ONYX ACCEPTANCE CORP
EXHIBIT 10.107
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<TYPE>EX-10.107
<SEQUENCE>2
<FILENAME>a72662ex10-107.txt
<DESCRIPTION>EXHIBIT 10.107
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                                                                  EXHIBIT 10.107

                          ONYX ACCEPTANCE CORPORATION
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

        Effective January 1, 2000 (the "Effective Date"), Onyx Acceptance
Corporation (the "Company") hereby establishes the Onyx Acceptance Corporation
Non-Qualified Deferred Compensation Plan (the "Plan") for the benefit of those
Participants and their Beneficiaries eligible to be covered under the Plan.

                                    ARTICLE I
                               PURPOSE OF THE PLAN

        1.1 PLAN PURPOSE. The Plan is established for the purpose of providing
retirement benefits for a select group of management or highly compensated
employees of the Company and is intended to be an unfunded plan within the
meaning of the Employee Retirement Income Security Act of 1974 ("ERISA"). All
benefits under the Plan will be provided solely from the general assets of the
Company. It is intended that the Plan be exempt from Parts II, III and IV of
Title I of ERISA pursuant to ERISA Sections 201(2), 301(a)(3) and 401(a)(1).

                                   ARTICLE II
                                   DEFINITIONS

        Whenever capitalized in the text, the following terms shall have the
meaning set forth below.

        2.1 ACCOUNT. "Account" means the bookkeeping entry maintained by the
Company for the purpose of accounting for the benefits accrued by a Participant
under the Plan. The Plan may maintain multiple Accounts for the purpose of
allocating different types of contributions under Article IV.

        2.2 ADJUSTED ACCOUNT VALUE. "Adjusted Account Value" means the fair
market value of the assets held by the Company for the Account of a Participant,
including the Deferrals of the Participant through the date of the valuation
adjusted for the net investment gains and losses.

        2.3 BENEFICIARY. "Beneficiary" means:

        (a) The Participant's surviving spouse;

        (b) If his surviving spouse is still alive, the Participant may
designate another person to be the Beneficiary only if his spouse consents in
writing to the designation of such person as the Beneficiary and the consent
acknowledges the effect of the designation and is witnessed by an officer of the
Company or a notary public, or it is established to the satisfaction of an
officer of the Company that the consent required under this paragraph may



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not be obtained because there is no spouse, the spouse cannot be located, or
such other circumstances as may be authorized by the Committee.

        (c) In the case where a deceased Participant failed to designate a
Beneficiary, the Committee is unable to locate a designated Beneficiary, the
Beneficiary predeceased the Participant, or the designation of the Beneficiary
by the Participant is legally ineffective, any distribution on behalf of a
Participant shall be paid to the person or persons included in the highest
priority category among the following:

                (i) The Participant's surviving Spouse;

                (ii) The Participant's surviving children, including adopted
        children;

                (iii) The Participant's surviving parents;

                (iv) The Participant's surviving brothers and sisters (whether
        whole or half-blood); or

                (v) The Participant's estate. In the event the Participant has
        neither a surviving spouse nor a properly designated Beneficiary, the
        remaining portion of his benefit shall be made to his estate.

        2.4 BOARD. "Board" or "Board of Directors" means the Board of Directors
for the Company.


        2.5 CHANGE IN CONTROL. "Change in Control" of the Company means the
close of any transaction pursuant to which there shall be consummated:

        (a) Any consolidation or merger of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's common stock would be converted into cash, securities or other
property. In the event that a merger of the Company occurs in which the holders
of the Company's common stock immediately prior to the merger have the same
proportionate ownership of at least 80% of common stock of the surviving
corporation immediately after the merger, a Change in Control shall not occur;

        (b) Any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all, or substantially all, of the assets of
the Company other than in connection with the Company's warehouse financing or
securitization transactions;



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        (c) The stockholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; or

        (d) Any person (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall
become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
Act) of 20% or more of the Company's outstanding common stock (other than any
such person who is the record owner of at least 15% of the Company's outstanding
common stock on the date hereof, other than nominees) without regard to family
or entity ownership attribution rules.

        2.6 COMMITTEE. "Committee" means the Committee described in Article VII.

        2.7 COMPANY. "Company" means Onyx Acceptance Corporation, a Delaware
corporation.

        2.8 COMPENSATION. "Compensation" means the amount indicated on the Form
W-2 or Form 1099 issued to a Participant. Except as otherwise expressly provided
in this Plan to the contrary, "Compensation" shall include those amounts that
represent elective deferrals with respect to a plan of Company qualified under
either Code Sections 125 or 401(k).

