0001047469-15-002855 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York

This CONSULTING AGREEMENT (this “Agreement”), dated as of January 28, 2013, is by and between IDQ Operating, Inc., a Delaware corporation (the “Company”), and Windy Hill Investments LLC, a Michigan limited liability company (the “Consultant”). Each of the Company and Consultant are sometimes hereinafter referred to as a “Party” or together as the “Parties”.

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AGREEMENT
Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Connecticut

AGREEMENT (this “Agreement”) dated as of March 25, 2015, by and between Armored AutoGroup Parent Inc. (the “Company”), and Michael Bauersfeld (the “Employee”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of March 17, 2014 between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”) and Michael Klein (the “Executive”).

TRANSITION AGREEMENT
Transition Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

THIS TRANSITION AGREEMENT (the “Agreement”) dated March 24, 2014 by and among Armored AutoGroup Parent, Inc., a Delaware corporation (“Parent”), Armored AutoGroup Inc., a Delaware corporation (the “Company”), and David P. Lundstedt (“Executive”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of May 10, 2010 between IDQ Acquisition Corp., a Delaware corporation (the “Company”) and Gerard F. Rooney (the “Executive”).

ARMORED AUTO GROUP PARENT INC. 2010 EQUITY INCENTIVE PLAN EMPLOYEE OPTION GRANT AWARD AGREEMENT
Joinder Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

THIS AGREEMENT (this “Agreement”) is made as of [Date] (the “Grant Date”), between Armored Auto Group Parent Inc. (f/k/a Viking Parent Inc.), a Delaware corporation (the “Company”), and [Name] (the “Grantee”). Capitalized terms, unless defined in Section 9 or a prior section of this Agreement, shall have the same meanings as in the Viking Parent Inc. 2010 Equity Incentive Plan (the “Plan”).

ARMORED AUTOGROUP PARENT INC. BOARD SERVICES AND CONSULTING AGREEMENT
Board Services and Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

THIS BOARD SERVICES AND CONSULTING AGREEMENT (this “Agreement”) is entered into this 17th day of March, 2014 by and between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and Allen Yurko (the “Board Member”).

SEPARATION AGREEMENT
Reaffirmation Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Connecticut

Armored AutoGroup Inc. (“Company”) and J. Andrew Bolt (“Employee” or “You”) hereby agree to the following terms and conditions of separation from the Company:

ARMORED AUTOGROUP PARENT INC. BOARD SERVICES AND CONSULTING AGREEMENT
Board Services and Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

THIS BOARD SERVICES AND CONSULTING AGREEMENT (this “Agreement”) is entered into this 1st day of June, 2014 by and between Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), and Lisa R. Kranc (the “Board Member”).

FIRST AMENDMENT TO CONSULTING AGREEMENT (Las Colinas)
Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York

This FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), is entered into as of March 17, 2014 by and between IDQ Operating, Inc. (the “Company”), and Las Colinas Investments, LLC (the “Consultant”).

FIRST AMENDMENT TO CONSULTING AGREEMENT (Windy Hill)
Consulting Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York

This FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), is entered into as of March 17, 2014 by and between IDQ Operating, Inc. (the “Company”), and Windy Hill Investments LLC, a Michigan limited liability company (the “Consultant”).

Armored AutoGroup Parent Inc. 2010 Equity Incentive Plan AMENDED AND RESTATED NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Award Agreement • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • Delaware

THIS AMENDED AND RESTATED AGREEMENT (the “Award Agreement”) is dated as of [DATE] and was initially effective as of [GRANT DATE] (the “Date of Grant”), between Armored AutoGroup Parent Inc. (f/k/a Viking Parent, Inc.), a Delaware corporation (the “Company”), and [NAME] (the “Participant”):

SECOND AMENDMENT
Second Amendment • March 27th, 2015 • Armored AutoGroup Inc. • Wholesale-motor vehicle supplies & new parts • New York

SECOND AMENDMENT, dated as of March 11, 2014 (this “Second Amendment”), to the Amended and Restated Credit Agreement, dated as of March 16, 2011 (as amended by the First Amendment, dated as of September 28, 2012, and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Armored Autogroup Intermediate Inc., Armored Autogroup Inc. (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto.

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