Exhibit 10.2


 


 


Second Amendment to the Service Agreement
for Managing Director






 


 


By and between 


 


Tower Automotive Holding GmbH



 


 


represented by its sole shareholder, Basel
Automotive Holdings B.V., this in turn represented by its managing directors


 


 


- hereinafter referred to as "Company" -


 


and


 


 


Mr Pär O. H. Malmhagen






- hereinafter referred to as "Mr Malmhagen"
-


 


 


Preamble


 


The parties are agreed that the Service
Agreement between them dated February 3, 2012 (the Service Agreement) as amended by the Amendment Agreement dated
March 4, 2013 shall be amended with effect from 1 January 2016 as follows:


 


Art. I


Amendment of Sec. 3 of the Service Agreement


 


Sec. 3 of the Service Agreement shall be replaced by the following
new Sec. 3:


 


Sec. 3

Remuneration


 


“(1)Effective January 1, 2016,
the fixed gross annual salary shall amount to


 


EUR 401,500
(EURO four hundred and one thousand five hundred) p.a..


 


 


The fixed salary is payable in 12 equal instalments at the
end of each calendar month. 


 



     

     


    




 


 


(2) Subject to the fulfilment
of certain targets and objectives as annually determined by the board of Tower International, Inc, Mr Malmhagen shall be entitled
towards the Company to a variable annual bonus with a gross target amount of


 


EUR 242,000 (Euro two hundred
forty-two thousand)


 


and a maximum annual gross target amount
of


 


EUR 484,000 (Euro four
hundred eighty-four thousand)


 


The bonus amount, if any, shall be paid
by the Company and shall depend on the target achievement as evaluated by the board of Tower International and shall be forfeited
if certain minimum targets fail to be achieved. The targets and the conditions of entitlement shall be set annually by the board
of Tower International and are subject to the relevant bonus plan as valid from time to time. 


 


If this Service Agreement is terminated
by the Company during the course of a fiscal year for good cause within the scope of Sec. 626 of the German Civil Code based on
circumstances in the behaviour or the person of Mr. Malmhagen including but not limited to his negligence, Mr. Malmhagen shall
not be entitled to a bonus for that particular year. In the event that the service relationship ends during the course of a year
for other reasons or if Mr Malmhagen is released from his duties to render services for the Company, the bonus shall be pro-rated
and the pro-rated part of the bonus, shall be calculated in accordance with the actual targets achieved as of the fiscal year’s
end and shall fall due in accordance with the general rules as set out in the relevant bonus plan. In the event that the relevant
bonus plan does not provide for a due date, the rate of target achievement shall be determined no later than 5 months following
the year for which the bonus was promised and the annual bonus minus any statutory deductions shall fall due 1 month following
such determination of target achievement.


 


(3)Subject to the provisions
of the Long Term Incentive (LTI)-Plan of Tower International Inc. as valid from time to time, Mr Malmhagen shall become eligible
to participate in the LTI-Plan of Tower Automotive Group. The LTI-award under the plan for 2016 will be based on a target value
of EUR 220,000 (Euros two-hundred twenty thousand).


 


It is understood between the parties
that any rights, grants and entitlements to an LTI shall be solely subject to the relevant LTI-Plan as valid from time to time,
that Tower International Inc has full power of discretion in respect of the form of the award, if any, (e.g. RSUs, Shares, Share
Options or any other equity-like instrument) and that only Tower International Inc but not the Company shall be liable for awards
granted under the relevant LTI-Plan. 


 



     

     


    




(4)Unless expressly provided otherwise
herein, in particular in Sec. 12 para (4) of this Service Agreement, or in a relevant bonus plan or LTI plan, all remuneration
shall be paid on a pro rata basis in case this Service Agreement should commence or end during the term of a year.


 


(5)The parties are in agreement
that although parts of the remuneration pursuant to this Sec. (3) will be paid by an entity other than the Company, such payment
obligations shall not create, constitute or cause an additional employment or service relationship with any entity other than the
Company.”


