EXHIBIT 99.2
AMENDMENT TO
STOCK OPTION AGREEMENTS
This Amendment ("Amendment") is by and between Dura Automotive Systems,
Inc. (the "Company") and Xxxxx X. Xxxxx ("Optionee") and is effective as of
April 30, 2005.
WHEREAS, Company has granted options as set forth on SCHEDULE A attached
hereto (the "Options") to Optionee under its 1996 Key Employee Stock Option Plan
(the "1996 Plan") and its 1998 Stock Incentive Plan, as amended (the "1998
Plan"), which Options are evidenced by Stock Option Agreements (individually, an
"Agreement" and collectively, the "Agreements") between Company and Optionee;
WHEREAS, Optionee will retire from service with the Company as of April
30, 2005 and will qualify for benefits under the Company's Supplemental
Executive Retirement Plan (the "SERP");
WHEREAS, the Company and Optionee wish to extend the period within which
the Options may be exercised following Optionee's retirement;
NOW THEREFORE, in consideration of the mutual covenants set forth herein,
each of the Agreements is amended as follows:
1. Except as otherwise set forth in this Amendment, notwithstanding any
provision of an Agreement to the contrary, Optionee shall have the right to
exercise the Options listed on SCHEDULE A attached hereto until the designated
Term/Expiration Date of each such Option. Further, except as otherwise set forth
in this Amendment, notwithstanding the fact that Optionee has ceased to be a
Service Provider, Optionee shall continue to vest in the Options as set forth in
the vesting schedule of each Agreement (generally, 25% of the option shares
become vested on each of the first, second, third and fourth anniversary dates
from the date of grant.)
2. If Optionee dies while he is entitled to exercise Options as set
forth in paragraph 1 above, any Options which are then vested may be exercised
for six months after the date of death (but in no event later than the
expiration of the term of each respective Option.) Any Options that are not
vested as of the date of death shall be forfeited and shall revert to the 1998
Plan.
3. If Optionee's right to receive benefits from the SERP terminates for
any reason, including as set forth in Section 4.8 of the SERP, Optionee shall be
deemed to have terminated service with the Company. In this event: (a) Optionee
shall have 30 days to exercise any then-vested Options, such 30-day period
beginning on the date that SERP payments are terminated; and (b) any Options
that are not vested as of the date that SERP payments are terminated shall be
forfeited and shall revert to the 1998 Plan.
4. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the 1996 Plan or the 1998 Plan, as
applicable. Except as modified by this Amendment, each of the Agreements shall
remain in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been signed by Company, by its duly
authorized officer, and by Optionee as of the effective date stated above.
DURA AUTOMOTIVE SYSTEMS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx
Its: Vice President
/s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx
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SCHEDULE A
Date of Expiration Number Exercise
Grant Date of Options Price
-------- ---------- ---------- --------
10/9/96 10/9/06 10,000 $ 20.75
12/17/97 12/17/07 10,000 24.50
12/17/98 12/17/08 30,000 29.00
12/16/99 12/16/09 50,000 17.00
1/22/01 1/22/11 50,000 7.50
12/13/01 12/13/11 20,000 9.15
8/1/02 8/1/12 20,000 13.50
2/20/03 2/20/13 25,000 7.02
5/19/04 5/19/14 80,000 9.52
