Form of Amended and Restated Option Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDED AND RESTATED 

OPTION AGREEMENT 
 This OPTION AGREEMENT (this “Agreement”) is made as of this          day of
                , 2009 by and between KEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation (the “Company”), and «Name»
(“Executive”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Plan (as defined below). 
 WHEREAS, the Board has authorized, directed and approved the grant of options to acquire «ClassA» shares of Class A Common
Stock (the “Class A Common”), and options to acquire «ClassL» shares of Class L Common Stock (the “Class L Common” and, together with the Class A Common, the “Common
Stock”), which options will be subject to time vesting (the “Options”), to Executive; 
 WHEREAS, the
Company has previously granted to Executive options to acquire Common Stock (the “Existing Options”) pursuant to the certain option agreement(s), which will be cancelled in full upon grant of the options 
 WHEREAS, the Options shall have an exercise price equal to at least fair market value, as determined by the Company in good faith; and

 WHEREAS, pursuant to the Company’s 2003 Executive Stock Option Plan attached hereto as Exhibit A (the
“Plan”), the Company and Executive desire to enter into an agreement pursuant to which the Company will grant to Executive the Options. The Options are sometimes hereinafter referred to individually as an “Option”
and collectively as the “Options.” 
 NOW THEREFORE, in consideration of the mutual terms, covenants and set
forth herein, the parties hereto agree as follows: 
  

	 	1.	Stock Options. 

 (a) Cancellation of Existing Options. The Executive hereby agrees that all outstanding Existing Options, whether vested or not, are as of the date hereof cancelled in full. 
 (b) Option Grants. The Company hereby grants to Executive, pursuant to the Plan, Options to purchase (i) «ClassA»
shares of Class A Common (the “Class A Common Options”) and (ii) «ClassL» shares of Class L Common (the “Class L Common Options”). Options that are exercised in accordance with
Section 1(g) below to acquire collectively nine shares of Class A Common (at $.01 per share) and one share of Class L Common (at $8.61 per share) shall have an exercise price of $8.70 in the aggregate (the “Option
Price”). The shares issued upon exercise of the Options are referred to herein as the “Option Shares.” The number of Option Shares and the Option Price will be equitably adjusted for any stock split, stock dividend,
reclassification or recapitalization of the Company which occurs subsequent to the date of this Agreement. 
 (c)
Exercisability. Notwithstanding any provision to the contrary in the Plan, on each date set forth below, the Class A Common Options and Class L Common Options will vest, and thus become exercisable with respect to the cumulative
percentage of Option Shares issuable








 
upon exercise of such Class A Common Options and Class L Common Options set forth opposite such date below (such table below being referred to herein as the “Time Vesting
Schedule”), if Executive is, and has been, continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through such date: 
  

				
	 Date
	  	Cumulative Percentage of
Class A Common Options and
Class L Common Options Vested	 
	 September 30, 2010
	  	33.3	% 
	 September 30, 2011
	  	33.3	% 
	 September 30, 2012
	  	33.4	% 

