Amended And Restated Employment Agreement

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT dated as of
September 30, 1999, between ADVANCED
ACCESSORY SYSTEMS,LLC, a Delaware
limited liability company (the "Company"),
and TERENCE C. SEIKEL (the "Executive").


The Company desires to enter into this Agreement in order to assure itself of the service of the Executive and the Executive desires to accept employment with the Company, upon the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, the parties agree as follows:


Section 1. Employment. The Company hereby employs the Executive, and the Executive hereby accepts employment by the Company, upon the terms and conditions hereinafter set forth.


Section 2. Term. The employment of the Executive hereunder shall be for a period commencing on the date hereof (the "Commencement Date") and ending on December 31, 2003 (the "Initial Term") or such earlier date upon which the employment of the Executive shall terminate in accordance with the provisions hereof. Unless terminated earlier in accordance with the provisions hereof, at the end of the Initial Term and at the end of each term thereafter, the employment of the Executive hereunder shall automatically renew for successive two-year periods unless the Company shall give the Executive written notice of its desire not to renew the term or the Initial Term no later than 30 days prior to the termination of the then current term. The period commencing on the Commencement Date and ending on the date of termination of the Executive's employment hereunder shall be called the "Term of Employment" for the Executive, and the date on which the Executive's employment hereunder shall terminate shall be called the "Termination Date".


Section 3. Duties. During the Term of Employment, the Executive shall be employed as the President and Chief Executive Officer of the Company and shall perform such duties as are consistent therewith as the Board of Managers of the Company (the "Board") or its designee shall designate. The Executive shall use his best efforts to perform well and faithfully the foregoing duties and responsibilities. The Executive shall not be required by the Company to relocate his principal business office or his principal residence outside the Southeast Michigan area.


Section 4. Time to be Devoted to Employment. During the Term of Employment, the Executive shall devote all of his business time, attention and energies to the business of the Company and its subsidiaries and the Parent (except for vacations to which he is entitled pursuant to Section 6(b) and periods of illness or incapacity). During the Term of Employment, the Executive shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.


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Section 5. Compensation.


(a) The Company (or at the Company's option, any subsidiary or affiliate thereof) shall pay to the Executive an annual base salary (the "Base Salary") during the Term of Employment of not less than $250,000, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to its executive officers, which Base Salary shall be subject to such increases as the Board, in its sole discretion, may from time to time determine. The Executive's performance shall be reviewed at least annually by the Board.


(b) During the Term of Employment, the Executive shall be eligible to participate in incentive compensation or bonus plans that are generally made available to the Company's senior executives which will generally provide the Executive the opportunity to receive an annual cash bonus in the range of 50-70% of the Base Salary subject to the achievement by the Company of performance goals established by the Board in its sole discretion.


Section 6. Business Expenses; Benefits.


(a) The Company (or, at the Company's option, any subsidiary or affiliate thereof) shall reimburse the Executive, in accordance with the practice from time to time for executive officers of the Company, for all reasonable and necessary expenses and other disbursements incurred by the Executive for or on behalf of the Company in the performance of the Executive's duties hereunder. The Executive shall provide such appropriate documentation of expenses and disbursements as may from time to time be required by the Company.


(b) During the Term of Employment, the Executive shall be entitled to four weeks vacation per year.


(c) During the Term of Employment, the Company shall continue to provide the Executive with the group health, life and disability insurance as are presently provided to the Executive.


(d) During the Term of Employment, the Executive shall be entitled to receive an annual allowance of fifteen thousand dollars ($15,000) for expenses incurred by the Executive in connection with his use of an automobile pursuant to the performance of his duties hereunder, with such allowance payable in such installments (but not less than monthly) as is generally the policy and practice of the Company.


(e) It is further acknowledged that the Company shall be obligated to pay on behalf of the Executive during the Term of Employment the annual premiums with respect to a term life insurance policy (the "Insurance Policy") on the life of the Executive providing for a payment of 300% of the Executive's current Base Salary to the beneficiaries of such policy and appropriate disability insurance (the "Disability Policy") for the Executive providing for a payment of 60-70% of the Executive's current Base Salary to the beneficiaries of such policy; provided, however, that the Company shall not be required to spend more than $9,000 in the aggregate for the annual premiums with respect to the Insurance Policy and the Disability Policy.


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Section 7. Involuntary Termination.


(a) If the Executive is incapacitated or disabled (such condition being hereinafter referred to as a "Disability") in a manner that would qualify the Executive for benefits under the Disability Policy, the Term of Employment and the employment of the Executive under this Agreement shall cease (such termination, as well as a termination under Section 7(b), being hereinafter referred to as an "Involuntary Termination") and the Executive shall be entitled to receive the benefits payable under the Disability Policy.


(b) If the Executive dies during the Term of Employment, the Term of Employment and the Executive's employment hereunder shall cease as of the date of the Executive's death and the beneficiaries designated by the Executive under the Insurance Policy shall be entitled to receive the proceeds of the Insurance Policy.


Section 8. Termination For Cause. The Company may terminate the Term of Employment and the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such termination being referred to herein as a "Termination For Cause") by giving the Executive written notice of such termination, effective immediately upon the giving of such notice to the Executive. As used in this Agreement, "Cause" means the Executive's (a) commission of an act (i) constituting a felony or (ii) involving fraud, theft or dishonesty which is not a felony and which materially adversely affects the Company or could reasonably be expected to materially adversely affect the Company, (b) repeated failure to be reasonably available to perform his duties, which, if curable, shall not have been cured within 10 business days of written notice thereof from the Company, (c) repeated failure to ...