UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICERestricted Stock Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
UNITED COMPONENTS, INC. SEVERANCE AGREEMENTSeverance Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • Indiana
This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Keith Zar (the “Executive”) and United Components, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.
RESIGNATION, WAIVER, CONSENT, APPOINTMENT AND AMENDMENT AGREEMENTResignation, Waiver, Consent, Appointment and Amendment Agreement • March 19th, 2010 • United Components Inc • Motor vehicle parts & accessories • New York
This Resignation, Waiver, Consent, Appointment and Amendment Agreement (this “Agreement”) is entered into as of December 22, 2009, by and among Lehman Commercial Paper Inc. (“Lehman”), a debtor and debtor in possession under chapter 11 of the Bankruptcy Code (defined below) acting through one or more of its branches as the Administrative Agent and Swing Line Lender, (in such capacities, the “Existing Agent”) under the Credit Agreement (as defined below), Bank of America, N.A., the Lenders party hereto, United Components, Inc. (the “Borrower”) and each of the Guarantors signatory hereto. Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined.
