Exhibit
10.23


 


FORM OF CHANGE OF CONTROL
AGREEMENT


 


This Change of Control Agreement (the “Agreement”) is
made and entered into [**Date**], by and between DeCrane Aircraft Holdings,
Inc. (the “Company”) and [**Name of Executive**] (“Executive”) based on the
following facts:


 


A.                     Executive is
currently employed by the Company in the capacity as [**Executive’s Title**]
and is a key executive of the Company.


 


B.                       The Company
desires to define the terms and conditions of any termination of employment
upon a Change of Control (as defined herein) in the Company.


 


Based on the foregoing facts and circumstances and for
good and valuable consideration, receipt of which is hereby acknowledged, the
Company and Executive agree as follows:


 


	
  1.

  	
  Term of Agreement.  Except as otherwise provided herein, the
  term of this Agreement shall commence effective the date hereof and shall
  continue for one year (the “Term”).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  A.

  	
  Compensation Upon
  Termination Following a Change of Control.  In the event that (i) a Change of Control
  shall have occurred during the term of this Agreement and while Executive is
  employed by the Company and (ii) the Executive’s employment shall be
  involuntarily terminated for any reason on a date which is less than 2 years
  after the date of the Change of Control (whether during or after the term of
  this Agreement) other than for Cause, death or disability or Executive shall
  terminate his employment for Good Reason, then the Company shall make the
  following payments to Executive within 15 days following the date of such
  termination of employment (the “Termination Date”), subject in each
  case to any applicable payroll or other taxes required to be withheld.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  The Company shall pay
  Executive a lump sum amount in cash equal to the sum of (a) Executive’s
  monthly base salary multiplied by a number equal to 12 minus the number of
  whole months elapsed from the date of the Change of Control to the
  Termination Date (the “Multiplier”) and (b) Executive’s average annual
  bonus including in such average any such annual bonus earned (even though
  such bonus may be paid in the year following the year in which earned),
  (computed over the shorter of (x) the period of Executive’s employment by the
  Company or (y) five calendar years each as measured to the day-immediately
  preceding the Termination Date) divided by 12 and multiplied by the
  Multiplier.

  



 


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  (2)

  	
   

  	
  The Company shall pay
  Executive a lump sum amount in cash equal to accrued but unpaid salary and
  bonus through the Termination Date, and unpaid salary with respect to any
  vacation days accrued but not taken as of the Termination Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Definitions.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (1)

  	
   

  	
  As used in this
  Agreement, “Change of Control” shall mean an event involving the Company of a
  nature that would be required to be reported in response to Item 6(e) of
  Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act
  of 1934, as amended (the “Exchange Act”), assuming that such Schedule,
  Regulation and Act applied to the Company, provided that such a Change of
  Control shall be deemed to have occurred at such time as:  (i) any “person” (as that term is used in
  Sections 13(d) and 14(d)(2) of the Exchange Act) (other than an Excluded
  Person (as defined below)) becomes, directly or indirectly, the “beneficial
  owner” (as defined in Rule 13d-3 under the Exchange Act) of securities
  representing 20% or more of the combined voting power for election of members
  of the Board of Directors of the then outstanding voting securities of the
  Company or any successor of the Company, excluding any person whose
  beneficial ownership of securities of the Company or any successor is
  obtained in a merger or consolidation not included in paragraph (iii) below;
  (ii) during any period of two consecutive years or less, individuals who at
  the beginning of such period constituted the Board of Directors of the
  Company cease, for any reason, to constitute at least a majority of the
  Board, unless the appointment, election or nomination for election of each
  new member of the Board (other than a director whose initial assumption of
  office is in connection with an actual or threatened election contest,
  including but not limited to a consent solicitation, relating to the election
  of directors of the Company) was approved by a vote of at least two-thirds of
  the members of the Board of Directors then still in office who were members
  of the Board at the beginning of the period or whose appointment, election or
  nomination was so approved since the beginning of such period; (iii) there is
  consummated any merger, consolidation or similar transaction to which the
  Company is a party as a result of which the persons who were equity holders
  of the Company immediately prior to the effective date of the merger or
  consolidation shall have beneficial ownership of less than 50% of the
  combined voting power for election of members of the Board of Directors (or
  equivalent) of the surviving entity or its

  



 


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  parent following the
  effective date of such merger or consolidation; (iv) any sale or other
  disposition (or similar transaction) (in a single transaction or series of
  related transactions) of (x) 50% or more of the assets or earnings power of
  the Company or (y) business operations which generated a majority of the
  consolidated revenues (determined on the basis of the Company’s four most
  recently completed fiscal quarters for which reports have been completed) of
  the Company and its subsidiaries immediately prior thereto, other than a
  sale, other disposition, or similar transaction to an Excluded Person or to
  an entity of which equityholders of the Company beneficially own at least 50%
  of the combined voting power; (v) any liquidation of the Company.  For purposes of this definition of Change
  of Control, the term “Excluded Person” shall mean and include (i) any
  corporation beneficially owned by shareholders of the Company in
  substantially the same proportion as their ownership of shares of the Company
  and (ii) the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (2)

