Management Contribution Agreement Dated 8/31/94

Exhibit 10.2


MANAGEMENT CONTRIBUTION AGREEMENT


AGREEMENT (hereinafter called this "Agreement"), dated as of August 31, 1994, by and among Dura Automotive Holding, Inc., a Delaware corporation ("Newco"), Kim B. Clark (the "Optionholder") and the undersigned (the "Management Stockholders"). Except as otherwise defined herein, all capitalized terms shall have the meanings set forth in the JV Agreement (as defined below).


RECITALS


WHEREAS, all of the issued and outstanding shares of capital stock of MC Holding are collectively owned by the MC Holding Stockholders and the Management Stockholders;


WHEREAS, the Optionholder owns an option to purchase certain shares of capital stock of MC Holding and such option constitutes all of the options to purchase shares of capital stock of MC Holding outstanding on the date hereof;


WHEREAS, Orscheln owns the Orscheln Transferred Assets;


WHEREAS, MC Holding owns all of the issued and outstanding shares of capital stock of Dura Automotive Systems, Inc., formerly known as Dura Mechanical Components, Inc., a Delaware corporation ("Dura");


WHEREAS, the Optionholder owns an option (the "Option") to purchase 1000 shares of capital stock of MC Holding, and such option constitutes all of the options to purchase shares of capital stock of MC Holding outstanding on the date hereof;


WHEREAS, Orscheln, on the one hand, and MC Holding and the MC Holding Stockholders, on the other hand, desire, upon the terms and subject to the conditions of the Joint Venture Agreement


dated as of the dated hereof by and among each of them and certain other parties thereto (the "JV Agreement"), to form a joint venture through (i) the contribution by the MC Holding Stockholders to Newco of all of the issued and outstanding shares of MC Holding Common Stock (the "MC Holding Shares") owned by each of them, (ii) cash contributions of the MC Holding Stockholders and (ii) the contribution by Orscheln of the Orscheln Transferred Assets to Newco;


WHEREAS, each of the Management Stockholders desires, subject to the terms and conditions of this Agreement, to contribute to Newco all of the shares of issued and outstanding shares of MC Holding Common Stock owned by each of them (the "Management Shares"). The execution, delivery and performance of this Agreement is a condition to the consummation of the transactions contemplated by the JV Agreement;


WHEREAS, in consideration for the contributions referred to above, (i) Newco will issue to the MC Holding Stockholders and the Management Stockholders an aggregate of 28,038.91 shares of Class A Common Stock, 100,000 shares of Class B Common Stock and 25,000 shares of Class C Common Stock, and Newco shall issue to Orscheln 125,213.65 shares of Newco Common Stock and an option to purchase an aggregate of 818.18 shares of Class A Common Stock, (ii) Newco will issue to the Optionholder an option to purchase an aggregate of 1000 shares of Class A Common Stock pursuant to a Stock Option Agreement, dated as of even date herewith, (iii) Orscheln shall receive from Newco the amount of cash consideration set forth in the JV Agreement and (iv) Newco shall assume certain


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notes payable, other funded indebtedness and certain other liabilities of Orscheln as set forth in the JV Agreement; and


WHEREAS, Orscheln will retain, and not transfer to Newco, the Orscheln Excluded Assets and Newco will not assume the Orscheln Excluded Liabilities;


NOW, THEREFORE, in consideration of the premises and of the representations, warranties, covenants and agreements contained herein, the parties hereto hereby agree as follows:


ARTICLE I


TRANSFER TO NEWCO OF THE MANAGEMENT SHARES


1.1 Transfer of the Management Shares and the Option to Newco; Issuance of Newco Shares and the Option to Purchase Newco Shares to the Management Stockholders and the Optionholder. Upon the terms and subject to the conditions of this Agreement, and based on the representations, warranties and agreements contained herein, each of the Management Stockholders agrees to transfer and contribute to Newco, and Newco agrees to receive, at the Closing each of the Management Shares held by such Management Stockholder. In addition, upon the terms and subject to the conditions of this Agreement, the Optionholder agrees to transfer and contribute to Newco, and Newco agrees to receive, at the Closing the Option. In consideration of such contributions, Newco agrees, subject to the conditions of this Agreement, to issue to each of the Management Stockholders and to the Optionholder the number of Newco Shares or an option to purchase the number of shares of Class A Common Stock, as applicable, equal to the number of Newco Shares, or an option to