 (d) Sale of the Company. Notwithstanding the foregoing, upon the consummation
of a Sale of the Company (as defined below), so long as Executive is, and has been, continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through the time immediately prior to consummation of the Sale of the
Company, 100% of the Options granted to Executive shall become immediately exercisable (including any Options previously vested pursuant to Section 1(c) above). 
 (e) Securities Laws Restrictions. Executive represents that when Executive exercises the Options he will be purchasing Option Shares
for Executive’s own account and not on behalf of others. Executive understands and acknowledges that federal and state securities laws govern and restrict Executive’s right to offer, sell or otherwise dispose of any Option Shares unless
Executive’s offer, sale or other disposition thereof is registered under the Securities Act of 1933, as amended (the “1933 Act”), and state securities laws or, in the opinion of the Company’s counsel, such offer, sale or
other disposition is exempt from registration thereunder. Executive agrees that he will not offer, sell or otherwise dispose of any Option Shares in any manner which would: (i) require the Company to file any registration statement (or similar
filing under state law) with the Securities and Exchange Commission or to amend or supplement any such filing or (ii) violate or cause the Company to violate the 1933 Act, the rules and regulations promulgated thereunder or any other state or
federal law. Executive further understands that the certificates for any Option Shares Executive purchases will bear the legend set forth in Section 3 hereof or such other legends as the Company deems necessary or desirable in connection
with the 1933 Act or other rules, regulations or laws. 
 (f) Expiration. The Options will expire on the earlier of the
tenth anniversary of the date hereof or the date of termination of Executive’s employment with the Company or any of its Subsidiaries for any reason (the “Termination Date”); provided, that any portion of the Options
which has vested and become exercisable prior to the Termination Date in accordance with this Agreement will expire on the earlier of (x) 90 days after the Termination Date and (y) the tenth anniversary of the date hereof. 
 (g) Rules and Procedures for Exercise. Any exercise of an Option must comply with the terms and conditions respecting exercise set
forth in the Plan. Executive must exercise Class A Common Options to acquire nine shares of Class A Common for every one share of Class L Common acquired through the exercise of Class L Common Options, and Class L Common
Options to acquire one share of Class L Common for every nine shares of Class A Common acquired through the exercise of Class A Common Options. 
  

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 (h) Non-Transferability of Option. The Options are personal to Executive and are not
transferable by Executive. Only Executive or his estate or heirs is entitled to exercise the Options. 
 (i)
“Independent Third Party” shall mean any person who, immediately prior to the contemplated transaction, does not own in excess of 5% of the Common Stock on a fully-diluted basis, who is not controlling, controlled by or under common
control with any such 5% owner of the Common Stock and who is not the spouse or descendent (by birth or adoption) of any such 5% owner of the Common Stock. 
 (j) “Sale of the Company” shall mean sale of the Company (or any successor thereto), including in one or more series of related transactions, to an Independent Third Party or group of
Independent Third Parties, pursuant to which such party or parties acquire, directly or indirectly, through one or more intermediaries, (i) equity securities of the Company constituting a majority of the outstanding capital stock of the Company
(whether by merger, consolidation, sale or transfer of the Company’s outstanding capital stock) or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. 
 2. Restrictions on Transfer; Other Stockholders Agreement Provisions. Upon exercise of any Option granted hereunder,
Executive, if not already a party thereto, shall execute and deliver to the Company a counterpart to the Stockholders Agreement in form and substance satisfactory to the Company agreeing to be bound by the terms and conditions thereof. Executive
accepts, acknowledges, and agrees that the Option Shares issued upon exercise of any Options are subject to the terms and conditions of the Stockholders Agreement, including the restrictions on transfer contained therein. 
 3. Additional Restrictions on Transfer. 
 (a) The certificates representing the Option Shares will bear the following legend: 
 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE ISSUER (THE
“COMPANY”) AND A CERTAIN EMPLOYEE OF THE COMPANY DATED AS OF                         ,
        , A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.” 
  

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 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER AND
VOTING RESTRICTIONS PURSUANT TO A STOCKHOLDERS AGREEMENT DATED AS OF OCTOBER 30, 2003 AMONG THE COMPANY AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE
FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” 
 (b) No holder of Option Shares may
sell, transfer or dispose of any Option Shares (except pursuant to an effective registration statement under the 1933 Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company
(which counsel shall be reasonably acceptable to the Company) that registration under the 1933 Act is not required in connection with such transfer. 
 4. Definition of Option Shares For all purposes of this Agreement, Option Shares will continue to be Option Shares in the hands of any holder other than Executive (except for the Company or
purchasers pursuant to an offering registered under the 1933 Act or purchasers pursuant to a Rule 144 transaction (other than a Rule 144(k) transaction occurring prior to the time of a closing of a Public Offering (as defined in the Stockholders
Agreement)), and each such other holder of Option Shares will succeed to all rights and obligations attributable to Executive as a holder of Option Shares hereunder. Option Shares will also include shares of the Company’s capital stock issued
with respect to shares of Option Shares by way of a stock split, stock dividend or other recapitalization. 
 5.
Notices. Any notice provided for in this Agreement must be in writing and must be personally delivered, received by certified mail, return receipt requested, or sent by guaranteed overnight delivery service, to the parties at the
addresses indicated below: 
 If to the Company, to: 
 Keystone Automotive Holdings, Inc. 
 44 Tunkahannock Avenue 
 Exeter, PA 18643 
 Attn: Chief Executive Officer 
 with copies (which shall not constitute notice to the Company) to: 
 Bain
Capital NY, LLC 
 590 Madison Avenue 
 New York, NY 10022 
 Attn: Stephen M. Zide 
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 East 53rd Street 
 New York, NY 10022 
 Attn: Eunu Chun 
  

