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EXHIBIT 10.12
Keystone Automotive Operations, Inc.
2003 Transaction Bonus Plan
1. Defined
Terms; Purpose of the Plan. Capitalized terms used herein will
have the meanings defined at their first
usage or in Section 7. The purpose of
this Plan is to reward designated current
and former employees and current
directors of the Company and its
subsidiaries for performing services that
contribute to (or that have contributed to)
the growth of the Company.
2.
Administration of Plan. The Plan will be administered by a
subcommittee
of the Board consisting initially of
Michael I. Klein, William R. Kraus and
Robert E. Taylor, Jr. (the "Committee").
The Committee's membership may be
changed, expanded or contracted by the
Board at any time for any reason, and any
vacancies on the Committee will be filled
by the Board. The Committee will have
full power, discretion, authority and
responsibility to administer the Plan, to
select Participants, to designate each
Participant's Bonus Amount, to promulgate
such rules and procedures regarding the
Plan as it deems desirable, to
interpret, construe and implement the
provisions of this Plan, and to make all
other determinations necessary or desirable
for the administration of the Plan.
Unless expressly set forth in this Plan,
all actions taken by the Committee will
be by a vote of at least a majority of the
members of the Committee. Any action
taken by the Committee will be final and
binding on all Participants.
3. Designation
of Participants and Bonus Amounts. Participants will be
selected by the Committee and notified in
writing of their selection, the Bonus
Amount applicable to them and of any unique
terms applicable to their
participation within 30 days following the
execution of the Merger Agreement.
The sum of the Bonus Amounts payable to all
Participants pursuant to this Plan
will not exceed $27,500,000.
4. Payment of
Bonus Amounts.
a. Conditions. A Participant will be paid his or her Bonus Amount
only
upon the occurrence of the Keystone Closing
and only if he or she:
(1) promptly, upon request of the Company, executes the Holder
Representative Agreement substantially in
the form of Exhibit I attached hereto
(the "Holder Representative Agreement"), it
being understood that certain
Eligible Grantees may have already executed
such a Holder Representative
Agreement prior to their selection as
Participants;
(2) promptly, upon
request of the Company, grants to the Holder
Representative (as appointed pursuant to
the Holder Representative Agreement) a
voting agreement and irrevocable proxy
substantially in the form of Exhibit II
attached hereto (the "Proxy") to vote
(whether at a meeting, by execution of a
written consent or otherwise) any shares of
the Company's capital stock
beneficially owned by the Participant in
favor of the Keystone Transaction and
on such other matters as may come before
the shareholders of the Company
(whether in connection with a meeting of
shareholders, by solicitation of
written consents or otherwise) as to which
the Proxy may be voted in accordance
with its terms, it being
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understood that certain Eligible Grantees
may have already executed such a Proxy
prior to their selection as
Participants;
(3) promptly, upon request of the Company, executes and delivers
a
release of certain claims against the
Company and its affiliates substantially
in the form of Exhibit III attached
hereto;
(4) exercises all reasonable efforts to support the Keystone
Transaction and to cooperate with the
Company to consummate the Keystone
Transaction (including, if so requested by
the Company, providing assistance to
the prospective buyer in obtaining
financing for the Keystone Transaction, which
assistance may include, without limitation,
participation in "road shows" or
other meetings with potential investors and
lenders);
(5) remains employed or engaged continuously by the Company
through
the Keystone Closing (if so employed or
engaged on the date selected to
participate in this Plan);
(6) prior to the Keystone Closing, exercises any options to
