1 EXHIBIT 10.28 TALON AUTOMOTIVE 900 Wilshire Drive GROUP LLC Suite 203 Troy, Michigan 48084 (810) 362-7600 FAX (810) 362-7617 October 25, 1996 Mr. Michael Veltri President & CEO Veltri International 900 Wilshire Plaza Suite 150 Troy, MI. 49084 Dear Mike: While we have discussed Talon Automotive Group's bonus program verbally several times, per your request, I am putting in writing the Talon Automotive Group's executive bonus program that you would be eligible to participate in: * Executives can earn up to 50% of their base pay by obtaining certain agreed upon performance levels. Over the last several years, performance metrics have primarily focused on pre-tax net income performance versus budget, however, prospectively, other measures may be utilized such as ROA, EVA, etc. * On an annual basis, each business unit prepares a business plan including a financial budget for the upcoming year. These budgets include income statements, balance sheets and cash flows. All business plans are approved by T.A.G.'s executive committee then ultimately by the owners in mid December. * Bonuses are earned as long as actual performance meets or exceeds 75% of the annual budget. Under 75% bonuses are not awarded. Over 75% bonuses are earned ratably through the range of 0% - 5O%. * The following indicates how bonuses are earned and provides and example: Performance Relative to Budgeted Earnings Bonus as Percentage of Base * 75% - 100% of budgeted earnings * 0 - 35% * 100% - 125% * 35% - 50% 2 Mr. Michael Veltri Veltri International October 25, 1996 Page 2 Example: Assume: Budgeted Pre-Tax Net Income - $4.0 million Base Pay = $375,000 (Estimate) Percentage of Percentage Actual Performance Budget Bonus of Base Bonus ------------------ ------ ------------- ----- Net income $5.0 million 125% 50% $187,500 Net income $4.0 million 100% 35% $131,250 Net income $3.5 million 88% 8.2% $ 68,250 Net income $2.8 million 70% 0 0 * Payment of the bonus is made after completion of the year-end audit by Ernst & Young, usually in mid-March after year-end. * Finally, any rights that you may have to any unpaid bonuses would be forfeited if you are not employed by the company on December 31 of any year, you terminate your employment with the company at any time, or if you are terminated by the company for cause, as defined in your employment agreement. Hopefully, this clears up this issue. Please call if you have any questions. Sincerely, /s/ David J. Woodward David J. Woodward Vice President/CFO DJW/apt