Exhibit
10.69 


 


 


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


THIS AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of March 4, 2013 is between Tower Automotive Operations
USA I, LLC, a Delaware limited liability company (the “Company”) and James C. Gouin, an individual (the
“Employee”). (The Company and the Employee are each a “Party” and, collectively, the
“Parties”.) This Agreement amends and restates in its entirety the employment agreement between the Parties dated
November 1, 2007, as previously amended in September 2009, June 7, 2010 and December 20, 2011.


 


WHEREAS, the Parties
wish to establish the terms of the Employee’s continuing employment with the Company.


 


Accordingly, the Parties agree as follows:


 


1. Employment
and Acceptance. The Company shall continue to employ the Employee, and the Employee shall continue to accept employment with
the Company, subject to the terms of this Agreement, effective as of March 4, 2013 (the “Effective Date”).


 


2. Term.
Subject to earlier termination pursuant to Section 5 below, this Agreement and the employment relationship hereunder shall continue
from the Effective Date until December 31, 2014 (the “Initial Term”). Effective upon the expiration of the Initial
Term and of each Additional Term (as defined below), if any, this Agreement and the employment relationship hereunder may be extended
for an additional period of one (1) year or, if the Employee agrees, two (2) or up to three (3) years, subject to earlier termination
pursuant to Section 5 (each, an “Additional Term”), in each such case commencing upon the expiration of the Initial
Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar days prior to the expiration
of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have given written notice to the
Employee of its intention to extend the Term (as defined below) of this Agreement and time period of the extension (the “Extension
Notice”). In the event that the Company does not provide an Extension Notice in the manner set forth in the preceding sentence,
the Term automatically shall expire at the end of the Initial Term or the then-current Additional Term, as the case may be. As
used in this Agreement, “Term” shall refer to the period beginning on the Effective Date and ending on the date of
the Employee’s employment termination in accordance with this Section 2 or Section 5. Upon the expiration of the Term or
earlier termination of this Agreement and the employment relationship hereunder, the Company shall have no further obligations
to the Employee under this Agreement or otherwise, except as specifically set forth in Section 5.


 


3. Duties and Title.


 


3.1Title.
The Company shall employ the Employee to render exclusive and full-time services to the Company and the other members of the Company
Group (as defined below). The Employee shall serve in the capacity of Chief Financial Officer of Tower International, Inc. (“Tower”)
and in such other positions or capacities as may be requested by the Board of Directors of Tower (the “Board”) and/or
the Chief Executive Officer of Tower (the “CEO”) (including, without limitation, serving as an officer of, or in another
capacity for, one or more members of the Company Group), and shall report directly to the CEO. As used in this Agreement: (a) “Company
Group” means the Company and its Affiliates; and (b) “Affiliate” of any individual or entity means any other
individual or entity that directly or indirectly controls, is controlled by, or is under common control with, the individual or
entity; provided that, for purposes of this Agreement, an “Affiliate” of the Company means Tower and any entity that
is owned or controlled by Tower.


 


3.2 Duties.
During the Term, the Employee shall have such authority and responsibilities and shall perform such executive duties as are customarily
performed by a chief financial officer of a company in similar lines of business as the Company and its Affiliates or as may be
assigned to the Employee by the Board and/or the CEO, including, without limitation, performing services for the other members
of the Company Group. Additionally, during the Term, the Employee shall be responsible for the Company Group’s day to day
financial and accounting matters. Notwithstanding, anything contained herein to the contrary, the Employee’s authority and
responsibilities shall be limited to the extent determined by the Board and/or the CEO. During the Term, the Employee shall devote
all of his full working-time and attention to the performance of such duties and to the promotion of the business and interests
of the Company Group; provided, however, that the Employee may serve as a director of an entity with the written approval of the
Board, engage in charitable activities and manage his own personal investments so long as such activities do not interfere with
his duties and responsibilities hereunder.


 






    	1



    	 



    
 


 


3.3Location.
The Employee shall perform his full-time services to the Company Group in the Company’s Livonia, Michigan office; provided,
however, that the Employee shall be required to travel as necessary to perform his duties hereunder.


 


4. Compensation
and Benefits by the Company. As compensation for all services rendered pursuant to this Agreement (including, without limitation,
services as an officer, director or member of any committee of any member of the Company Group or any division of a member of the
Company Group), the Company shall provide the Employee with the following during the Term:


 


4.1 Base Salary.
During the Term, the Company shall pay the Employee a base salary of $472,500 on an annualized basis, payable in accordance with
the customary payroll practices of the Company (“Base Salary”). The Base Salary shall be subject to periodic review
and adjustments as the Board/Compensation Committee, deems appropriate, in its discretion. Except to the extent commensurate with
“across the board” reductions to base salaries made applicable to similarly situated officers of the Company, the Employee’s
Base Salary may not be decreased.


 


4.2 Annual Bonus.
For each fiscal year ending during the Term, the Employee shall be eligible to receive, under the Company’s annual incentive
plan, an annual variable bonus payment with a target gross amount of one hundred five percent (105%) of the Employee’s annualized
Base Salary (as in effect as of the beginning of the applicable fiscal year) (the “Annual Bonus”). The precise amount
of the Annual Bonus shall be based on achievement of objectives set by the Board or a committee thereof at the beginning of the
applicable year. The Annual Bonus payment shall be due and payable at such time or times as the Board (or committee thereof) determines
(the “Annual Bonus Approval Date”), but not later than thirty (30) days following approval by the Board (or committee
thereof) of the audited financial statements of the Company Group for the applicable fiscal year, and in no event later than March
15 of the year following the year to which the Annual Bonus relates. To be eligible to receive any Annual Bonus (or portion thereof),
the Employee must be employed by the Company on the Annual Bonus Approval Date, except as provided in Section 5.


 


4.3 Participation
in Employee Benefit Plans. The Employee shall be entitled during the Term, if and to the extent eligible, to participate in
all of the applicable benefit plans (excluding severance plans, if any) of the Company, which may be available to other senior
executives of the Company. The Company may at any time or from time to time amend, modify, suspend or terminate any employee benefit
plan, program or arrangement for any reason without the Employee’s consent if such amendment, modification, suspension or
termination is consistent with the amendment, modification, suspension or termination for other executives of the Company.


