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EXHIBIT 10.2 DURA AUTOMOTIVE SYSTEMS, INC.
SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT
Dura Automotive Systems, Inc. ("Company") hereby employs the
individual(s) listed on the attached Exhibit A ("Executive")
in the job positions listed in the same Exhibit, subject to the
terms set forth in this document, as well as all other documents
referenced herein.
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1.
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Job Position : Executive’s employment with Company
shall commence on the date reflected next to his/her name in the
attached Exhibit A. Executive shall be employed and shall work
in a full-time capacity in the job position reflected next to
his/her name in the attached Exhibit A. Except for the
position of President & Chief Executive Officer, all other
Executives shall report to the Company’s President &
Chief Executive Officer; the Company’s President & Chief
Executive Officer shall report directly to the Board of Directors.
Executive shall be based out of Company’s global headquarters
office, currently located in Rochester Hills, MI, unless otherwise
agreed. Executive’s job duties shall be similar to those of
similarly-situated executives in public companies, including but
not limited to the duties of his/her immediate Dura predecessor,
and as otherwise directed from time to time by the Company’s
President & Chief Executive Officer and/or Board of Directors.
Executive shall devote all of his/her time, attention, knowledge,
and skill solely and exclusively to the business and interests of
the Company, and the Company shall be entitled to all benefits and
profits arising from or incident to any and all work, services, and
advice of Executive; provided, however, that Executive shall not be
precluded from devoting personal time to personal investments or
from serving in outside director and/or advisory positions, as long
as such positions do not conflict with Executive’s ability to
fully perform his/her duties for the Company and as long as such
positions are approved in writing in advance by the Company’s
Board of Directors.
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2.
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Base Salary : Executive shall be paid a gross annual base
salary of the amount reflected next to his/her name in the attached
Exhibit A, less customary and statutory withholdings and
deductions ("Base Salary"). The Base Salary shall be paid in
accordance with the Company’s normal payroll practices and
cycles, and may be reviewed and adjusted from time to time by the
Company’s Board of Directors.
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3.
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Sign-On Bonus : At the sole discretion of the
Company’s Board of Directors, Executive may be offered a
one-time lump sum sign-on bonus in the gross amount reflected next
to his/her name in the attached Exhibit A; provided, however,
that this sign-on bonus is being paid as an advance and is not
earned or accrued until Executive completes the first twelve
(12) calendar months of employment without his/her employment
ending for any reason (including Executive voluntarily resigning)
other than the Company terminating him/her without Cause (as Cause
is later defined in this document), and if Executive’s
employment ends prior to the conclusion of this first twelve
(12) month period (other than if the Company terminates
him/her without Cause), then Executive shall be immediately
obligated to repay the full gross amount of this sign-on bonus to
the Company within one (1) month of the employment cessation,
unless the Company in its sole discretion forgives this obligation
via a signed, written document. Executive agrees and permits the
Company to deduct this amount from his/her final paycheck and any
additional compensation amounts owed to Executive by the
Company.
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4.
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Annual Performance Bonus : For each calendar year
commencing on or after January 1, 2009, Executive will be
eligible to earn an annual performance-based cash bonus ("Annual
Performance Bonus") based upon achievement of the Company’s
performance plan, with a target award potential as indicated in
Exhibit A as a percent of Base Salary upon achievement of 100%
of the Company’s performance plan. The terms of the Annual
Performance Bonus shall be as set forth in the Company’s
written bonus plan (attached hereto as Exhibit B), as amended
by the Company from time to time. The Annual Performance Bonus, if
any, will be paid to Executive following the end of the relevant
calendar year, and no later than March 15 immediately
following the end of the calendar year in which the Annual
Performance Bonus was earned.
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5.
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Flexible Perquisites : Executive shall be paid an annual
flexible perquisite in the gross amount reflected next to his/her
name in the attached Exhibit A, less customary and statutory
withholdings and deductions (provided, however, that business use
of the auto and club shall be treated as direct reimbursement and
thus non-taxable, unless current tax law changes and requires the
Company to treat it otherwise). This flexible perquisite shall be
paid and administered in accordance with the Company’s
written flexible perquisite plan (attached hereto as
Exhibit C), as amended by the Company from time to time. This
program provides reimbursement for expenses, such as company auto,
country club membership or other memberships, financial counseling,
auxiliary life insurance, and a short list of other allowable
expenses.
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6.
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Equity : Executive shall be eligible to participate in
the Company’s Equity Incentive Plan, subject to and in
accordanc
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