Exhibit 10.23


 


CHANGE OF
CONTROL AGREEMENT


 


This Change of Control Agreement (the “Agreement”)
is made and entered into December 8, 2004 by and between DeCrane Aircraft
Holdings, Inc. (the “Company”) and [**Name**]“Executive”) based on the
following facts:


 


A.           Executive is currently employed by the Company in the
capacity as [**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 two years (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
two 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 24 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.  In no event, however,
shall the multiplier be less than 12.


 


(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.


 


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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 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 any one 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


 


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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 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.


 


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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.


 


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:

  	
  [**Name**]

  [**Address**] 

  [**Address**] 

  [**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**]

  
					



 


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