Form of 2010 Equity Incentive Award Plan Stock Option Agreement



  
 Exhibit 10.27

 UCI INTERNATIONAL, INC. 
 2010 EQUITY INCENTIVE AWARD PLAN 
 STOCK OPTION GRANT NOTICE

 UCI International, Inc., a Delaware corporation, (the “Company”), pursuant to its 2010 Equity Incentive
Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of Common Stock (“Stock”), set forth below
(the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, each of
which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement. 

 

			
	Participant:	  	[                             
                   ]
		
	Grant Date:	  	[                             
                   ]
		
	Exercise Price per Share:	  	$[            ]
		
	Total Exercise Price:	  	$ [                    ]
		
	Total Number of Shares Subject to the Option:	  	[                    ] shares
		
	Expiration Date:	  	[                             
                   ]
		
	Vesting Schedule:	  	[To be specified in individual agreements]
		
	Type of Option:	  	Nonstatutory Stock Option

 By his or her
signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant
Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Additionally, by signing below,
Participant agrees that Participant has read, fully understands and agrees to abide by the terms of the Company’s Insider Trading Policy and has read and fully understands the Plan Prospectus and Prospectus Supplement, if applicable.
Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement. 

 

									
	UCI INTERNATIONAL, INC.:	 		 	PARTICIPANT:
					
	By:	 	  
	 		 	By:	 	  

	Print Name:	 	  
	 		 	Print Name:	 	  

	Title:	 	  
	 		 		 	
	Address:	 	  
	 		 	Address:	 	  

		 	  
	 		 		 	  









  
 EXHIBIT A

 TO STOCK OPTION GRANT NOTICE 
 UCI INTERNATIONAL, INC. STOCK OPTION AGREEMENT 
 Pursuant to the Stock
Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, UCI International, Inc., a Delaware corporation (the “Company”), has granted to
Participant an Option under the Company’s 2010 Equity Incentive Award Plan, as amended from time to time (the “Plan”), to purchase the number of shares of Stock indicated in the Grant Notice. 

ARTICLE 1. 

GENERAL 

1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant
Notice. 
 1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are
incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 
 ARTICLE 2. 
 GRANT OF OPTION 

2.1 Grant of Option. In consideration of Participant’s past and/or continued employment with or service to the Company or a
Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company grants to Participant the Option to purchase any part or all of an aggregate of
the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 14.2 of the Plan. 

2.2 Exercise Price. The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice,
without commission or other charge; provided, however, that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. 

2.3 Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render
faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan, the Grant Notice or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall
interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause,
except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

  
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 ARTICLE 3.

 PERIOD OF EXERCISABILITY 
 3.1 Commencement of Exercisability. 
 (a) Subject to Sections 3.2, 3.3,
5.10 and 5.15 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice. 
 (b) No portion of the Option which has not become vested and exercisable at the date of Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise
provided by the Administrator or as set forth in a written agreement between the Company and Participant. 
 3.2 Duration of
Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall
remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof. 
 3.3 Expiration of Option.
The Option may not be exercised to any extent by anyone after the first to occur of the following events: 
 (a) The Expiration
Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date; 
 (b) The
expiration of three (3) months from the date of Participant’s Termination of Services, unless such termination occurs by reason of Participant’s death or disability; or 

(c) The expiration of one (1) year from the date of Participant’s Termination of Services by reason of Participant’s death
or disability. 
 3.4 Tax Withholding. Notwithstanding any other provision of this Agreement: 

(a) The Company has the authority to deduct or withhold, or require Participant to remit to the Company, an amount sufficient to satisfy
applicable federal, state, local and foreign taxes (including any FICA obligation) required by law to be withheld with respect to any taxable event arising pursuant to this Agreement. The Company may permit Participant to make such payment in one or
more of the forms specified below: 
 (i) by cash or check made payable to the Company; 

(ii) by the deduction of such amount from other compensation payable to Participant; 

(iii) with respect to any withholding taxes arising as a result of the exercise of the Option, by requesting that the Company and its
Subsidiaries withhold a net number of shares of Stock issuable upon the exercise of the Option having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its Subsidiaries based
on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; 