 


4.4 Expense Reimbursement.


 


(a)During the Term,
the Employee shall be entitled to receive reimbursement for all appropriate business expenses incurred by him in connection with
his duties under this Agreement in accordance with the policies of the Company as in effect from time to time.


 


(b)All reimbursements
and in-kind benefits provided under this Agreement that constitute “nonqualified deferred compensation” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be made or provided in
accordance with Code Section 409A, and: (i) in no event shall reimbursements by the Company under this Agreement be made later
than the end of the calendar year next following the calendar year in which such fees and expenses were incurred (and then only
to the extent the Employee has submitted an invoice for such fees or expenses at least thirty (30) days before the end of the calendar
year next following the calendar year in which such fees and expenses were incurred, and the Employee has complied with all Company
policies regarding such reimbursements); (ii) the amount of in-kind benefits or expenses that the Company is obligated to reimburse
in any given calendar year (other than medical reimbursements described in Treas. Reg. Section 1.409A-3(i)(1)(iv)(B)) shall not
affect the in-kind benefits or expenses eligible for reimbursement by the Company in any other calendar year; (iii) the Employee’s
right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other
benefit; and (iv) in no event shall the Company’s obligation to make such reimbursements or to provide such in-kind benefits
apply later than the periods set forth in this Agreement.


 






    	-2-



    	 



    
 


 


4.5 Equity Awards.
Upon the consummation of a Change in Control (as defined below), all then outstanding equity-based awards granted to the Employee
pursuant to the Tower International, Inc. 2010 Equity Incentive Plan (or any successor plan thereto) shall immediately become fully
vested. For purposes of this Agreement, “Change in Control” shall be defined as set forth in Section 2.6 of the Tower
International, Inc. 2010 Equity Incentive Plan on the Effective Date of this Agreement.


 


5. Termination
of Employment.


 


5.1 By the Company
for Cause or by the Employee Without Good Reason. If: (i) the Company terminates the Employee’s employment with the Company
for Cause (as defined below); or (ii) the Employee terminates his employment with the Company without Good Reason (as defined below),
provided that the Employee shall be required to give the Company at least sixty (60) days prior written notice of such termination
(subject to the Company’s right to accept Employee’s notice of termination and to accelerate such notice and make the
Employee’s termination effective immediately, or on any other date prior to the Employee’s intended last day of work
as the Company deems appropriate, which acceleration shall in no event be deemed a termination by the Company without Cause), then
the Employee shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall be to
pay or provide to the Employee, the following (collectively, the “Accrued Benefits”):


 


(a) the
Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section
4.1 above) and any amounts or benefits (if any) that are vested amounts or vested benefits or that the Employee is otherwise entitled
to receive under the express provision of any plan, program, policy or practice on the effective date of termination (excluding,
without limitation, severance pay plans (if any) and any amounts or benefits that are forfeited in the event of a termination for
Cause, termination by the Employee without Good Reason or other termination in accordance with the terms of the applicable plan,
program, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such
plan, program, policy or practice;


 


(b) any
Annual Bonus (or portion thereof), if any, relating to the fiscal year prior to the fiscal year in which the effective date of
the Employee’s termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date
of termination, which unpaid Annual Bonus (or portion thereof) shall be payable in accordance with Section 4.2; and


 


(c)expenses
reimbursable under Section 4.4 incurred, but not yet reimbursed to the Employee, to the date of termination.


 


For the purposes of
this Agreement, “Cause” means, as determined by a majority of the Board, in the Board’s reasonable business judgment
acting in good faith and engaging in fair dealing with the Employee, with respect to conduct during the Employee’s employment
with the Company, whether or not committed during the Term: (i) commission of a felony by the Employee; (ii) acts of dishonesty
by the Employee resulting or intending to result in personal gain or enrichment at the expense of any member of the Company Group
or any of their respective Affiliates; (iii) the Employee’s appropriation (or attempted appropriation) of any business opportunity
of any member of the Company Group or any of their respective Affiliates, including, without limitation, attempting to secure or
securing any personal profit or benefit in connection with any transaction entered into by or on behalf of any member of the Company
Group or any of their respective Affiliates; (iv) the Employee’s material breach of any of his duties, representations, warranties,
covenants or other obligations under this Agreement; (v) conduct by the Employee in connection with his duties hereunder that is
fraudulent or grossly negligent or that the Employee knew to be unlawful, provided that any action taken by the Employee on the
advice of the Company’s General Counsel (or his/her designee) shall not be treated as unlawful for purposes of this clause
(v); (vi) engaging in personal conduct by the Employee (including, but not limited to, employee harassment or discrimination, or
the use or possession at work of any illegal controlled substance) which seriously discredits or damages any member of the Company
Group or any of their respective Affiliates; (vii) contravention of specific lawful direction of the Board and/or CEO, failure
to adhere to any applicable policy or procedure of the Company of which the Employee has knowledge or which has been provided to
the Employee in writing, or inattention to or failure to attempt, in good faith, to perform the material duties to be performed
by the Employee under the terms of this Agreement; or (viii) breach of the Employee’s covenants set forth in Section 6 below
before termination of employment; provided, that, with respect to clauses (iv) and (vii) only, the Employee shall have thirty (30)
days after notice from the Company, which notice shall set forth in reasonable detail a description of the deficiency determined
by the Board to constitute Cause, to cure the deficiency leading to the Cause determination, if curable. A termination for “Cause”
shall be effective immediately (or on such other date set forth by the Company).


 






    	-3-



    	 



    
 


 


For the purposes of
this Agreement, “Good Reason” means, without the Employee’s consent, (i) a material adverse reduction in the
Employee’s authority, responsibilities or duties as Chief Financial Officer of Tower; or (ii) the Company’s material
breach of this Agreement; provided that a suspension of the Employee and the requirement that the Employee not report to work shall
not constitute “Good Reason” if the Employee continues to receive the compensation and benefits required by this Agreement.


 


The Employee shall
be deemed to have consented to any act or event that would otherwise give rise to “Good Reason,” unless the Employee
provides written notice to the Company specifying the act or event within thirty (30) days following the occurrence of such act
or event. The Company shall have thirty (30) days after receipt of notice from the Employee specifying the act or event otherwise
constituting Good Reason to cure the act or event that otherwise would constitute Good Reason.