        2.9 DEFERRALS. "Deferrals" means the elective pre-tax contributions made
by Participants pursuant to an election made under the provisions of Article IV.

        2.10 DISABLED OR DISABILITY. "Disabled" or "Disability" means that the
Participant has been determined to be disabled under the individual or group
long-term disability plan in place for Company benefiting the Participant. In
the event that the Company does not maintain any long term disability plan,
"Disabled" or Disability" means a condition causing an individual to be unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
not less than twelve months.

        2.11 DISTRIBUTION EVENT. "Distribution Event" means the Participant's
death, Disability or attainment of Normal Retirement Age or a termination of the
Participant's employment following a Change of Control.

        2.12 401(k) PLAN. "401(k) Plan" means the Onyx Acceptance Corporation
401(k) Plan.

        2.13 INSURANCE POLICY. "Insurance Policy" means a permanent life
insurance policy issued by a life insurance company licensed to do business in
California that the



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Participant, in his sole discretion, has designated for the purpose of investing
the amounts held in his Account. The Company shall own the Insurance Policy.
Notwithstanding the designation of the Insurance Policy under this Section, such
asset is intended to be solely a measure for the growth factor to be added to
the amounts accrued on the books of the Company, and shall in no way alter the
parties' intent that this Agreement be unfunded as set forth in Article V.

        2.14 PARTICIPANT. "Participant" means any employee, independent
contractor or member of the Board of Directors of the Company who is a highly
compensated employee of the Company within the meaning of Title I of ERISA and
has been enrolled in this Plan in accordance with the provisions of Article III.
"Participant" does include a former employee who has terminated his employment
with the Company, but has not been paid the full amount held in his Account in
the Plan.

        2.15 PLAN YEAR. "Plan Year" means the calendar year, January 1 through
December 31.

        2.16 QUALIFIED SALARY REDUCTION AGREEMENT. "Qualified Salary Reduction
Agreement" means an agreement, delivered in accordance with and effective under
the 401(k) Plan, by which a Participant elects to transfer all or a portion of
his Deferrals under the Plan to the 401(k) Plan as qualified elective deferrals
under the 401(k) Plan.

        2.17 RETIREMENT DATE. "Retirement Date" means the date on which the
Participant terminates his employment with the Company after he has attained the
age of fifty-five.

        2.18 SEPARATION FROM SERVICE. "Separation from Service" means the
termination of the Participant's employment with the Company for any reason
other than a Distribution Event.

        2.19 TRUST. "Trust" means the trust created by The Onyx Acceptance
Corporation Non-Qualified Deferred Compensation Plan Trust Agreement.

        2.20 TRUSTEE. "Trustee" means the person(s) or entity acting as Trustee
of the Trust.

        2.21 VALUATION DATE. "Valuation Date" means the last day of each Plan
Year (December 31), unless the Committee, in its sole discretion, selects an
alternative date.

        2.17 VESTED INTEREST. "Vested Interest" means the portion of the
Participant's Account in the Plan which, following a Separation from Service,
may be distributed to the Participant upon the satisfaction of the requirements
of Section 6.3.



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        2.18 YEAR OF SERVICE. The Participant shall be deemed to have earned a
"Year of Service" if the Participant is employed by the Company continuously for
365 days. Year of Service shall be determined based upon the Participant's date
of hire. Years of Service completed before the Effective Date shall be
considered.

                                   ARTICLE III
                                  PARTICIPATION

        3.1 ELIGIBILITY. Any individual that is employed by the Company or is a
member of the Board and is a highly compensated employee under Title I of ERISA
is eligible to become a Participant in the Plan. The Board, in its sole
discretion, may designate those individuals eligible to participate in the Plan.
Each individual so designated shall automatically become a Participant as of the
date determined by the Board. Each Participant who has commenced participation
in the Plan shall continue to be a Participant until all of his benefits have
been paid in full under the terms of the Plan. The persons designated as
Participants as of the Effective Date are those individuals set forth on Exhibit
"A" attached hereto and incorporated herein by this reference.

