Independent Director Stock Option Plan

DURA AUTOMOTIVE SYSTEMS, INC.


INDEPENDENT DIRECTOR STOCK OPTION PLAN
--------------------------------------


1. Name and Purpose. This plan shall be called the Dura Automotive Systems, Inc. Independent Director Stock Option Plan (the "Plan"). The Plan is intended to encourage stock ownership by Independent Directors (as defined below) of Dura Automotive Systems, Inc. (the "Company"), to provide such directors with an additional incentive to manage the Company effectively and to contribute to its success, and to provide a form of compensation which will attract and retain highly qualified individuals as members of the Board of Directors of the Company.


2. Effective Date and Term of the Plan. The Plan shall become effective on the date of the consummation of the initial public offering of the Company's Class A Common Stock, par value $.01 per share (the "Effective Date"). The Plan, however, is subject to the approval by the stockholders of the Company. If stockholder approval is not granted within twelve (12) months from the date of its adoption by the Board of Directors, the Plan shall thereupon terminate. Grants of options may be made prior to stockholder approval, but any options granted shall not be exercisable prior to stockholder approval, and shall terminate if stockholder approval is not given. Options may not be granted under the Plan after the tenth (10th) anniversary of the Effective Date (the "Term"); provided, however, that all options outstanding as of that date shall remain or become exercisable pursuant to their terms and the terms of the Plan.


3. Administration. The Plan shall be administered by a committee of not less than two (2) members of the Board of Directors of the Company (the "Committee"), none of whom may be an Independent Director nor an employee of the Company or any subsidiary of the Company. No member of the Committee shall be eligible to participate in the Plan and no director may serve on the Committee if he or she received an award or grant of any equity securities of the Company (or any options to acquire such securities) under any plan of the Company during the one (1) year period prior to service on the Committee.


The Committee may, from time to time, establish such regulations, provisions and procedures, within the terms of the Plan, as in the opinion of its members may be advisable in the administration of the Plan. The Committee shall keep minutes of its meetings. A majority of the Committee shall constitute a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.


The interpretation and construction by the Committee of any provisions of the Plan or of any option granted pursuant to the Plan shall be final and binding upon the Company, the Board of Directors of the Company and any optionee. No member of the Board of Directors of the Company or the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any option granted pursuant thereto.


4. Participation. Subject to the limitations contained in this Section 4, any director of the Company who (a) is not a contractual nor common law employee of the Company or any of its subsidiaries, and (b) does not directly or indirectly own beneficially more than five percent (5%) of any outstanding security of the Company (including being a stockholder, owner, partner, director or holder of more than ten percent (10%) of the equity or capital of any entity which owns beneficially more than five percent (5%) of any outstanding security of the Company) (an "Independent Director"), may be granted options to purchase shares of the issued or issuable Class A Common Stock, par value $.01 per share, of the Company (the "Common Stock"), in accordance and consistent with the terms and conditions of the Plan. An optionee may hold more than one option, but only on the terms and subject to the restrictions hereafter set forth. The Committee shall from time to time determine the directors (among the Independent Directors) to be granted options, the amount of Common Stock to be optioned to each director, and the terms and conditions of the options to be granted. The amount and other terms and conditions of options granted to a director at any given time need not be the same for any other grant of options.


5. Stock Available for Options. Subject to the adjustments as provided in Subsection 6(h), the aggregate number of shares of Common Stock reserved for purposes of the Plan shall be 100,000 shares authorized and issued shares or issued shares reacquired by


-2-


the Company (the "Shares"). Determinations as to the number of Shares that remain available for issuance under the Plan shall be made in accordance with such rules and procedures as the Committee shall determine from time to time, which shall be consistent with the requirements of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and such interpretations thereof. If any outstanding option under the Plan expires or is terminated for any reason before the end of the Term of the Plan, the shares allocable to the unexercised portion of such option shall become available for the grant of other options under the Plan. No shares delivered to the Company in full or partial payment upon exercise of an option pursuant to Subsection 6(d) or in full or partial payment of any withholding tax liability permitted under Section 9 shall become available for the grant of other options under the Plan.


6. Terms and Conditions of Options of the Plan. Options granted under this Plan shall be evidenced by agreements in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following conditions:


(a) Optionee's Agreement. Each optionee shall agree to continue to
serve as a director of the Company for the lesser of at least twelve (12)
months from the date of the grant of the option or for the remainder of
such optionee's term as a director of the Company. Such agreement shall not
impose upon the Company, its Board of Directors, or its stockholders any
obligation to retain the optionee as a director for any period.


(b) Number of Shares and Term of Options. Each option shall state the
number of shares of the Common Stock of the Company to which it pertains.
The term of each option shall be for a period of not greater than ten (10)
years from the date of grant of the option.


(c) Option Price. The exercise price of each option shall be equal to
one hundred percent (100%) of the Fair Market Value of the shares of Common
Stock on the date of the grant of the option. If the shares are traded in
the over-the-counter market, the Fair Market Value per share shall be the
closing price on the national market list as quoted in the National
Association of Securities Dealers Automated Quotation


-3-


System ("Nasdaq") on the day the option is granted or if no sale of shares
is reflected in Nasdaq on that day, on the next preceding day on which
there was a sale of shares reflected in Nasdaq. If the shares are not
traded in the over-the-counter market but are listed upon an established
stock exchange or exchanges, such Fair Market Value shall be deemed to be
the closing price of the shares on such stock exchange or exchanges on the
day the option is granted or if no sale of the shares shall have been made
on any stock exchange on that day, on the next preceding day on which there
was a sale of the shares.


(d) Medium of Payment. The option price shall be payable to the
Company either (i) in United States dollar ...