 


5.2.1 By the Company
Without Cause or Due to Death or Disability or Expiration of the Term. If: (i) the Company terminates the Employee’s
employment without Cause (which may be done at any time with or without prior notice); (ii) the Employee’s employment terminates
due to his death; (iii) the Company terminates the Employee’s employment due to the Employee’s Disability (as defined
below); or (iv) this Agreement and the employment relationship hereunder is terminated as a result of the expiration of the Term
(arising out of the Company’s determination not to deliver an Extension Notice and regardless of whether the expiration of
the Term occurs at the end of the Initial Term or an Additional Term), then the Employee (or, in the event of the Employee’s
death or incapacity, the Employee’s legal representative) shall be entitled to receive, and the Company’s sole obligation
under this Agreement or otherwise shall be to pay or provide:


 


(a) the
Accrued Benefits; and


 


(b) subject
to the Employee’s (or, in the event of the Employee’s death or incapacity, the Employee’s legal representative’s)
execution, delivery and non-revocation of a general release in a form satisfactory to the Company (the “Release”),
which Release, among other things, shall include a general release of the members of the Company Group, each of their respective
direct and indirect parent entities and direct and indirect subsidiaries, each of their respective Affiliates, and each of their
respective officers, directors, employees, shareholders, members, managers, partners, plan administrators, and agents, as well
as the predecessors, past and future successors and assigns or estates of any of the foregoing, from all liability; provided, however,
that the Release shall preserve the Employee’s rights, if any: (i) to indemnification under the Company Group’s Bylaws
(as amended from time to time), applicable law or otherwise, and coverage under the Company Group’s Directors and Officers
liability insurance policies for any claims arising out of or relating to the Employee’s employment with the Company; (ii)
to the Accrued Benefits; (iii) under COBRA; and (iv) under any provisions of this Agreement that are intended to survive the termination
of this Agreement and the Employee’s employment hereunder (including, without limitation, the Company’s obligations
under this Section 5.2.1):


 






    	-4-



    	 



    
 


 


(i) an aggregate
amount equal to:


 


(A)one
(1) times the Employee’s annualized rate of Base Salary as of the effective date of termination (the “Base Severance
Amount”); plus


 


(B)the
average of the Employee’s bonuses paid for the three (3) consecutive fiscal years immediately prior to the year of employment
termination (or the average of consecutive bonuses paid to the Employee immediately prior to employment termination if the Employee
has been employed less than three (3) consecutive years), plus a pro-rated bonus for the year of the Employee’s employment
termination based on the actual bonus awards earned and paid for the fiscal year of the Employee’s termination (in the aggregate,
the “Bonus Severance Amount”). The pro-rated amount will be based on the number of days in the fiscal year up to and
including the date of employment termination in relation to the total number of days in the fiscal year; and


 


(ii)if the
Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal
representatives) elects continuing group coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), the Company (on a taxable basis) shall waive (or reimburse the Employee on a monthly basis for) the cost
of such coverage to the extent that such cost exceeds the cost that the Company charges active employees for similar coverage until
the earlier of (x) the completion of the first twelve (12) months of COBRA coverage, or (y) the date that the Employee (or the
Employee’s legal representatives, if applicable) is covered under another group health plan, subject to the terms of the
plans and applicable law.


 


For the purposes
of this Agreement, “Disability” means a determination by the Company in accordance with applicable law that, as a result
of a physical or mental injury or illness, the Employee is unable to perform the essential functions of his job (with or without
reasonable accommodation) for a period of (i) ninety (90) consecutive days, or (ii) one hundred twenty (120) days in any twelve-month
period.


 


The Base
Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve
(12) equal monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but
in no event later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided,
however, that payment of the Base Severance Amount shall not commence unless the statutory period during which the Employee is
entitled to revoke the Release has expired during the 75-day period following the Employee’s date of termination and provided
further that any payments provided hereunder shall be made in the second taxable year if the 75-day period begins in one taxable
year of the Employee and ends in the subsequent taxable year. Each installment of the Base Severance Amount shall be treated as
a separate payment for purposes of Code Section 409A.


 


The Bonus
Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in a single
lump sum between January 1 and March 15 of the year following the year in which the Employee’s date of termination occurs;
provided, however, that payment of the Bonus Severance Amount shall not be made unless the statutory period during which the Employee
is entitled to revoke the Release has expired.


 


The Company
shall have no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that the
Employee breaches the provisions of Section 6.


 


5.2.2By the Employee
for Good Reason. If the Employee terminates his employment for Good Reason, upon at least thirty (30) days prior written notice
and opportunity to cure, then the Employee (or, in the event of the Employee’s death or incapacity, the Employee’s
legal representative) shall be entitled to receive, and the Company’s sole obligation under this Agreement or otherwise shall
be to pay or provide:


 


(a) the Accrued Benefits;
and


 


 



    	-5-



    	 



    



 


(b)subject to the
Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above:


 


(i) an
aggregate amount equal to:


 


(A) the Base
Severance Amount;


 


(B) the Bonus
Severance Amount; and


 


(ii)if
the Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s
legal representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse
the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges
active employees for similar coverage until the earlier of (x) the completion of the first twelve (12) months of COBRA coverage,
or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group
health plan, subject to the terms of the plans and applicable law.


 


The Base Severance
Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in twelve (12) equal
monthly installments, commencing within seventy-five (75) days following the Employee’s date of termination, but in no event
later than March 15 of the year following the year in which the Employee’s date of termination occurs. Provided, however,
that payment of the Base Severance Amount shall not commence unless the statutory period during which the Employee is entitled
to revoke the Release has expired during the 75-day period following the Employee’s date of termination and provided further
that any payments provided hereunder shall be made in the second taxable year if the 75-day period begins in one taxable year of
the Employee and ends in the subsequent taxable year. Each installment of the Base Severance Amount shall be treated as a separate
payment for purposes of Code Section 409A.


 


The Bonus Severance
Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable in a single lump sum
between January 1 and March 15 of the year following the year in which the Employee’s date of termination occurs; provided,
however, that payment of the Bonus Severance Amount shall not be made unless the statutory period during which the Employee is
entitled to revoke the Release has expired.


 


The Company shall have
no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that the Employee
breaches the provisions of Section 6.