                                   ARTICLE IV
                              PARTICIPANT DEFERRALS

        4.1 CREDITING OF AMOUNTS TO ACCOUNTS. The Company shall establish and
maintain in its books and records a separate, unfunded Account for the purpose
of recording the value of each Participants' benefits under the Plan. The
Account shall be a bookkeeping entry and shall not entitle any individual
Participant to any specific asset or assets of the Company.

        4.2 DEFERRAL OF COMPENSATION. Each Plan Year, the Company shall credit
to the Account of each Participant an amount equal to the Deferrals made by that
Participant in that Plan Year. Plan Year shall be the calendar year (January 1
through December 31). All such credits shall be credited to the Account of each
Participant on the last day of the calendar month in which the Deferral amount
is deducted from the Participant's paycheck. The Committee shall prescribe such
rules and procedures as it deems necessary or appropriate regarding the deferral
election under this Section. These rules may provide that deferral elections may
be made on a more frequent basis or at other times than as set forth above.

        4.3 COMPANY CONTRIBUTIONS. In addition to Deferrals, each Plan Year, the
Company may set aside for the benefit of each Participant an amount, if any,
determined by the Board of Directors in its sole and absolute discretion.

        4.4 TRANSFER OF CONTRIBUTIONS TO THE 401(k) PLAN. Each Participant may
irrevocably elect to transfer all or a portion of his Deferrals to the 401(k)
Plan pursuant to a



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Qualified Salary Reduction Agreement. The Committee shall prescribe such rules
and procedures as it deems necessary or appropriate regarding the transfer of
funds to the 401(k) Plan pursuant to a Qualified Salary Reduction Agreement
under this Section. These rules may provide that deferral elections may be made
on a more frequent basis or at other times than as set forth above. In the event
that the Company makes a matching contribution to the 401(k) Plan and the
Company makes a Company Contribution under the Plan, the Company may direct the
Committee to transfer that portion of the Company Contribution representing the
matching contribution for each Participant who has made a Qualified Salary
Reduction Agreement.

        4.5 EARNINGS. The Company intends to provide each Participant a growth
factor on the Deferrals set aside for his benefit under Section 4.2 and the
Company Contributions, if any, under Section 4.3. Pursuant to such rules and
procedures as may be prescribed by the Committee, the Committee shall invest the
amounts allocated to the Participant's Accounts in the manner that the
Committee, in its sole and absolute discretion, determines. In the event that
the Committee chooses to invest the Deferrals and Company Contributions, if any,
allocated to the Participants' Accounts, the growth factor under this Section
shall be based upon the designated fund's actual performance, net of any fees,
costs and expenses, whether positive, negative or neutral. The value of each
Participant's Account on any Valuation Date shall be an amount equal to the
Adjusted Account Value.

        4.6 INVESTMENT DIRECTION. The Committee shall be responsible for the
selection of the manner in which the Adjusted Account Value of each
Participant's Account is invested. In the event that an Insurance Policy is held
in a Participant's Account, the Committee shall be responsible for the selection
of the manner in which the Adjusted Account Value of that Insurance Policy (that
are not used to purchase current life insurance protection) are invested.

                                    ARTICLE V
                                BENEFITS UNFUNDED

        5.1 BENEFITS UNFUNDED. The benefits under this Plan shall not be funded,
but shall constitute an unsecured liability payable, when due, by the Company
out of its general assets. Each Participant is required to rely solely upon the
Company's unsecured promise to pay the benefits. In the event of a bankruptcy or
insolvency of the Company, each Participant will be only a general creditor of
the Company. All amounts credited to the Account of a Participant represent a
bookkeeping entry for the purpose of maintaining the amount of benefits promised
by the Company under the Plan.



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        5.2 REVALUATION OF ACCOUNTS ON EACH VALUATION DATE. Within sixty days
after each Valuation Date, the Committee shall revalue the Accounts of each
Participant as of the applicable Valuation Date so as to reflect any increase or
decrease in the fair market value of the assets in each Participant's Account as
of that date as compared with the value of the assets in the Participant's
Account determined as of the immediately preceding Valuation Date.

                                   ARTICLE VI
                               PAYMENT OF BENEFITS

        6.1 NORMAL DISTRIBUTION OF BENEFITS. Subject to Section 6.8 below,
within ninety days (unless extended by the Company for good cause) of the close
of the Plan Year in which a Distribution Event occurs, the Company shall pay to
that Participant an amount equal to the Participant's Account in a single lump
sum payment of cash. In lieu of a cash distribution, the Company may, in its
sole discretion, satisfy its obligations under this Section by transferring the
Insurance Policy or any other asset held by the Trust to the Participant.

