0001193125-14-010571 Sample Contracts

Affinia Letterhead]
Restricted Stock Unit Agreement • January 14th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories

Reference is made to your Restricted Stock Unit Agreement with Affinia Group Holdings Inc. (“Holdings”), dated as of October 18, 2010, as amended (the “RSU Agreement”). This letter agreement (the “Letter Agreement”) is intended to memorialize the agreement between you and Holdings concerning the treatment of your restricted stock units (“RSUs”). Capitalized terms used herein without definition have the meanings assigned to such terms under your RSU Agreement.

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Affinia Letterhead]
Employment Agreement • January 14th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories

This letter agreement (the “Letter Agreement”) is intended to memorialize the agreement between you, Affinia and Holdings concerning your assistance with transition duties in the upcoming months as Affinia prepares to relocate its headquarters to North Carolina. Accordingly, you, Affinia, and Holdings agree to the following:

Affinia Letterhead]
Restricted Stock Unit Agreement • January 14th, 2014 • Affinia Group Intermediate Holdings Inc. • Motor vehicle parts & accessories

Reference is made to your Restricted Stock Unit Agreement with Affinia Group Holdings Inc. (“Holdings”), dated as of October 18, 2010, as amended (the “RSU Agreement”). This letter agreement (the “Letter Agreement”) is intended to memorialize the agreement between you and Holdings concerning the treatment of your restricted stock units (“RSUs”). Capitalized terms used herein without definition have the meanings assigned to such terms under your RSU Agreement.

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