FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENT (PURCHASED STOCK AND OPTIONS)Management Stockholder’s Agreement • November 22nd, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , (the “Effective Date”) between Affinia Group Holdings Inc., a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below) or, if not defined therein, in the Stock Option Agreement (as such term is defined below).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • November 22nd, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Affinia Group Holdings Inc., a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to (i) the granting to you by the Company of the Options (as defined in the Stockholder’s Agreement) to purchase shares of common stock of the Company (the “Common Stock”) and (ii) the purchase by you of the Purchased Stock (as defined in the Stockholder’s Agreement). [In addition, you have entered into a Restricted Stock Unit Agreement, dated as of the date hereof, between you and the Company (the “RSU Agreement”) relating to the granting to you by the Company of Restricted Stock Units (“RSUs”) with respect to the Company’s Common Stock.]
AFFINIA GROUP HOLDINGS INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 22nd, 2010 • Affinia Group Holdings Inc. • Motor vehicle parts & accessories
