Contract
EXHIBIT 10.13
AMENDMENT NO. 1, dated May 8, 2008, to
the Letter Agreement (the
“Agreement”) dated December 23, 2002
by and between XXXXXXXX X. XXXXXX
(“Executive”) and DURA AUTOMOTIVE
SYSTEMS, INC.
WHEREAS, on October 30, 2006 (the “Petition Date”), Dura Automotive Systems, Inc., and
Dura Operating Corp., along with certain of their subsidiaries (collectively, the
“Debtors”), filed voluntary petitions for relief under chapter 11 of the title 11 of the
United States Code (the “Chapter 11 Cases”);
WHEREAS, the Debtors filed a plan of reorganization on March 31, 2008, in connection with the
Chapter 11 Cases (as amended from time to time, the “Plan of Reorganization”), which
contemplates that the Agreement will be assumed, contingent upon the Agreement being amended as set
forth herein;
WHEREAS, pursuant to the Plan of Reorganization, Dura Automotive Systems, Inc. will assign its
rights and obligations under the Agreement to “New Dura” (as that term is defined in the Plan of
Reorganization);
WHEREAS, Executive is willing to amend the Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the receipt of $1 and such other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereby amend the Agreement
as follows:
1. The section of the letter entitled “Restricted Stock” is hereby deleted in its entirety and
the following substituted therefore:
Company Sale Incentive
You shall be entitled to receive a cash payment promptly after a “Sale of the
Company” (as defined below), provided such Sale of the Company occurs while you are
employed by Dura Automotive Systems, Inc. (the “Company”), or one of its
direct or indirect subsidiaries, in an amount equal to the Company Sale Incentive
Amount (as defined below). The Company Sale Incentive Amount shall be: (i) $500,000
if (A) the total enterprise value of the Company imputed from such Sale of the
Company (the “Company Sale TEV”) is less than $495 million and (B) the Sale
of the Company occurs on or prior to the 18-month anniversary of the Effective Date
(as that term is defined in the Plan of Reorganization), (ii) the amount determined
pursuant to the table below if the Company Sale TEV is $495 million or more and
(iii) $0 if the Sale of the Company occurs after the 18-month anniversary of the
Effective Date and the Company Sale TEV is less than $495 million. For purposes of
this paragraph, “Sale of the Company” means one or more sales occurring after the
Effective Date as part of a coordinated effort by
the Company or by the Company and any of its stockholders to sell or dispose of 50%
or more of the Company’s outstanding stock or 50% or more of the gross assets
(determined on the basis of the fair market value of such assets) of the Company and
its subsidiaries on a consolidated basis.
| Company Sale TEV | Company Sale Incentive Amount | |
| ($ million) | ($ thousand) | |
| 495 | 500 | |
| 545 | 750 | |
| 595 | 1,000 | |
| 645 | 1,125 | |
| 695 | 1,250 | |
| 745 | 1,438 | |
| 795 | 1,625 | |
| 845 | 1,813 | |
| 895 or more | 2,000 |
If the Company Sale TEV falls between two numbers listed above, the Company Sale Incentive Amount
shall be adjusted proportionally based upon the Company Sale Incentive Amounts set forth for the
respective higher and lower Company Sale TEV amounts.
2. Payment of (A) the Company Sale Incentive Amount and (B) any amount that may be provided to
Executive pursuant to the section entitled “Severance” of the Agreement is subject to the cap on
total payments set forth in Section 2.5 of the Change in Control Agreement, dated as of June 16,
2004, by and among Xxxxxxxx X. Xxxxxx, Dura Automotive Systems, Inc., and Dura Operating Corp. (as
amended on the date hereof).
3. This amendment shall be effective upon the assumption by the Debtors of the Agreement and
shall become null and void if the Debtors do not assume the Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this amendment as of the date first
written above.
| DURA AUTOMOTIVE SYSTEMS, INC. |
||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| /s/XXXXXXXX XXXXXX | ||||
| Xxxxxxxx X. Xxxxxx | ||||
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