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purchase the number of shares of Class A Common Stock, as applicable, set forth opposite such Management Stockholder's or the Optionholder's name on Schedule 1.1 hereto. The options to purchase shares of Class A Common Stock to be issued by newco to the Optionholder shall have the terms and provisions set forth on Schedule 1.1 hereto.


ARTICLE II


REPRESENTATIONS AND WARRANTIES


2.1 Representations and Warranties of the Management Stockholders. Each Management Stockholder, severally and not jointly, hereby represents and warrants to Newco that:


(a) Concerning the Shares of MC Holding Common Stock. Such Management Stockholder owns the number of the issued and outstanding Management Shares set forth opposite his or her name on Schedule 2.1 hereto. The Management Shares being transferred to Newco by such Management Stockholder have been duly authorized and validly issued, are fully paid and nonassessable, and are owned by such Management Stockholder, free and clear of any Encumbrances. Such Management Stockholder has full right, power and authority to sell and transfer the Management Shares being transferred to Newco by such Management Stockholder at the Closing, and upon delivery of the certificates for such Management Shares and payment therefor pursuant hereto, good and valid title to such Management Shares, free and clear of all Encumbrances, will pass to Newco.


(b) FIRPTA Representation. Such Management Stockholder is not a "foreign person" within the meaning of Section 1445(a) of


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the Code regarding withholding of tax on certain dispositions by foreign persons.


(c) Securities Act. The Newco Shares to be acquired by such Management Stockholder pursuant to this Agreement are being acquired by such Management Stockholder for its own account for investment only and not with a view to or in connection with any public disposition thereof or with any present intention of selling, distributing or otherwise disposing of such Newco Shares, and such Management Stockholder will not offer to sell or otherwise dispose of such Newco Shares so acquired in violation of any of the registration requirements of the Securities Act or any applicable state securities laws.


(d) Governmental Filings; Consents. Other than the filings required to be made pursuant to the H-S-R Act, no notices, reports or other filings are required to be made by such Management Stockholder with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by such Management Stockholder from, any governmental or regulatory authorities or, to the knowledge of such Management Stockholder, any third party in connection with the execution, delivery and performance by such Management Stockholder of this Agreement, the failure to make or obtain any or all of which would (i) have a Material Adverse Effect on Newco, (ii) be reasonably likely to prevent or materially delay the transactions contemplated by this Agreement or (iii) subject Newco or Orscheln to any material liability, except for such as have been or will be obtained on or prior to the Closing Date. To the knowledge of such Management


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Stockholder, Schedule 2.1(d) hereto lists all material consents, registrations, approvals, permits or authorizations that are required to be obtained by such Management Stockholder from any third party in connection with the execution, delivery and performance of this Agreement, the failure to make or obtain any or all of which would (A) have a Material Adverse Effect on Newco, (B) be reasonably likely to prevent or materially delay the transactions contemplated by this Agreement or (C) subject Newco or Orscheln to any material liability.


(e) Authority; No Violations. This Agreement has been duly executed and delivered by such Management Stockholder and constitutes a valid and legally binding agreement of such Management Stockholder enforceable against such Management Stockholder in accordance with its terms. To the knowledge of such Management Stockholder, the execution, delivery and performance by such Management Stockholder of this Agreement does not, and will not, constitute or result in a breach or violation of, default under or creation of any Encumbrances on the assets of such Management Stockholder pursuant to (with or without the giving of notice or the lapse of time or both) any provision of any Contract to which such Management Stockholder is a party or by which any properties of such Management Stockholder is bound that is material to such Management Stockholder or any Law to which such Management Stockholder or any of his or her properties is subject, except to the extent that, w ...