EX-10.33



 Exhibit 10.33 
  





 
  

					
			Keith A. Wilson, Jr.		Affinia Group, Inc.
			President		1Wix Way
			Affinia Global Filtration		Gastonia, NC 28054
					  
 704-869-3302 tel

					704-861-0727 fax
					  
 affiniagroup.com


 March 21. 2014 

Mr. David E. Sturgess 
 17504 Cotton Baker Court 

Cornelius, NC 28031 
 Dear David: 

I am pleased to extend a formal employment offer for you to become a member of the Affinia Group Inc. executive leadership team, effective April 14,
2014. This offer is only valid through March 26, 2014. 
 Reporting Relationship 

You will report directly to me and will be a member of Affinia’s Executive Committee. 

Title 
 Senior Vice President General Counsel &
Secretary 
 Compensation and Fringe Benefits 
 Your
base salary will be $21,667 per pay period as earned, which is equivalent to a rate of $260,000 per year. It is our policy to review salaries and conduct performance reviews on an annual basis. Your first salary review will occur on or prior to
January 1, 2015. 
 You will receive a company car allowance payment in the amount of $1,250 per month according to the lease vehicle allowance
program. 
 You will be placed on the management incentive bonus program that provides you an opportunity to earn a target bonus of 50% of your base salary.
Our bonus program is reviewed and revised annually by our compensation committee and 1s subject to their discretion. Your bonus program will be prorated for 2014 based on your start date. 

Restricted Stock Units 
 You will be offered 7,062.15
Restricted Stock Units (which would have a value of $1 million upon achieving a 2X vesting event), 50% of which will contain the same vesting conditions (and other terms and conditions) as other holders of restricted stock units and 50% of which
will vest in four equal annual installments on each anniversary of your start date. The Restricted Stock Unit program will require you to agree to certain non-competitive and other restrictions as a condition
of any grant. 

  
 Affinia... Keeping
the World’s Wheels Turning 








 



 
 Benefits 
 Standard
benefit package effective 90 days after your start date, subject to terms and conditions contained in the plans. We will reimburse you for any health care premium payments you make to continue your current health plan coverage during this 90-day
period. Benefit package includes health and dental coverage; life and accidental death and dismemberment insurance; travel accident insurance; 401(k); holiday and vacation pay; and educational assistance. You will be eligible for continuance of pay
and long term disability after completing one full year of service. Further details regarding our benefits can be obtained from the human resources department. As agreed, you will receive 4 weeks paid vacation. 

Separation Pay 
 You will be entitled to a 12 month,
salary and health care benefits (no bonus), severance agreement if your employment is terminated by Affinia without cause, or for the following good reasons: a material reduction in salary, material reduction in position, or material relocation of
employee’s office. 
 This employment offer is contingent on the successful results of a drug screen. Additionally, your employment and compensation
will be at the will of the Employer and can be terminated, with or without cause, and with or without notice, at any time at the option of either the Employer or yourself. 

Should you have any questions, please let me know. The entire Affinia Group Inc. family joins me in welcoming you to our team and we look forward to seeing
your contributions as we grow in the on- and off-highway replacement parts and service industry! 
  

	
	Sincerely,
	
	Keith Wilson
	President, Global Filtration

  

			
	cc:		Tim Zorn
			Kay Teixeira

 Please indicate your acceptance of our offer by signing below and returning one copy of the letter, with your original
signature. 
 I x accept  ̈ decline Affinia Group Inc.’s
offer of employment. 
  

					
	Signature:				Date:
			



		 3/21/14



  
 Affinia... Keeping
the World’s Wheels Turning