**Exhibit10.23**

 

FORM OF CHANGE OF CONTROLAGREEMENT

 

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

 

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

 

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

 

Based on the foregoing facts and circumstances and forgood and valuable consideration, receipt of which is hereby acknowledged, theCompany 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”). |
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| 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. |
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|   |                                                                                                                                                                                        | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|   | B.     | Definitions. |
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|   |   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|   |   | (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. |
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|   |   | (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. |
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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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.                                                                                                                                                                                                                                                                                                                                                      |

 

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| 6.     | Notices.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|   | If to Company:                                                                                                                                                                                                                                                                                                                                                                                                                                                         | DeCrane Aircraft  Holdings, Inc. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 2361 Rosecrans Avenue,  Suite 180 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | El Segundo, CA 90245 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Attention: Chief  Financial Officer |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Fax: 310-643-0746 |
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|   | If to Executive:                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Fax: |
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| 7.     | Facsimile  Signatures.  Execution and Delivery.  This Agreement shall be effective upon  transmission of a signed facsimile by one party to the other.                                                                                                                                                                                                                                                                                                       |
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| 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 beenexecuted on the date specified in the first paragraph.

 
|   | DECRANE AIRCRAFT  HOLDINGS, INC. |
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|   | By:                              |   |
|   |                             | Authorized Signature |
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|   |                             | EXECUTIVE |
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|   |                             | [**Name of Executive**] |

 

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