exv10w11






EXHIBIT 10.11





     AMENDMENT, dated May 8, 2008, to the
DURA AUTOMOTIVE SYSTEMS, INC. 2003 SUPPLEMENT
EXECUTIVE RETIREMENT PLAN (the
“Retirement Plan”).



     WHEREAS, on October 30, 2006 (the “Petition Date”), Dura Automotive Systems, Inc.,
along with certain of its subsidiaries (collectively, the “Debtors”), filed voluntary
petitions for relief under chapter 11 of the title 11 of the United States Code (the “Chapter
11 Cases”);



     WHEREAS, the Debtors filed a plan of reorganization on March 31, 2008, in connection with the
Chapter 11 Cases (as amended from time to time, the “Plan of Reorganization”), which
contemplates that the Retirement Plan applicable to Lawrence A. Denton and Theresa L. Skotak (the
“Executives”) will be assumed, contingent upon the Retirement Plan being amended as set
forth herein;



     WHEREAS, pursuant to the Plan of Reorganization, Dura Automotive Systems, Inc., will assign
its rights and obligations under the Retirement Plan to “New Dura” (as that term is defined in the
Plan of Reorganization), which will become the sponsor of the Retirement Plan;



     WHEREAS, Section 8.2 of the Retirement Plan prohibits Dura from amending the Retirement Plan
in a manner adverse to the Executives without their consent;



     WHEREAS, the Executives are willing to consent to the amendment of the Retirement Plan on the
terms set forth herein.



     NOW, THEREFORE, pursuant to the power reserved to it in Section 8.2 of the Retirement Plan,
Dura Automotive Systems, Inc., hereby amends the Retirement Plan as it applies to the Executives,
as follows:



     1. Section 2.7 is hereby amended and restated in its entirety as follows:




Change of Control. A “Change of Control” shall be deemed to have occurred if at any
time or from time to time while this Agreement is in effect:




	 	(a)	 	Any person (other than the Company, any of its Subsidiaries, any employee
benefit plan or employee stock ownership plan of the Company or any of its
Subsidiaries, any person organized, appointed, or established by the Company or any of
its Subsidiaries for or pursuant to the terms of any such plan, or Pacificor, LLC),
alone or together with any of its affiliates, becomes the beneficial owner of
securities representing 50% or more of the voting power of the Company’s then
outstanding voting securities;
	 
	 	(b)	 	At any time during any period of 24 consecutive months, individuals who were
directors at the beginning of the 24-month period no longer constitute a majority of
the members of the Board of Directors of the Company, unless the election, or
nomination for election by the Company’s stockholders, of each director who was




 









 






	 	 	 	not a director at the beginning of the period is approved by at least a majority of
the directors who (i) are in the office at the time of the election or nomination
and (ii) were directors at the beginning of the period; or
	 
	 	(c)	 	(i) The Company is merged or consolidated with another corporation and those
persons who were stockholders of the Company immediately before the merger or
consolidation receive or retain less than 50% of the stock of the surviving or
continuing corporation, (ii) there occurs a sale, transfer, or other disposition of all
or substantially all of the assets of the Company or (iii) the Company is dissolved.






Notwithstanding anything to the contrary contained herein, none of the following
shall constitute a Change of Control: (i) any event occurring between the Petition
Date and the “Effective Date” (as that term is defined in the Plan of
Reorganization), (ii) the consummation of the Plan of Reorganization or (iii) the
conversion of “Convertible Preferred Stock” (as that term is defined in the Plan of
Reorganization) issued pursuant to the Plan of Reorganization in accordance with the
terms thereof.



     2. This amendment shall be effective upon the assumption of the Retirement Plan by the Debtors
and shall become null and void if the Debtors do not assume the Retirement Plan.



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     IN WITNESS WHEREOF, Dura Automotive Systems, Inc., hereby adopts this amendment as of the date
first written above.



	 	 	 	 	 	 	 
	 	 	DURA AUTOMOTIVE SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 

	 	 






Acknowledged and Agreed to by

the Executives, Subject to the Assumption

By Dura of the Retirement Plan as it applies to the Executives:




	 	 	 
	/s/LAWRENCE DENTON
 

Lawrence A. Denton

	 	 
	 
	 	 
	/s/THERESA SKOTAK
 

Theresa L. Skotak