        6.2 TERMINATION OF EMPLOYMENT. In the event that the Participant incurs
a Separation from Service prior to a Distribution Event, the Company shall pay
to the Participant an amount equal to his Vested Interest within ninety days
(unless extended by the Company for good cause) of the date on which his
employment terminates with the Company. The Participant's benefit shall be paid
in the manner determined under Section 6.1 above.

        6.3 VESTED INTEREST UPON SEVERANCE. The Participant shall always be 100%
vested in his Deferrals Account. During the Participant's period of employment
with the Company, in the event his employment with the Company terminates due to
a Distribution Event or a Change in Control occurs, his Vested Interest in his
Account attributable to Company Contributions shall be 100%. In the event the
Participant incurs a Separation from Service prior to a Distribution Event or
the occurrence of a Change in Control, the Vested Interest of the Participant in
his Account shall be determined on the basis of his Years of Service, in
accordance with the following schedule:

<TABLE>
<CAPTION>
YEARS OF SERVICE                           VESTED PERCENTAGE
----------------                           -----------------
<S>                                        <C>
     1 year                                           0%
     2 years                                         20%
     3 years                                         40%
     4 years                                         60%
     5 years                                         80%
6 years or more                                     100%
</TABLE>



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        6.4 DEATH BENEFIT. In the event that the Company elects to purchase an
Insurance Policy on the life of any Participant, the Participant's Account shall
include an amount equal to the Adjusted Account Value on the day prior to the
death of the Participant. If the Company elects to purchase an Insurance Policy,
in addition to the Participant's Account, the Company shall pay the
Participant's Beneficiary as a death benefit in amount equal to the death
benefit of the Insurance Policy reduced by the value of the Participant's
Account.

        6.5 PAYEES UNDER LEGAL DISABILITY. If any payee is a minor, or if the
Board reasonably believes that any payee is legally incapable of giving a valid
receipt and discharge for any payment due him, the Board may have the payment,
or any part of it, made to the person (or persons or institution) whom it
reasonably believes is caring for or supporting such payee. Any such payment
shall be a payment for the benefit of the payee and shall, to the extent
thereof, be a complete discharge of any liability under the Plan to the payee.

        6.6 PAYMENT OF BENEFITS. All payments under the Plan shall be delivered
in person or mailed to the last address of the Participant (or, in the case of
the death of a Participant, to that of the Beneficiary). Each Participant shall
be responsible for furnishing the Company with the Participant's correct current
address and the correct current name and the address of his Beneficiary.

        6.7 CLAIMS PROCEDURE. In the event a Participant's claim for benefit is
denied (in whole or in part), the denial and the appeal of the decision shall be
handled in accordance with the provisions of Department of Labor Regulation
2560.503-1.

        6.8 OPTION TO DEFER BENEFITS. Notwithstanding the provisions of Section
6.1 and 6.2, at any time prior to the first day of the Plan Year in which a
Participant's Deferrals become distributable under Section 6.1, by mutual
agreement between the Company and the Participant, any Participant may
irrevocably elect to defer the payment of his Account to another date. Any such
election shall designate the date of commencement (the "Deferred Date"). In all
cases, the Deferred Date shall be on or before the tenth anniversary of the date
the Account would have otherwise been payable. Any election under this Section
shall be in writing and shall specify the Deferred Date.

        6.9 OPTIONAL METHOD OF DISTRIBUTION. Notwithstanding the provisions of
Sections 6.1 and 6.3, a Participant who has completed four or more years of
participation in the Plan and has an Account with in excess of $25,000, may
irrevocably elect to have the Company purchase a fully paid annuity with the
balance of his Account that provides for the payment of his benefits over a
period certain. Any election under this Section shall be in writing. The
Committee shall prescribe such rules and procedures as it deems necessary or
appropriate regarding the election under this Section.



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        6.10 HARDSHIP DISTRIBUTIONS. In the event a Participant incurs a
"financial hardship," as defined under Section 401(k) of the Code, the
Participant may withdraw the amounts held in his Account by executing and
delivering to the Human Resources Department for the Company written notice of
hardship withdrawal on the form provided by the Company. The amount of the
distribution shall be limited to the amount necessary to satisfy the financial
hardship. Immediately prior to a distribution under this Section, the
Participant shall forfeit an amount equal to 10% of the value of the
distribution from his Account. The Committee will prescribe such rules and
procedures as it deems necessary to implement the provisions of this Section.

