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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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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4.
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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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5.
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Equity : Executive shall be eligible to
participate in the Company’s Equity Incentive Plan, subject
to and in accordance with its terms.
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6.
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Change of Control
: Executive shall be
entitled to Change of Control rights and benefits identical to
those set forth in existing Change of Control agreements between
the Company and existing Section 16 officers/senior
executives, and which were previously approved and adopted by the
Company’s Board of Directors upon the Company’s
May 13, 2008 approved exit from bankruptcy restructuring. To
the extent that the terms of such Change of Control Agreements vary
from Section 16 officer/senior executive to Section 16
officer/senior executive, then each Section 16 officer/senior
executive shall be deemed to have the best of terms between the
variances.
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7.
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Vacation and Holidays
: Executive shall accrue
paid vacation/personal time and shall be entitled
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