 


It is understood, and
the Employee hereby acknowledges, that for purposes of this Section 5.2.2 only, as long as the Employee continues to receive the
compensation and benefits required by this Agreement and continues to be the Chief Financial Officer of Tower, there shall be no
basis for a termination by the Employee for Good Reason (for the avoidance of doubt, a reduction in authority, responsibilities
or duties resulting from a discontinuance or disposition, in whole or part, of any division, business line or other operations
of the Company Group would not be a basis to terminate for Good Reason as long as the conditions set forth in this sentence are
satisfied).


 


5.3By the Company
without Cause or by the Employee for Good Reason Following a Change in Control. If, within two (2) years following the consummation
of a Change in Control, (i) the Company terminates the Employee’s employment without Cause (which may be done at any time
with or without prior notice and, for the avoidance of doubt, includes a termination by the Company without Cause that occurs simultaneous
with or immediately prior to the consummation of a Change in Control); or (ii) the Employee terminates his employment for Good
Reason, upon at least thirty (30) days prior written notice and opportunity to cure; then, in lieu of any amounts or benefits otherwise
payable pursuant to Section 5.2.1 or Section 5.2.2, the Employee shall be entitled to receive, and the Company’s sole obligation
under this Agreement or otherwise shall be to pay or provide:


 


(a) the
Accrued Benefits; and


 






    	-6-



    	 



    
 


 


(b) subject
to the Employee’s execution of a Release, the terms of which are described in Section 5.2.1(b) above:


 


(i) an aggregate
amount equal to:


 


(A)two
(2) times the Employee’s annualized rate of Base Salary as of the effective date of his employment termination (the “CIC
Base Severance Amount”); plus


 


(B)two
(2) times the Employee’s target bonus for the year of employment termination, plus a pro-rated bonus for the year of the
Employee’s employment termination based on the actual bonus awards for the fiscal year of the Employee’s termination
(in the aggregate, the “CIC Bonus Severance Amount”). The pro-rated amount will be calculated based on the number of
days in the fiscal year up to and including the date of employment termination in relation to the total number of days in the fiscal
year; and


 


(ii)if the
Employee (or, if eligible for continuation coverage under the terms of such plans and applicable law, the Employee’s legal
representatives) elects continuing group coverage pursuant to COBRA, the Company (on a taxable basis) shall waive (or reimburse
the Employee on a monthly basis for) the cost of such coverage to the extent that such cost exceeds the cost that the Company charges
active employees for similar coverage until the earlier of (x) the completion of the first eighteen (18) months of COBRA coverage,
or (y) the date that the Employee (or the Employee’s legal representatives, if applicable) is covered under another group
health plan, subject to the terms of the plans and applicable law.


 


(c)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 seventy-five (75) days following the Employee’s date of
employment termination, but in no event later than March 15 of the year following the year in which the Employee’s date of
termination occurs. Provided, however, that payment of the CIC Base Severance Amount shall not commence unless the statutory period
during which the Employee is entitled to revoke the Release has expired during the 75-day period following the Employee’s
termination and provided further that any payments provided hereunder shall be made in the second taxable year if the 75-day period
begins in one taxable year of the Employee and ends in the subsequent taxable year. Each installment of the CIC Base Severance
Amount shall be treated as a separate payment for purposes of Code Section 409A.


 


(d)The
CIC Bonus Severance Amount, less standard income and payroll tax withholdings and other authorized deductions, shall be payable
in a single lump sum between January 1 and March 15 of the year following the year in which the Employee’s date of termination
occurs; provided, however, that payment of the CIC Bonus Severance Amount shall not be made unless the statutory period during
which the Employee is entitled to revoke the Release has expired.


 


(e)If the
payment of any of the foregoing amounts or benefits under Section 5.3 (when added to any other payments or benefits provided to
the Employee in the nature of compensation under Code Section 280G(b)(2)) (the “Total Payments”) shall be subject to
the excise tax imposed by Code Section 4999, the aggregate Present Value of the Payments (defined below) under this Agreement shall
be reduced (but not below zero) to the Reduced Amount, but only if reducing the Payments shall provide the Employee with a Net
After-Tax Benefit that is greater than if the reduction is not made. The reduction of amounts payable hereunder, if applicable,
shall be determined by the Accounting Firm (defined below) in an amount that has the least economic cost to the Employee and, to
the extent the economic cost is equivalent, then all Payments, in the aggregate, shall be reduced in the inverse order of when
the Payments, in the aggregate, would have been made to the Employee until the specified reduction is achieved. For purposes of
this Agreement, the following definitions apply:


 






    	-7-



    	 



    
 


 


“Net
After-Tax Benefit” means the Present Value of a Payment, net of all federal, state and local income, employment and excise
taxes, determined by applying the highest marginal rate(s) applicable to an individual for the Employee’s taxable year in
which Payment is made.


 


“Payment”
means any payment or distribution in the nature of compensation (within the meaning of Code Section 280G(b)(2)) to or for the benefit
of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.


 


“Present
Value” means the value determined in accordance with Code Section 280G.


 


“Reduced
Amount” means an amount expressed in Present Value that maximizes the aggregate Present Value of Payments without causing
any Payment to be subject to excise tax under Code Section 4999 or the corporate deduction limitation under Code Section 280G.


 


The Code Section 280G
calculations under this Agreement and the determination that Payments shall be reduced or not reduced based on the Net After-Tax
Benefit shall be made by a nationally recognized independent public accounting firm selected by the Company (the “Accounting
Firm”), which shall provide its determination and any supporting calculations to the Company and the Employee within ten
(10) days after the Employee’s employment termination. The reasonable costs and expenses of the Accounting Firm shall be
borne by the Company. The determination by the Accounting Firm shall be binding upon the Company and the Employee. In making its
determination, the Accounting Firm shall take into account (if applicable) the value of the Employee’s non-competition covenant
set forth in Section 6 of this Agreement, which value shall be determined by the independent appraisal of a nationally-recognized
business valuation firm selected by the Company, and a portion of the Payments shall, to the extent of the appraised value, be
specifically allocated as reasonable compensation for such non-competition covenant and shall not be treated as a parachute payment.
If the Accounting Firm’s determination is disputed by the Internal Revenue Service, the Company shall reimburse the Employee
for the cost of the Employee’s reasonable attorneys’ fees for counsel selected by the Company, and any tax penalties
(including excise tax) and interest ultimately incurred by the Employee upon resolution of the dispute. Reimbursement shall be
made in accordance with the Code Section 409A procedures set forth in Section 4.4(b) hereof.


