EX-10.1







EXHIBIT 10.1




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.





	 	1.	 	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.
	 
	 	2.	 	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.
	 
	 	3.	 	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.
	 
	 	4.	 	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.
	 
	 	5.	 	Equity: Executive shall be eligible to participate in the Company’s Equity
Incentive Plan, subject to and in accordance with its terms.




 









 






	 	6.	 	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.
	 
	 	7.	 	Vacation and Holidays: Executive shall accrue paid vacation/personal time and
shall be entitled to paid holidays pursuant to the Company’s vacation and holiday policy
(attached hereto as Exhibit D), as amended by the Company from time to time. Currently,
Executive shall accrue paid vacation/personal time off at the pro rata rate of fifteen (15)
days per year and shall be entitled to ten (10) paid holidays per year on the dates listed
in Exhibit D.
	 
	 	8.	 	Benefits: Executive will be entitled to participate in the Company’s customary
executive employee benefits, including but not limited to all benefits and group insurance
provided by the Company to similarly-situated executives.
	 
	 	9.	 	At-Will Employment: Executive’s employment with the Company is and shall be at
all times at-will in nature. Either Executive or the Company can end the employment
relationship at any time with or without notice, and with or without reason.
Notwithstanding the foregoing, if Executive resigns employment or if the Company terminates
Executive’s employment for any reason other than Cause (as defined herein), then Executive
and Company, respectively, shall be required to give the other a minimum of three (3)
months advance written notice.
	 
	 	10.	 	Severance: If the Company involuntarily terminates Executive’s employment for
any reason other than Cause (as defined herein), then Company shall pay Executive a
one-time severance payment in the gross amount reflected next to his/her name in the
attached Exhibit A. Except for any delay in payment required by Code Section 409A, this
severance payment shall be paid out over regular Company payroll for the length of time
that Executive would have earned the same amount as Base Salary and target Annual
Performance Bonus had his/her employment not been terminated – e.g., if the severance
amount were 100% of Base Salary, then the severance would pay out over a one (1) calendar
year period. This severance payment shall be expressly conditioned on Executive executing
and delivering a full waiver and release of all claims against the Company in a form as
attached hereto as Exhibit E, and on Executive continuing to comply with all obligations
that per their terms survive employment termination, including but not limited to the
restrictive covenants contained in Section 13 herein. For purposes of this Section 11,
Cause shall be defined as any of the following:






	 	a.	 	Executive’s death;
	 
	 	b.	 	Executive’s disability (defined as Executive’s inability to perform
his/her essential job duties for a consecutive period of 180 calendar days);
	 
	 	c.	 	Executive commits, is indicted of, or is convicted of, or admits, plea
bargains, enters a plea of no contest or nolo contendere to, any felony of any kind
or a misdemeanor, or violates any laws, involving fraud, dishonesty or an act of
moral turpitude;
	 
	 	d.	 	Executive materially breaches this Agreement or any other agreement to
which the Executive and the Company are parties;
	 
	 	e.	 	Executive materially violates any written Company policy, regardless of
whether within or outside the scope of his/her authority;




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	 	f.	 	Executive commits willful or intentional misconduct, gross negligence,
or dishonest, fraudulent or unethical behavior, or other conduct involving serious
moral turpitude in the performance of his/her duties hereunder;
	 
	 	g.	 	Executive fails or refuses to materially comply (to the best of his/her
ability) with a specific direction of the Company, unless the Executive reasonably
and in good faith believes such specific direction to be unlawful (in which case
the Company’s termination of the Executive’s employment shall not be for Cause
under this provision); or
	 
	 	h.	 	Executive engages in any conduct which breaches his/her fiduciary duty
to the Company, which materially injures the integrity, character or reputation of
the Company or which impugns Executive’s own integrity, character or reputation so
as to cause Executive to be unfit to act in the capacity of an executive officer of
the Company.






A termination of employment by the Company for Cause (other than death or disability)
under this Section 11 shall be effectuated by the Board giving the Executive written
notice of the termination within thirty (30) calendar days of the event constituting
Cause, or such longer period as the parties may agree, setting forth in reasonable
detail the specific conduct of the Executive that constitutes Cause, the specific
provisions of this term sheet/agreement on which the Company relies and, to the extent
such Cause is susceptible to cure, providing the Executive with a thirty (30) calendar
day cure period. If the Executive fails or is unable to remedy the condition within
such thirty (30) day cure period, then the Company may terminate the Executive’s
employment within thirty (30) calendar days following expiration of the cure period, and
if the Company fails to so terminate the Executive’s employment, then any subsequent
termination based upon the same underlying facts shall not constitute a termination for
Cause under this Section 11.




	 	11.	 	D&O Insurance: While employed pursuant to this term sheet/agreement, Executive
will be covered by the Company’s D&O insurance policy in accordance with its terms,
including full hook and tail coverage for covered claims arising out of events prior to and
during his employment. In addition, the Company shall indemnify Executive pursuant to the
provisions contained in the Company’s bylaws, as amended from time to time.
	 
	 	12.	 	Restrictive Covenants: Executive will be subject to standard confidentiality
(trade secret)/non-compete/non-solicitation covenants during his employment, and regarding
confidentiality (trade secrets) forever thereafter, but regarding
non-compete/non-solicitation for a period of twelve (12) months immediately following the
end of employment with the Company (for any or no reason). Executive will agree to a
standard non-disparagement covenant as to the Company, its Board, and Section 16 Officers,
during employment and forever thereafter.
	 
	 	13.	 	Miscellaneous: This term sheet/agreement will be governed by Michigan law,
will be adjudicated exclusively within the State of Michigan, and will supersede and
replace any prior or other promises or agreements or documents between Executive and anyone
concerning the subject matter of this term sheet, including but not limited to any promises
or agreements by or with the Company or its Board of Directors; provided, however, that all
Exhibits hereto and all plans or documents referenced herein are expressly incorporated and
not superseded by this term sheet/agreement (which include but are not limited to Exhibits
A-E hereto, as well as the above-referenced Change of Control agreements). This term
sheet/agreement cannot be amended, except by a written document signed by the parties below
and expressly referencing this term sheet. Executive agrees that his/her services cannot
be assigned and are personal to him/her.




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ACCEPTED AND AGREED:




	 	 	 	 	 
	/s/ Thomas Chambers	 	December 3, 2008
	 	 	 
	Executive	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 
	 	 	 	 
	Dura Automotive Systems, Inc.	 	 
	 
	 	 	 	 
	By: 

	 /s/ Theresa L. Skotak	 	 
	 	 	 	 
	Executive Vice President and	 	December 2, 2008
	Chief Administrative Officer	 	 






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EXHIBIT A

TO

DURA AUTOMOTIVE SYSTEMS, INC.

SECTION 16 OFFICER/SENIOR EXECUTIVE EMPLOYMENT TERM SHEET AGREEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Job	 	 	 	 	 	 	 	Bonus	 	 
	Executive	 	Start Date	 	Position	 	Base Salary	 	Severance	 	Target/Max	 	Flex Perq.
	Tom Chambers

	 	1/12/2009
	 	COO
	 	$	550,000	 	 	One and half times
total of annual
Base + Bonus
	 	100% / 150%


2009 Bonus will be
paid at minimum of
100%
	 	$	33,000	 





The Company will pay the cost for moving and relocation expenses pursuant to the Current Employee
Moving and Relocation policy.