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 If to Executive, to: 
 The Executive’s home address in the Company’s personnel files 
 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement will be deemed to
have been given when so delivered or received or five business days after being so mailed. 
 6. Representations and
Warranties. In connection with the grant of the Options hereunder, Executive represents and warrants to the Company that: 
 (a) This Agreement constitutes the legal, valid and binding obligation of Executive, enforceable against Executive in accordance with its terms, and the execution, delivery and performance of this Agreement by Executive does not and will
not conflict with, violate or cause a breach of any agreement, contract or instrument to which Executive is a party or any judgment, order or decree to which Executive is subject. 
 (b) As an inducement to the Company to grant the Options to Executive, and as a condition thereto, Executive acknowledges and agrees that
neither the grant of the Options to Executive nor any provision contained herein shall entitle Executive to remain in the employment of the Company or its Subsidiaries or affect the right of the Company or its Subsidiaries to terminate
Executive’s employment at any time for any reason. 
 (c) The Company and Executive acknowledge and agree that this
Agreement has been executed and delivered and the Options have been granted hereunder, in connection with and as part of the compensation and incentive arrangements among the Company and Executive and that, except as otherwise expressly provided in
this Agreement, the issuance of the Options and the issuance of any Option Shares upon the exercise of any of the Options is subject to all of the terms and conditions contained in the Plan. 
 7. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been
contained herein. 
 8. Complete Agreement. This Agreement and the Plan and the other agreements expressly
referred to herein embody the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject
matter hereof in any way. 
 9. Counterparts. This Agreement may be executed in separate counterparts (including
by means of facsimile), each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. 
  

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 10. Successors and Assigns. This Agreement is intended to bind and inure to
the benefit of and be enforceable by Executive and the Company and their respective successors and assigns, provided, that Executive may not assign any of his rights or obligations, except as expressly provided by the terms of this Agreement.

 11. Governing Law. THE CORPORATE LAW OF THE STATE OF DELAWARE WILL GOVERN ALL ISSUES CONCERNING THE RELATIVE
RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL OTHER ISSUES CONCERNING THE ENFORCEABILITY, VALIDITY AND BINDING EFFECT OF THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 
 12. Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party hereto will have the right to injunctive relief, in addition to all of its other rights and remedies at law or in equity, to enforce the provisions of this Agreement. 
 13. Effect of Transfers in Violation of Agreement. The Company will not be required (a) to transfer on its books any
shares of Option Shares which have been sold or transferred in violation of any of the provisions set forth in this Agreement or the Stockholders Agreement or (b) to treat as owner of such shares, to accord the right to vote as such owner or to
pay dividends to any transferee to whom such shares have been transferred in violation of this Agreement or the Stockholders Agreement. 
 14. Amendments and Waivers. Any provision of this Agreement may be amended or waived only with the prior written consent of the Company and Executive. 
 15. Keystone Automotive Holdings, Inc. 2003 Executive Stock Option Plan. Except as otherwise expressly set forth in this
Agreement, the grant of Options and issuance of Option Shares hereunder is pursuant to, and subject to all the terms and conditions of, the Plan. 
 *   *   *   *   * 
  

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

			
	KEYSTONE AUTOMOTIVE HOLDINGS, INC.
		
	By:	 	 
		 	 Name: Edward H. Orzetti
 Title: President and Chief Executive Officer

	
	 
	«Name»









 Exhibit A 
 Keystone Automotive Holdings, Inc. 2003 Executive Stock Option Plan 
 (see attached)