 


Art. II


Amendment of Sec. 1 of the Amendment
Agreement


 


A) Parties are in Agreement that retention pursuant to Sec.
1 of the Amendment Agreement dated March 4, 2013 will be paid per Sec. 1. Sec. 1 of the Amendment Agreement dated March 4 2013
shall be replaced by the following new Sec. 1 effective January 1, 2016:


 


In addition to the provisions of the
Service Agreement the following special retention bonus is agreed: (1) Subject to the execution of a Release (as defined in Sec.
2 para 2 of the Amendment Agreement and as amended under Art. III of this agreement), provided that Mr. Malmhagen does not terminate
this Service Agreement of his own accord or resign his corporate office as managing director of his own accord, prior to December
31 2017, unless such termination or resignation occurs for Good Reason (as defined below) in circumstances other than a Change
in Control, and provided that the Company does not terminate the Service Agreement for cause in the meaning of Sec. 626 German
Civil Code based on circumstances in the behaviour or the person of Mr. Malmhagen including but not limited to his negligence in
the time until December 31, 2017 Mr Malmhagen shall be entitled to a one-off Special Retention Bonus in the total gross amount
of 643,500 Euros. The net amount of this Special Retention Bonus after statutory deductions shall be paid as part of the normal
payroll in January 2018.


 


(2) Provided that Mr. Malmhagen’s
Service Agreement ends prior to December 31, 2017 due to death or disability Mr Malmhagen shall also be entitled to the Special
Retention Bonus. 


 


(3) For the avoidance of doubt, the
Company and Mr. Malmhagen agree that the Special Retention Bonus will not be triggered upon a Change of Control, and neither due
to a disposal of all shares in Basel Automotive Holdings B.V. by a subsidiary of Tower International, Inc. and/or in the event
that the employment of Mr. Malmhagen is terminated before Dec. 31, 2017 following such Change of Control or the disposal of all
shares in Basel Automotive Holdings B.V.


 


Art. III


Amendment of Sec. 2 of the Amendment
Agreement


 


A) Sec. 2 para 2 of the Amendment Agreement dated March 4, 2013
shall be replaced by the following new Sec. 2 para 2:


 


(2) Provided that (i) a Change-in-Control
occurs during the period of the Service Agreement and (ii) within a period of 2 years following such Change in Control this Service
Agreement is terminated (beendet) by or upon request of the Company for any other reasons than for good cause in the meaning of
Sec. 626 German Civil Code or Mr. Malmhagen terminates his employment for Good Reason (as defined below), upon at least thirty
(30) days prior written notice and opportunity to cure and (iii) subject to Mr. Malmhagen's (or, in the event of Mr. Malmhagen's
death or incapacity, Mr. Malmhagen's legal representative's) execution, delivery and non-revocation of a general release in a form
satisfactory to the Company and its affiliates, in particular Tower International, Inc. (the "Release"); provided, however,
that the Release shall preserve (a) Mr. Malmhagen's rights, if any, to indemnification under Tower International, Inc.'s Bylaws
(as amended from time to time), circumstances set out in Sec. 309 No. 7 German Civil Code (i.e. in the event of damages to life,
body or health of Mr Malmhagen or in the event of gross negligence), damages caused by wilful acts and/or under any applicable
compulsory law, and (b) coverage under the Company's Directors and Officers liability insurance policies for any claims arising
out of or relating to Mr. Malmhagen's employment with the Company and under any provisions of this Agreement that are intended
to survive the termination of this Agreement and Mr. Malmhagen's employment hereunder, Mr Malmhagen shall be entitled to a gross
severance package comprising (i) a payment of 2 fixed annual fixed salaries (pursuant to Sec. 3 para (1) of the Service Agreement)
(hereinafter referred to as the "CIC Base Severance Amount") and (ii) a payment of 2 times target bonus (target
amount EUR 242.000) as well as (iii) the pro rata target bonus pursuant to Sec. 3 para (2) of the Service Agreement (ii and iii
hereinafter collectively referred to as the “CIC Bonus Severance Amount"). The CIC Base Severance Amount, less
standard income and payroll tax withholdings and other authorized deductions, shall be payable in twenty four (24) equal monthly
installments, commencing within one month following the date of the termination of Mr. Malmhagen's service agreement. The CIC Bonus
Severance Amount shall be paid when bonus amounts are paid to other executives, by March 15 of the year following the year to which
the bonus relates.”