                                   ARTICLE VII
                               PLAN ADMINISTRATION

        7.1 PLAN ADMINISTRATION.

        (a) Authority to control and manage the operation and administration of
the Plan shall be vested in the Committee appointed by the Board. The Committee
shall have all powers necessary to supervise the administration of the Plan and
control its operations.

        (b) In addition to any powers and authority conferred on the Committee
elsewhere in the Plan or by law, the Committee shall have the following powers
and authority:

                (i) To designate agents to carry out responsibilities relating
        to the Plan;

                (ii) To administer, interpret, construe and apply this Plan and
        to answer all questions which may arise or which may be raised under
        this Plan by the Participant, Beneficiary or other person whatsoever;

                (iii) To establish rules and procedures from time to time for
        the conduct of its business and for the administration and effectuation
        of its responsibilities under the Plan; and

                (iv) To perform or cause to be performed such further acts as it
        may deem to be necessary, appropriate, or convenient for the operation
        of the Plan.

        (c) Any action taken in good faith by the Committee in the exercise of
authority conferred upon it by this Plan shall be conclusive and binding upon
the Participant and Beneficiaries. All discretionary powers conferred upon the
Committee shall be absolute.

        7.2 LIMITATION ON LIABILITY. No employee or member of the Committee
shall be subject to any liability with respect to his duties under the Plan
unless the person acts fraudulently or in bad faith. To the extent permitted by
law, the Company shall indemnify



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each member of the Committee, and any other employee of the Company with duties
under the Plan who was or is a party, or is threatened to be made a party, to
any threatened, pending or completed proceeding, whether civil, criminal,
administrative, or investigative, by reason of the person's conduct in the
performance of his duties under the Plan.

                                  ARTICLE VIII
                              MISCELLANEOUS MATTERS

        8.1 AMENDMENT AND TERMINATION. The Company expects the Plan to be
permanent, but since future conditions affecting the Company cannot be
anticipated or foreseen, the Company reserves the right to prospectively amend,
modify, or terminate the Plan at any time by action of the Board. Upon
termination of the Plan, the Company may either freeze benefits under the Plan
and distribute those benefits in accordance with the terms of the Plan or the
Company may provide that all benefits shall become payable immediately upon the
termination of the Plan. No such amendment or termination shall operate to
decrease or forfeit the Account of any Participant. Retroactive amendments shall
be enforceable only if consented to by the Participant.

        8.2 BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned
or alienated, whether voluntarily or involuntarily.

        8.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary
undertaking on the part of the Company and shall not be deemed to constitute a
contract between the Company and the Participant or to be consideration for, or
an inducement to, or a condition of, the employment of the Participant. Nothing
contained in the Plan shall be deemed to give the right to the Participant to be
retained in the employ of the Company or to interfere with the right of the
Company to discharge the Participant at any time.

        No person shall have any right to any benefits under this Plan, except
to the extent expressly provided herein.

        8.4 GOVERNING LAW. To the extent not preempted by federal law, all legal
questions pertaining to the Plan shall be determined in accordance with the laws
of the State of California.

        8.5 ARBITRATION. Any controversy, dispute or claim arising out of or in
connection with or relating to this Plan will, after satisfying the requirements
of Section 6.6, be submitted by the parties to arbitration by the American
Arbitration Association in the County of Orange, State of California, in
accordance with the commercial rules then in effect for that Association. Each
party shall choose one arbitrator within thirty days of receipt of notice of the
intent to arbitrate. Within sixty days of receipt of the notice of intent to
arbitrate, the two arbitrators shall choose a neutral third arbitrator who shall
act as chairman.



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The award rendered by the arbitrators shall include costs of arbitration,
reasonable attorneys' fees and reasonable costs for expert and other witnesses,
and judgment upon such award may be entered in any court having jurisdiction
thereof.

        IN WITNESS WHEREOF, in order to record the adoption of the Plan, Onyx
Acceptance Corporation has caused this instrument to be signed by its duly
authorized officer to be effective January 1, 2000.

                                       ONYX ACCEPTANCE CORPORATION

                                       BY:
                                          --------------------------------------

                                       ITS:
                                           -------------------------------------



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                                   EXHIBIT "A"




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