 


The Company shall have
no obligation to provide the payments and benefits (other than Accrued Benefits) set forth above in the event that Employee breaches
the provisions of Section 6.


 


5.4 No Mitigation;
No Offset. The Employee shall be under no obligation to seek other employment after his termination of employment with the
Company and the obligations of the Company to the Employee which arise upon the termination of his employment pursuant to this
Section 5 shall not be subject to mitigation or offset.


 


5.5 Resignation
from any Boards and Position. If the Employee’s employment is terminated for any reason under this Agreement, he shall
be deemed to resign (i) if a member, from the Board or board of directors of any other member of the Company Group or any other
board to which he has been appointed or nominated by or on behalf of the Company or any other member of the Company Group, and
(ii) from any position with any member of the Company Group, including, but not limited to, as an officer of any member of the
Company Group; and the Employee agrees to take all further actions that are deemed reasonably necessary by the Company to effectuate
or evidence such resignations.


 






    	-8-



    	 



    
 


 


6. Restrictions
and Obligations of the Employee.


 


6.1 Confidentiality.


 


(a)During
the course of the Employee’s employment by the Company (prior to and during the Term) or otherwise, the Employee has had
and will have access to certain trade secrets and confidential information relating to the Company and its Affiliates, its and
their respective direct and indirect parent entities and direct and indirect subsidiaries and each of their respective Affiliates,
as well as their respective predecessors, successors and assigns (collectively, the “Protected Parties”) which is not
readily available from sources outside the Protected Parties. The confidential and proprietary information and trade secrets of
the Protected Parties are among their most valuable assets, including but not limited to, their customer, supplier and vendor lists,
databases, competitive strategies, computer programs, frameworks, or models, their marketing programs, their sales, financial,
marketing, training and technical information, their product development (and proprietary product data) and any other information,
whether communicated orally, electronically, in writing or in other tangible forms concerning how the Protected Parties create,
develop, acquire or maintain their products and marketing plans, target their potential customers and operate their retail and
other businesses. The Protected Parties invested, and continue to invest, considerable amounts of time and money in their process,
technology, know-how, obtaining and developing the goodwill of their customers, their other external relationships, their data
systems and data bases, and all the information described above (hereinafter collectively referred to as “Confidential Information”),
and any misappropriation or unauthorized disclosure of Confidential Information in any form would irreparably harm the Protected
Parties. The Employee acknowledges that such Confidential Information constitutes valuable, highly confidential, special and unique
property of the Protected Parties. The Employee shall hold in a fiduciary capacity for the benefit of the Protected Parties all
Confidential Information relating to the Protected Parties and their businesses, which shall have been obtained by the Employee
during the Employee’s employment by the Company or its Affiliates or otherwise and which shall not be or become public knowledge
(other than by acts by the Employee or representatives of the Employee in violation of this Agreement). Except as required by law
or an order of a court or governmental agency with jurisdiction, the Employee shall not, during the period the Employee is employed
by the Company or its Affiliates or at any time thereafter, disclose any Confidential Information, directly or indirectly, to any
person or entity for any reason or purpose whatsoever, nor shall the Employee use it in any way, except in the course of the Employee’s
employment with, and for the benefit of, the Protected Parties or to enforce any rights or defend any claims hereunder or under
any other agreement with any Protected Party to which the Employee is a party, provided that such disclosure is relevant to the
enforcement of such rights or defense of such claims and is only disclosed to the extent necessary in the formal proceedings related
thereto. The Employee shall take all reasonable steps to safeguard the Confidential Information and to protect it against disclosure,
misuse, espionage, loss and theft. The Employee understands and agrees that the Employee shall acquire no rights to any such Confidential
Information.


 


(b) All
files, records, documents, drawings, specifications, data, computer programs, evaluation mechanisms and analytics and similar items
relating thereto or to the Business (for the purposes of this Agreement, “Business” shall be as defined in Section
6.3 hereof), as well as all customer lists, specific customer information, compilations of product research and marketing techniques
of the Protected Parties, whether prepared by the Employee or otherwise coming into the Employee’s possession, shall remain
the exclusive property of the Company or other Protected Parties, as applicable, and the Employee shall not remove any such items
from the premises of the Company or other Protected Parties, except in furtherance of the Employee’s duties under this Agreement.


 






    	-9-



    	 



    
 


 


(c) It
is understood that while employed by the Company or any of its Affiliates, the Employee will promptly disclose to the Company and
to no one else, any idea, invention, technique, modification, process, or improvement (whether patentable or not, any industrial
design (whether registrable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed
in a product (whether recordable or not) and any work of authorship (whether or not copyright protection may be obtained for it)
created, conceived, or developed by the Employee or the Employee’s Affiliate (“Inventions”), either solely or
in conjunction with others, during Employee’s employment with the Company or any of its Affiliates, that relates in any way
to, or is useful in any manner to, the business then being conducted or proposed to be conducted by any member of the Company Group
or any of their respective Affiliates and any such item created by the Employee or the Employee’s Affiliate, either solely
or in conjunction with others, that is based upon or uses Confidential Information. Employee agrees that (i) each Invention belongs,
or shall belong, exclusively to the Company from conception, (ii) all of the Employee’s writings, works of authorship, specially
commissioned works, and other Inventions are works made for hire and are the exclusive property of the Company, including any copyrights,
patents, or other intellectual property rights pertaining thereto, and (iii) if it is determined that any such Inventions are not
works made for hire, the Employee hereby irrevocably assigns to the Company all of the Employee’s right, title and interest,
including rights of copyright, patent, and other intellectual property rights, to or in such Inventions. The Employee covenants
that the Employee shall promptly (i) provide a separate written irrevocable assignment to the Company, or to an individual or entity
designated by the Company, at the Company’s request and without additional compensation, all of the Employee’s right
to any Inventions in the United States and all foreign jurisdictions, (ii) at the Company’s expense, execute and deliver
to the Company such applications, assignments, and other documents as the Company may request in order to apply for and obtain
patents or other registrations with respect to any Invention in the United States and any foreign jurisdictions, (iii) at the Company’s
expense, execute and deliver all other papers deemed necessary by the Company to carry out the above obligations, and (iv) give
testimony and render any other assistance in support of the Company’s rights to any Invention (with the Company paying the
Employee a reasonable fee for the Employee’s time if the Employee’s employment with the Company or any of its Affiliates
has ended at the time of such testimony or assistance). In the event that the Company is unable to secure the Employee’s
signature after reasonable effort in connection with any patent, trademark, copyright or other similar protection relation to an
Invention, the Employee irrevocably designates and appoints the Company and its respective officers and agents as the Employee’s
agent and attorney-in-fact, to act for and on the Employee’s behalf and stead to execute and file any such application and
to do all other lawfully permitted acts to further the prosecution and issuance of patents, trademarks, copyrights or similar protection
thereon with the same legal force and effect as if executed by the Employee. At all times during and after the Employee’s
employment by the Company, the Employee shall assist the Company in obtaining, maintaining, and renewing patent, copyright, trademark
and other appropriate protection for any Invention, in the United States and in any foreign jurisdictions, at the Company’s
expense.


