  if, at any time specified herein for the issuance of
Common Stock, any law, regulation or requirements of any governmental  authority
having  jurisdiction  in the premises  shall  require  either the Company or the
Optionee,  in the  opinion  of the  Company's  counsel,  to take any  action  in
connection with the shares then to be issued,  the issuance of such shares shall
be deferred  until such action shall have been taken,  and the Company shall use
commercially  reasonable  efforts in that regard to preserve the benefits to the
Optionee  contemplated by this Option Agreement.  Notwithstanding  any provision
herein to the contrary or in the Plan,  the Company shall be under no obligation
to issue any shares of Common Stock to the Optionee  upon exercise of the Option
granted hereby unless and until the Company has determined that such issuance is
either exempt from registration,  or is registered,  under the Act and is either
exempt from registration and  qualification,  or is registered or qualified,  as
applicable,  under all



                                       10
<PAGE>

applicable  state  securities  or "blue sky" laws.  The  Company may require any
person  exercising the Options to make such  representations  and agreements and
furnish such information as it deems  appropriate to assure  compliance with the
foregoing or any other applicable legal requirement.

     13. Miscellaneous.

          (a) Binding on Successors and  Representatives.  This Option Agreement
     shall be binding  not only upon the  parties,  but also upon  their  heirs,
     executors, administrators, personal representatives, successors and assigns
     (including  any transferee of a party to this  Agreement);  and the parties
     agree,  for  themselves  and  their  successors,   assigns  (including  any
     transferee of a party to this  Agreement) and  representatives,  to execute
     any  instrument  which may be  necessary  legally  to effect  the terms and
     conditions of this Option Agreement.

          (b) Entire Agreement.  This Option Agreement,  together with the Plan,
     constitutes the entire  agreement of the parties with respect to the Option
     and  supersedes  any  previous  agreement,  whether  written or oral,  with
     respect thereto.  This Option Agreement has been entered into in compliance
     with the terms of the Plan; wherever a conflict may arise between the terms
     of this Option  Agreement and the terms of the Plan,  the terms of the Plan
     shall control.

          (c) Amendment.  Neither this Option Agreement nor any of the terms and
     conditions herein set forth may be altered or amended orally,  and any such
     alteration or amendment shall be effective only when reduced to writing and
     signed by each of the parties or their respective successors and assigns.

          (d)  Construction  of Terms.  Any reference  herein to the singular or
     plural  shall be  construed  as plural or  singular  whenever  the  context
     requires.

          (e) Notices.  All notices,  requests and amendments  under this Option
     Agreement  shall be in writing,  and  notices  shall be deemed to have been
     given when personally delivered or sent prepaid registered mail:

               (i)  if to the Company, at the following address:

                    Safety Components International, Inc.
                    41 Stevens Street
                    Greenville, SC  29605
                    Attention: Vice President of Human Resources

     or at such other address as the Company shall designate by notice.

               (ii) if to the Optionee,  to the Optionee's  address appearing in
                    the  Company's  records,  or at such  other  address  as the
                    Optionee shall designate by notice.


                                       11
<PAGE>

          (f)  Governing  Law. This Option  Agreement  shall be governed by, and
     construed  in  accordance  with,  the laws of the  State of South  Carolina
     (excluding the principles of conflict of laws thereof).

          (g) Severability. The invalidity or unenforceability of any particular
     provision of this Option  Agreement  shall not affect the other  provisions
     hereof, and the Committee may elect in its sole discretion to construe such
     invalid or unenforceable provision in a manner which conforms to applicable
     laws or as if such provision was omitted.

          (h) Not Incentive Stock Options. The Options granted hereunder are not
     intended to be "incentive stock options" under Section 422 of the Code.

     IN WITNESS WHEREOF,  the parties hereto have executed this Option Agreement
as of the day and year first written above.


SAFETY COMPONENTS                   [NAME OF OPTIONEE]
INTERNATIONAL,  INC.


By:
    -------------------------       ----------------------------- (SEAL)


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