  	
   

  	
  As used in this
  Agreement, “Good Reason” shall mean the occurrence, following a Change of
  Control, of anyone of the following events without Executive’s consent: (i)
  the Company assigns Executive to any duties substantially inconsistent with
  his position, duties, responsibilities, status or reporting responsibility
  with the Company immediately prior to the Change of Control, or assigns
  Executive to a position that does not provide Executive with substantially
  the same or better compensation, status, responsibilities and duties as
  Executive enjoyed immediately prior to the Change of Control; (ii) the
  Company reduces the amount of Executive’s base salary as in effect as of the
  date of the Change of Control or as the same may be increased thereafter from
  time to time, except for across-the-board salary reductions similarly
  affecting all senior executives of the Company; (iii) the Company fails to
  pay Executive an annual bonus consistent with past practices and bonuses
  consistent with past practices are paid to any other senior executives of the
  Company; (iv) the Company changes the location at which Executive is employed
  by more than 50 miles from the location at which Executive is employed as of
  the date of this Agreement; or (v) the Company breaches this Agreement in any
  material respect, including without limitation failing to obtain a succession
  agreement from any successor to assume and agree to perform this Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (3)

  	
   

  	
  For Cause.  As used in this Agreement, “Cause” shall
  mean (i) any material act of dishonesty constituting a felony (of which
  Executive is convicted or pleads guilty) which results or is

  



 


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  intended to result
  directly or indirectly in substantial gain or personal enrichment to
  Executive at the expense of the Company, or (ii) after notice of breach
  delivered to Executive specifying in reasonable detail and a reasonable
  opportunity for Executive to cure the breaches specified in the notice, the
  Board, acting by a two thirds vote, after a meeting held for the purpose of
  making such determination and after reasonable notice to Executive and an
  opportunity for him together with his counsel to be heard before the Board,
  determines, in good faith, other than for reasons of physical or mental
  illness, Executive willfully and continually fails to substantially perform
  his duties pursuant to this Agreement and such failure results in
  demonstrable material injury to the Company. 
  The following shall not constitute Cause: (i) Executive’s bad judgment
  or negligence, (ii) any act or omission by Executive without intent of
  gaining therefrom directly or indirectly a profit to which Executive was not
  legally entitled, (iii) any act or omission by Executive with respect to
  which a determination shall have been made that Executive met the applicable
  standard of conduct prescribed for indemnification or reimbursement of
  payment of expenses under the By-Laws of the Company or the laws of the State
  of Delaware as in effect at the time of such act or omission.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Mitigation.  Executive is not required to seek other
  employment or otherwise mitigate the amount of any payments to be made by the
  Company pursuant to this Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Assignment.  Neither Company nor Executive shall have
  the right to assign its respective rights pursuant to this Agreement.  The Company shall require any proposed
  successor (whether direct or indirect, by purchase, merger, consolidation or
  otherwise) to all or substantially all of the business and/or assets of the
  Company, by agreement in form and substance reasonably satisfactory to
  Executive, to expressly assume and agree to perform this agreement in the
  same manner and to the same extent that the Company would be required to
  perform it if no such succession had taken place, concurrent with the
  execution of a definitive agreement with the Company to engage in such
  transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  This Agreement shall be
  binding on the inure to the benefit of Executive and his heirs and the
  Company and any permitted assignee. 
  The Company shall not engage in any transaction, including a merger or
  sale of assets unless, as a condition to such transaction such successor
  organization assumes the obligations of the Company pursuant to this
  Agreement.

  



 


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  6.

  	
  Notices.

  
	
   

  	
   

  
	
   

  	
  If to Company:

  	
  DeCrane Aircraft
  Holdings, Inc.

  
	
   

  	
   

  	
  2361 Rosecrans Avenue,
  Suite 180

  
	
   

  	
   

  	
  El Segundo, CA 90245

  
	
   

  	
   

  	
  Attention: Chief
  Financial Officer

  
	
   

  	
   

  	
  Fax: 310-643-0746

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  
	
  7.

  	
  Facsimile
  Signatures.  Execution and Delivery.  This Agreement shall be effective upon
  transmission of a signed facsimile by one party to the other.

  
	
   

  	
   

  
	
  8.

  	
  Miscellaneous.  This Agreement supersedes and makes void
  any prior agreement between the parties and sets forth the entire agreement
  and understanding of the parties hereto with respect to the matters covered
  hereby, and may not otherwise be amended or modified except by written
  agreement executed by the Company and the Executive.  This Agreement shall be governed by and
  construed in accordance with the laws of the State of California.

  



 


This Agreement has been
executed on the date specified in the first paragraph.


 


	
   

  	
  DECRANE AIRCRAFT
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [**Name of Executive**]

  



 


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