 


(d) As
requested by the Company, from time to time and upon the termination of the Employee’s employment with the Company for any
reason or no reason, the Employee shall promptly deliver to the Company all copies and embodiments, in whatever form, of all Confidential
Information in the Employee’s possession or within his control (including, but not limited to, memoranda, records, notes,
plans, photographs, manuals, notebooks, documentation, program listings, flow charts, magnetic media, disks, diskettes, tapes and
all other materials containing any Confidential Information) irrespective of the location or form of such material. If requested
by the Company, the Employee will provide the Company with written confirmation that all such materials have been delivered to
the Company as provided herein.


 






    	-10-



    	 



    
 


 


6.2 Non-Solicitation
or Hire. During the Term and for a period of twelve (12) months following the Employee’s employment termination, if such
employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the Employee’s
employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Solicit Period”), the Employee
shall not, directly or indirectly, solicit or attempt to solicit or induce or attempt to induce, directly or indirectly, (a) any
individual or entity who or which is a customer of the Company or any of the other Protected Parties, or who or which was a customer
of the Company or any of the other Protected Parties at any time during the twelve (12) month period immediately prior to the date
of the Employee’s employment termination, for the purpose of marketing, selling or providing to any such individual or entity
any services or products offered by or available from the Company or any of the other Protected Parties (provided that if the Employee
intends to solicit any such party for any other purpose, he shall notify the Company of such intention and receive prior written
approval from the Company), (b) any supplier to or customer or client of the Company or any of the other Protected Parties to terminate,
reduce or alter negatively its relationship with the Company or any of the other Protected Parties or in any manner interfere with
any agreement or contract between the Company and/or any of the other Protected Parties and such supplier, customer or client,
or (c) any employee or agent of the Company or any of the other Protected Parties or any individual or entity who or which was
an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month period immediately prior
to the date of the Employee’s employment termination, to terminate such individual’s or entity’s employment relationship
with, or engagement to perform services for, the Protected Parties in order, in either case, to enter into a similar relationship
with the Employee, or any other person or entity in competition with the Business of the Company or any of the other Protected
Parties. The Employee further agrees that, during the Non-Solicit Period, he shall not, directly or indirectly, (i) hire or engage
(or assist in the hiring or engaging of) any employee or agent of the Company or any of the other Protected Parties or any individual
or entity who or which was an employee or agent of the Company or any of the other Protected Parties during the twelve (12) month
period immediately prior to the date of the Employee’s employment termination to enter into a similar relationship with the
Employee or any other person or entity in competition with the Business of the Company or any of the other Protected Parties, (ii)
solicit, divert with the intention to take away, or attempt to divert with the intention to take away, any investment opportunity
considered by the Company or any other Protected Party, or (iii) interfere with, disrupt, or attempt to interfere with or disrupt,
or assist others to disrupt or interfere with, the relationship, contractual or otherwise, between the Company or of the other
Protected Parties and any of their respective customers, clients, accounts, investors, suppliers, lessors, consultants, independent
contractors, agents, or employees.


 


6.3 Non-Competition.
During the Term and for a period of twelve (12) months following the termination of the Employee’s employment if such employment
termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months following the termination of
the Employee’s employment termination if such employment termination was pursuant to Section 5.3 (the “Non-Compete
Period”), the Employee shall not, directly or indirectly, whether individually, as a director, manager, member, stockholder,
partner, owner, employee, consultant or agent of any business, or in any other capacity, other than on behalf of the Company or
its Affiliates, organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his name to be
used by, act as a consultant or advisor to, render services for (alone or in association with any person, firm, corporation or
business organization), or otherwise assist any person or entity that engages in or owns, invests in, operates, manages or controls
any venture or enterprise which engages or proposes to engage in (a) the sale, distribution, manufacturing and/or design of structural
metal components and assemblies for the automotive industry (excluding an automotive manufacturer that is the original equipment
manufacturer of such components and assemblies, but does not sell or distribute or intend to sell or distribute such components
or assemblies other than as part of the complete automobiles that it manufactures and does not manufacture or design or intend
to manufacture or design such components or assemblies other than for use in the complete automobiles that it manufactures), or
(b) any other business conducted by the Company, any other member of the Company Group or any of their respective Affiliates on
the date of the Employee’s termination of employment or within twelve (12) months after the Employee’s employment termination
if such employment termination was pursuant to Section 5.1, Section 5.2.1 or Section 5.2.2, or twenty-four (24) months after the
Employee’s employment termination if such employment termination was pursuant to Section 5.3, in the geographic locations
where the Company, the other members of the Company Group and/or their respective Affiliates engage or propose to engage in such
business (the “Business”). Notwithstanding the foregoing, nothing in this Agreement shall prevent the Employee from
owning for passive investment purposes not intended to circumvent this Agreement, less than five percent (5%) of the publicly traded
common equity securities of any company engaged in the Business (so long as the Employee has no power to manage, operate, advise,
consult with or control the competing enterprise and no power, alone or in conjunction with other affiliated parties, to select
a director, manager, general partner, or similar governing official of the competing enterprise other than in connection with the
normal and customary voting powers afforded the Employee in connection with any permissible equity ownership).