  
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 (iv) with respect to
any withholding taxes arising as a result of the exercise of the Option, by tendering shares of Stock having a then current Fair Market Value not exceeding the amount necessary to satisfy the withholding obligation of the Company and its
Subsidiaries based on the minimum applicable statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes; or 
 (v) in any combination of the foregoing. 
 (b) With respect to any withholding
taxes arising as a result of the exercise of the Option, in the event Participant fails to provide timely payment of all sums required pursuant to Section 3.4(a), the Company shall have the right and option, but not the obligation, to treat
such failure as an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 3.4(a)(ii) or Section 3.4(a)(iii) above, or any combination of the foregoing as the Company may
determine to be appropriate. The Company shall not be obligated to deliver any certificate representing shares of Stock issuable with respect to the exercise of the Option to Participant or his or her legal representative unless and until
Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the taxable income of Participant resulting from the exercise of the
Option or any other taxable event related to the Option. 
 (c) In the event Participant’s tax withholding obligation will
be satisfied under Section 3.4(a)(iii) above, then the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a whole number of shares from those shares of
Stock that are issuable upon exercise of the Option as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy Participant’s tax withholding obligation. Participant’s acceptance of this Award constitutes
Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described above, including the transactions described in the previous sentence, as applicable. Any shares of Stock to be sold at the
Company’s direction through a broker-assisted sale will be sold on the day the tax withholding obligation arises or as soon thereafter as practicable. The shares of Stock may be sold as part of a block trade with other participants of the Plan
in which all participants receive an average price. Participant will be responsible for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and the Partnership harmless from any losses, costs,
damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed Participant’s tax withholding obligation, the Company agrees to pay such excess in cash to Participant as soon as practicable. Participant
acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy Participant’s tax withholding obligation. The Company
may refuse to issue any shares of Stock to Participant until the foregoing tax withholding obligations are satisfied. 

ARTICLE 4. 

EXERCISE OF OPTION 
 4.1 Person Eligible to Exercise. During the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the
Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the
then applicable laws of descent and distribution. 

  
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 4.2 Partial
Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3
hereof. 
 4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to
the Secretary of the Company (or any third party administrator or other person or entity designated by the Company), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes
unexercisable under Section 3.3 hereof: 
 (a) An exercise notice in a form specified by the Administrator, stating that
the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator; 
 (b) The receipt by the Company of full payment for the shares of Stock with respect to which the Option or portion thereof is exercised, in such form of consideration permitted under Section 4.4
hereof that is acceptable to the Administrator; 
 (c) The payment of any applicable withholding tax in accordance with
Section 3.4; 
 (d) Any other written representations or documents as may be required in the Administrator’s sole
discretion to evidence compliance with the Securities Act or any other applicable law, rule or regulation; and 
 (e) In the
event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option. 

Notwithstanding any of the foregoing, the Administrator shall have the right to specify all conditions of the manner of exercise, which conditions may
vary by country and which may be subject to change from time to time. 
 4.4 Method of Payment. Payment of the exercise
price shall be by any of the following, or a combination thereof, at the election of Participant: 
 (a) Cash or check;

 (b) With the consent of the Administrator, surrender of shares of Stock (including, without limitation, shares of Stock
otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate
exercise price of the Option or exercised portion thereof; or 
 (c) Other property acceptable to the Administrator (including,
without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to shares of Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Administrator, but in any event not
later than the settlement of such sale). 

  
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 4.5 Conditions to
Issuance of Stock. The shares of Stock deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued shares of Stock or issued shares of Stock which have then been reacquired by the
Company. Such shares of Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following
conditions: 
 (a) The admission of such shares of Stock to listing on all stock exchanges on which such Stock is then listed;

 (b) The completion of any registration or other qualification of such shares of Stock under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; 

(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; 
 (d) The receipt by the Company of full payment for such shares
of Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and 
 (e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience. 

4.6 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of
the Company, including, without limitation, voting rights and rights to dividends, in respect of any shares of Stock purchasable upon the exercise of any part of the Option unless and until such shares of Stock shall have been issued by the Company
and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior
to the date the shares of Stock are issued, except as provided in Section 14.2 of the Plan. 
 ARTICLE 5. 

OTHER PROVISIONS 
 5.1 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other
interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option. 

5.2 Whole Shares. The Option may only be exercised for whole shares of Stock. 

5.3 Option Not Transferable. Subject to Section 4.1 hereof, the Option may not be sold, pledged, assigned or transferred in
any manner other than by will or the laws of descent and 

  
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distribution, unless and until the shares of Stock underlying the Option have been issued, and all restrictions applicable to such shares of Stock have lapsed. Neither the Option nor any interest
or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means
whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void
and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 
 5.4 Binding
Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 5.5 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such
circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Stock contemplated by Section 14.2 of the Plan (including, without limitation, an extraordinary cash dividend on such
Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of shares of Stock subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the
Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 14.2 of the Plan. 

5.6 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of
the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant
to this Section 5.6, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled
to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with
postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 
 5.7
Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 
 5.8 Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that
might be applied under principles of conflicts of laws. 
 5.9 Conformity to Securities Laws. Participant acknowledges
that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange
Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws,
rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

5.10 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially
amended or otherwise modified, suspended or terminated at any 

  
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time or from time to time by the Administrator or the Board; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this
Agreement shall adversely affect the Option in any material way without the prior written consent of Participant. 
 5.11
Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on
transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 
 5.12 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the
Plan, the Option, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)
that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 

5.13 Not a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to
continue to serve as an employee or other service provider of the Company or any of its Subsidiaries. 
 5.14 Entire
Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with
respect to the subject matter hereof. 
 5.15 Section 409A. This Option is not intended to constitute
“nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that
the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt
such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary
or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A. 
 5.16 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the
part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the
Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to options, as and when exercised pursuant to
the terms hereof. 

  
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