 



     

     


    




B) Sec. 2 para 4 of the Amendment Agreement dated March 4, 2013
shall be replaced by the following new Sec. 2 para 4:


 


“(4)The payments made pursuant to Sec. 2 para (2)
hereinabove shall serve as compensation for Mr Malmhagen’s adherence to post contractual covenants to Sec. 9 of the Service
Agreement and Sec. 2 para 7 of this Amendment Agreement.”


 


Art. IV


Amendment of Sec. 13 para 1 of the Service
Agreement


 


 


Sec. 13 para 1 of the Service Agreement
as amended by the Amendment Agreement dated March 4, 2013 shall be replaced by the following new Sec. 13 para 1:


 


“In the event that this Service
Agreement is terminated or not extended by the Company for other reasons than for (i) good cause in the meaning of sec. 626 German
Civil Code, (ii) permanent disability of Mr Malmhagen (which shall be deemed to have occurred after 6 consecutive months of incapacity
to perform services or 9 month of such incapacity in any calendar year) or (iii) Mr Malmhagen reaching the age of 65, Mr Malmhagen
shall be entitled to a gross severance package comprising (i) the payment of the fixed salary pursuant to Sec. 3 para 1 for 12
months following the termination of this Service Agreement and (ii) a payment of 1 target bonus pursuant to Sec. 3 para (2)
subpara 1 of the Service Agreement (target amount EUR 242.000) and (iii) the pro-rated target bonus pursuant to Sec. 3 para (2)
of the Service Agreement as well as (iv) the payment of the cash value of the fringe benefits, in particular the Company car, pursuant
to Sec. 5 para 1 above for 12 months following the termination of this Service Agreement. For the avoidance of doubt, the severance
shall in no event comprise LTI pursuant to Sec. 3 para 3.” 


 


Art. V


Final Provisions


 


 


(1) To the extent not expressly changed
in this Second Amendment Agreement, all other provisions of the Service Agreement and the Amendment Agreement dated March 4, 2013
shall continue in effect unchanged, provided however that a duplication of benefits triggered by the same circumstance shall in
any event be excluded. Further, it is understood that any obligations of the Company under Sec. 4 of the Service Agreement (Signing
and Retention Payment) have been fully settled.


 


(2) Any changes or amendments to this Second
Amendment Agreement shall be invalid unless executed in writing. This shall also apply to the cancellation or amendment of the
written form.


 


(3) Should one or several provisions of
this Second Amendment Agreement be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions
hereunder shall not be affected thereby. The invalid or unenforceable provision shall be replaced with a valid provision which
comes as close as possible to the intended economic result of the invalid provision. The same shall apply to any gap in this Amendment
Agreement.


 


***


 



     

     


    

 





 





	
        Place / Ort Livonia, Michigan

        Date / Datum 12/21/15 

         

         

        /s/Miljko Rajkovic_____________

         

         

        /s/James C. Gouin_____________

         

        Tower Automotive Holding GmbH

         

        represented by its sole shareholder, Basel
        Automotive Holdings B.V. which is represented by its managing directors

         
	
        Place / Ort Cologne, Germany

        Date / Datum 12/21/15

          

         

        /s/ Pär O. H. Malmhagen___________

         

        Mr Pär O. H. Malmhagen