 


6.4Nondisparagement.
The Employee agrees that he shall not at any time (whether during or after the Term) publish or communicate to any person or entity
any Disparaging (as defined below) remarks, comments or statements concerning the Company, any of the other Protected Parties or
any of their present or former respective members, partners, directors, officers, shareholders, employees, agents, attorneys, successors
and assigns. “Disparaging” remarks, comments or statements are those that impugn the character, honesty, integrity
or morality or business acumen or abilities in connection with any aspect of the operation of business of the individual or entity
being disparaged.


 


6.5 Property.
The Employee acknowledges that all originals and copies of materials, records and documents generated by him or coming into his
possession or control during his employment by the Company or its Affiliates are the sole property of the Company and/or the other
Protected Parties, as applicable (“Company Property”). During the Term, and at all times thereafter, the Employee shall
not remove, or cause to be removed, from the premises of the Company or any of the other Protected Parties, copies of any record,
file, memorandum, document, computer related information or equipment, or any other item relating to the business of the Company
or any of the other Protected Parties, except in furtherance of his duties under the Agreement. When the Employee’s employment
with the Company terminates, or upon request of the Company at any time, the Employee shall promptly deliver to the Company all
copies of Company Property in his possession or control.


 






    	-11-



    	 



    
 


 


6.6Cooperation.
During the Term and thereafter, the Employee shall cooperate with the Company and its Affiliates in any internal investigation
or administrative, regulatory or judicial proceeding as reasonably requested by the Company (including, without limitation, the
Employee making himself available to the Company upon reasonable notice for interviews and factual investigations, appearing to
give testimony at the Company’s request without requiring service of a subpoena or other legal process, volunteering to the
Company all pertinent information and turning over to the Company all relevant documents which are or may come into the Employee’s
possession, all at times and on schedules that are reasonably consistent with the Employee’s other permitted activities and
commitments). In the event that the Company requires the Employee’s cooperation in connection with this Section 6.6, the
Company shall pay the Employee a reasonable fee if the Employee’s employment with the Company or any of its Affiliates has
ended at the time of such testimony or assistance, and the Company shall reimburse the Employee for reasonable expenses incurred
in connection herewith (including lodging and meals, upon acceptable substantiation, including receipts).


 


6.7 Remedies;
Specific Performance; Calculation of Time Period. The Parties acknowledge and agree that the Employee’s breach or threatened
breach of any of the restrictions set forth in Section 6 will result in irreparable and continuing damage to the Protected Parties
for which there may be no adequate remedy at law and that the Protected Parties shall be entitled to equitable relief, including
specific performance and temporary, preliminary and permanent injunctive relief (without being obligated to post a bond or other
collateral) and to an equitable accounting of all earnings, profits and other benefits arising, directly or indirectly, from such
violation, as remedies for any such breach or threatened or attempted breach. The Employee also agrees that such remedies shall
be in addition to any and all remedies, including damages, available to the Protected Parties against him for such breaches or
threatened or attempted breaches. In addition, without limiting the Protected Parties’ remedies for any breach of any restriction
on the Employee set forth in Section 6, except as required by law, the Employee shall not be entitled to any payments set forth
in Sections 5.2.1, 5.2.2 and 5.3 hereof if the Employee has breached the covenants applicable to the Employee contained in Section
6, and the Employee agrees to immediately return to the Company any such payments previously received under Sections 5.2.1, 5.2.2
or 5.3 upon such a breach. Further, in the event of such breach, the Company shall have no obligation to pay any of the amounts
that remain payable by the Company under Sections 5.2.1, 5.2.2 and 5.3. The Employee also agrees that, without limiting the Protected
Parties’ remedies for any breach or threatened breach of his obligations under Section 6, the Employee shall be responsible
for payment of the attorneys’ and experts’ fees and expenses of the Protected Parties, as well as court or other forum
costs, pertaining to any suit, arbitration, mediation, action or other proceeding (including the costs of any investigation related
thereto) arising directly or indirectly out of the Employee’s violation or threatened violation (as determined by a court
of competent jurisdiction or arbitrator, as the case may be) of any of the provisions of Section 6. Further, without limiting the
Protected Parties’ remedies for any breach of any restriction on the Employee set forth in Section 6, the Employee agrees
that if he breaches any of restrictions set forth in Sections 6.2 or 6.3, the running of the time period of such provision(s) shall
be extended from the end of the original Non-Solicit Period or Non-Compete Period, as applicable, for the period of time the Employee
was in breach of the provision(s).


 


7.Other Provisions.


 


7.1 Notices.
Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally,
telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid or overnight
mail and shall be deemed given when so delivered personally, telegraphed, telexed, or sent by facsimile transmission or, if mailed,
four (4) days after the date of mailing or one (1) day after overnight mail, as follows:


 






    	-12-



    	 



    
 


 


(a)If the
Company, to:


 


Tower Automotive
Operations USA I, LLC


17672 N.
Laurel Park Drive, Suite 400E


Livonia,
Michigan 48152


Attn: Chief Executive Officer


Telephone: (248) 675-6000


Facsimile: (248) 675-6801


 


With copies
to (which shall not constitute notice):


 


Cerberus
Capital Management, L.P.


875 Third
Avenue


New York,
New York 10022


Attention:
Mark Neporent and Dev Kapadia


Telephone:
(212) 891-2100


Facsimile:
(212) 891-1540


 


and


 


Lowenstein Sandler LLP


1251 Avenue of the Americas


New York, New York 10020


Attn: Robert G. Minion, Esq.

Telephone: (212) 262-6700

Facsimile: (212) 262-7402


 


(b) If
the Employee, to the Employee’s home address reflected in the Company’s records.


 


7.2 Entire Agreement.
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, written or oral, with respect thereto.


 


7.3 Representations
and Warranties by the Employee. The Employee represents and warrants to the Company that: (a) he has the legal authority to
execute and perform this Agreement; (b) this Agreement is a valid and binding agreement enforceable against him according to its
terms; (c) he has consulted his attorneys and financial advisors with respect to the terms of this Agreement (specifically, including,
without limitation, the provisions of Sections 6.2 and 6.3); and (d) he is not a party to or subject to any restrictive covenants,
legal restrictions or other agreements in favor of any entity or person which would in any way preclude, inhibit, impair or limit
the Employee’s ability to perform his obligations under this Agreement, including, but not limited to, non-competition agreements,
non-solicitation agreements or confidentiality agreements. The Employee shall not disclose to the Company or to any of the other
Protected Parties, or induce the Company or any of the other Protected Parties to use, any proprietary, secret, or confidential
information or material belonging to any other individual or entity, including, without limitation, any former employers.


 


7.4 Waiver and
Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions
hereof may be waived, only by a written instrument signed by the Parties or, in the case of a waiver, by the Party waiving compliance.
No delay on the part of any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any right, power or privilege hereunder, nor any single or partial exercise of any right, power
or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.


 


7.5 Governing
Law, Dispute Resolution and Venue.


 


(a) Any
and all actions or controversies arising out of this Agreement or the termination thereof, including, without limitation, tort
claims, shall be governed and construed in accordance with the laws of the State of New York applicable to agreements made and
not to be performed entirely within such state, without regard to conflicts of laws principles.


 






    	-13-



    	 



    
 


 


(b) The
Parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists,
the state courts, located in the City of New York, Borough of Manhattan, for the purposes of any suit, action or other proceeding
brought by any Party arising out of any breach of any of the provisions of this Agreement and hereby waive, and agree not to assert
by way of motion, as a defense or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject
to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the
venue of the suit, action or proceeding is improper, or that the provisions of this Agreement may not be enforced in or by such
courts. IN ADDITION, THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY SUCH ACTIONS OR CONTROVERSIES
AND REPRESENT THAT SUCH PARTY HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL SPECIFICALLY WITH RESPECT TO THIS WAIVER.


 


7.6 Benefit of
Agreement; Delegation of Duties Prohibited. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties
and their respective successors, permitted assigns, heirs, and legal representatives, including any entity with which the Company
may merge or consolidate or to which all or substantially all of its assets may be transferred. This Agreement also shall inure
to the benefit of the Protected Parties, as well as their respective successors and permitted assigns, including any entity with
which any Protected Party may merge or consolidate or to which all or substantially all of its or their assets may be transferred.
The duties and covenants of the Employee under this Agreement, being personal, may not be assigned or delegated.


 


7.7 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one
and the same instrument.


 


7.8 Headings;
Construction. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect
the meaning of terms contained herein. All references to “Section” or “Sections” refer to the corresponding
Section or Sections of this Agreement unless otherwise specified. All words used in this Agreement shall be construed to be of
such gender or number as the circumstances require. Unless otherwise expressly provided, the work “including” does
not limit the preceding words or terms. Given the full and fair opportunity provided to each Party to consult with their respective
counsel with respect to the terms of this Agreement, ambiguities shall not be construed against either Party by virtue of such
Party having drafted the subject provision.


 


7.9 Severability.
If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction
of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority
to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated.
The Employee acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and that the
restrictions on the activities in which he may engage that are set forth in Section 6 of this Agreement and the location and period
of time for which such restrictions apply are reasonable and necessary to protect the legitimate business interests of the Company
and the other Protected Parties.


 


7.10 Judicial
Modification. If any court of competent jurisdiction determines that any of the covenants in Section 6, or any part of any
of them, is invalid or unenforceable, the remainder of such covenants and parts thereof shall not thereby be affected and shall
be given full effect, without regard to the invalid portion. If any court of competent jurisdiction determines that any of such
covenants, or any part thereof, is invalid or unenforceable because of the geographic or temporal scope of such provision, such
court shall reduce such scope to the minimum extent necessary to make such covenants valid and enforceable.


 


7.11 Compliance
with Law. This Agreement is intended to comply with the requirements of Code Section 409A and the regulations promulgated thereunder.
To the extent that any provision in this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall
be read in such a manner so that all payments under Sections 4 and 5 shall comply with Code Section 409A. For purposes of this
Agreement, the terms “employment termination,” “termination of employment” and terms of like meaning are
intended to constitute a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1).
If necessary to comply with Code Section 409A(a)(2)(B) concerning payments to a “specified employee,” any payment on
account of the Employee’s separation from service that would otherwise be due hereunder within six (6) months after such
separation shall nonetheless be delayed until the first business day of the seventh month following the Employee’s separation
from service, or the Employee’s death, if earlier, at which time all delayed payments shall be aggregated and paid in a lump
sum. Notwithstanding the foregoing, the Employee shall be responsible for any taxes, interest and penalties imposed on the Employee
under or as a result of Code Section 409A in connection with the receipt of payments and benefits under this Agreement.


 



    	-14-



    	 



    






 





7.12 Tax Withholding.
The Employee authorizes the Company or other payor to withhold from any benefit provided or payment due hereunder, the amount of
withholding taxes due any federal, state or local authority in respect of such benefit or payment and to take such other action
as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.


 


7.13 Notice of
New Employment or Engagement. The Employee shall, during the Non-Compete Period and Non-Solicit Period, give written notice
to the Company, within ten (10) calendar days after accepting any employment or other engagement to perform services, of the identity
of the individual or entity by whom or which the Employee has been employed or engaged. The Company may notify such individual
or entity that the Employee is bound by this Agreement and, at the Company’s election, furnish such individual or entity
with a copy or summary of this Agreement (in whole or in part).


 


7.14Indemnification.
The Company shall indemnify and hold the Employee harmless, to the extent permitted by the Company’s Bylaws (as amended from
time to time), against all liability, expense or loss (including reasonable attorneys’ fees and penalties) incurred by the
Employee by reason of the fact that the Employee is an officer of the Company acting within the scope of the Employee’s duties
and authorities.


 


7.15 Survival.
The provisions of Sections 5, 6, and 7 of this Agreement shall survive the termination of this Agreement and the employment relationship
hereunder.


 


 


 


 


 


 


 





[Signatures on Following Page]


 



    	-15-



    	 



    



 


IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have executed this Agreement
as of the day and year first above mentioned. 


 


 


 





EMPLOYEE:


 







 


/s/ James C. Gouin____


James C. Gouin


 


 


TOWER AUTOMOTIVE OPERATIONS USA I, LLC


 


 


By: /s/ Mark M. Malcolm____________


Name: Mark M. Malcolm

Title: President & Chief Executive Officer


 








    	-16-