EXHIBIT 10.27




 




EXECUTIVE EMPLOYMENT AGREEMENT




 




This Employment Agreement (“Agreement”) is entered

into as of

                ,

2002 by and between

                               ,

a natural person (“Executive”), and Aftermarket Technology Corp., a Delaware

corporation (the “Company”).




 




WHEREAS Executive has been hired by the Company to

serve as

                            

of the Company, which is engaged (either directly or through its subsidiaries)

in the businesses of (i) remanufacturing and distributing drive train and

electronic products used in the repair of vehicles and (ii) providing

value added warehouse and distribution services, return material reclamation

and disposition services (such businesses, as they may be expanded during the

term of this Agreement, are referred to herein as the “Business”), and the

Company desires to continue to retain the services of Executive in such

capacity and Executive is willing to provide such services on the terms and

conditions set forth below.




 




NOW, THEREFORE, in consideration of the foregoing

recital and the mutual covenants and agreements set forth below, the parties

hereto agree as follows:




 




1.                                      Employment

and Term.




 




(a)                                  Full

Time and Best Efforts.  Subject to

the terms set forth herein, the Company agrees to employ Executive in a

management capacity and Executive hereby accepts such employment.  During the term of his employment, Executive

will devote his full time, best efforts and attention to the performance of his

duties hereunder and to the business and affairs of the Company and its

subsidiaries.




 




(b)                                 Duties.  Executive shall perform such duties for the

Company and its subsidiaries as are customarily associated with a management

position, consistent with the Bylaws of the Company and as required by the officer

or officers to whom Executive reports.




 




(c)                                  Company

Policies.  The employment

relationship between the parties shall be governed by the general employment

policies and practices of the Company, except that when the terms of this

Agreement differ from or are in conflict with such employment policies and

practices, this Agreement shall control.




 




(d)                                 Term.  The initial term of employment of Executive

under this Agreement shall begin as of the date hereof and end on the third

anniversary the date hereof, subject to the provisions for termination

contained in Section 5 and renewal contained in Section 1(e).




 




(e)                                  Renewal.  Unless the Company shall have given

Executive notice that this Agreement shall not be renewed at least 30 days

prior to the end of the initial term referred to in Section 1(d), the term

of this Agreement shall be automatically extended for a period of one year,

such procedure to be followed in each such successive period.




 





























 




2.                                      Compensation

and Benefits.




 




(a)                                  Salary.  Executive shall receive for services to be

rendered hereunder an annual base salary of

$                           ,

payable on the Company’s regular payroll dates, subject to increase at the

discretion of the Company, and subject to standard withholdings for taxes and

social security and the like.  The

Company shall review Executive’s salary on a periodic basis and may, in its

sole discretion, increase Executive’s salary.




 




(b)                                 Incentive

Plans.  During the term hereof,

Executive shall be eligible to participate in any annual incentive bonus plan

and long-term incentive plan (including, without limitation, any stock option

plan) of the Company generally available to Company employees of a level

comparable to Executive.  Such

participation shall be subject to and on a basis consistent with the terms,

conditions and administration of any such plan.  Executive understands that (i) the Company shall have

discretion to determine Executive’s level of participation in any such plan and

(ii) any such plan may be modified or eliminated in the Company’s sole

discretion in accordance with applicable law and the terms of such plan.




 




(c)                                  Participation

in Benefit Plans.  During the term

hereof, Executive shall be entitled to participate in any group insurance,

hospitalization, medical, dental, health and accident, disability, retirement

income or similar plan or program of the Company to the extent that he is

eligible under the general provisions thereof. 

The Company may, in its discretion and from time to time, establish

additional management benefit programs as it deems appropriate.  Executive understands that any such plans

may be modified or eliminated in the Company’s discretion in accordance with

applicable law.




 




(d)                                 Vacation.  Executive shall be entitled to a period of

annual paid vacation time equal to the period provided to employees of a

comparable level by the Company’s policies and procedures.  The days selected for Executive’s vacation

must be mutually agreeable to the Company and Executive.




 




3.                                      Perquisites.




 




(a)                                  Financial Planning/Club Dues Allowance.  During

each calendar year during the term hereof, Executive will receive reimbursement

for expenses incurred during such year for (i) personal financial/tax

planning, (ii) estate planning (including legal fees) and (iii) club

(e.g.,

country club, health club, social club) dues; provided, however, that the

reimbursable amount for any such year shall not exceed 2% of Executive’s base

salary paid during such year.




 




(b)                                 Automobile Allowance. 

Executive shall be entitled to a monthly auto-mobile allowance.




 




4.                                      Business

Expenses.  Executive shall be

reimbursed for documented and reasonable business expenses in connection with

the performance of his duties hereunder.




 




5.                                      Termination

of Employment.  The date on

which Executive’s employment by the Company ceases, under any of the following

circumstances, shall be defined herein as the 




 




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“Termination Date.” 

All capitalized terms used in this Section 5 without definition will

have the meanings set forth in Section 5(h).




 




(a)                                  Termination

for Cause.  The Company may

terminate Executive’s employment at any time for Cause immediately upon written

notice to Executive of the circumstances leading to such termination for

Cause.  If Executive’s employment is

terminated for Cause, Executive shall receive payment for all accrued salary

through the Termination Date (which in this event shall be the date upon which

notice of termination is given) and the Earned Benefits.  The Company shall have no obligation to pay

severance of any kind nor to make any payment in lieu of notice if Executive is

terminated for Cause.




 




(b)                                 Voluntary

Termination.  Executive may

voluntarily terminate his employment with the Company at any time upon 30 days’

prior written notice.  Within ten days

after the Termination Date, Executive shall receive payment for all accrued

salary through the Termination Date and the Earned Benefits, after which no

further compensation of any kind or severance payment will be payable under

this Agreement.




 




(c)                                  Termination

Upon Disability.  The Company may

terminate Executive’s employment in the event Executive suffers a disability

that renders Executive unable to perform the essential functions of his

position, even with reasonable accommodation in compliance with the Americans

with Disabilities Act, for three consecutive months within any six month

period.  Within ten days after the

Termination Date, which in this event shall be the date upon which notice of

termination is given, Executive shall receive payment for all accrued salary

through the Termination Date and the Earned Benefits, after which no further

compensation will be payable under this Agreement.  The foregoing shall not affect any rights that Executive may have

under applicable workers’ compensation laws or any disability plan of the

Company.




 




(d)                                 Termination

Without Cause.  The Company may

terminate Executive’s employment without Cause at any time upon 30 days’ prior

written notice.  Executive will be

deemed to have been terminated without Cause if the Company elects not to renew

this Agreement pursuant to Section 1(e). 

Within ten days after the Termination Date, Executive shall receive

payment for all accrued salary through the Termination Date and the Earned

Benefits.  In addition




 




(i)                                     Through

the first anniversary of the Termination Date the Company will offer continued

medical-related insurance coverage to Executive at the levels and at the rates

applicable from time to time to comparable active employees of the Company.  Medical-related insurance coverage includes

health, dental, vision and/or cancer. 

COBRA continuation coverage eligibility shall commence as of the day

following the first anniversary of the Termination Date.  Notwithstanding the above, coverage under

the Company’s group medical plan shall cease on the date (A) Executive

fails to pay the required premium on time, (B) Executive becomes eligible

for coverage under Medicare or the group health plan of any other employer, or

(C) the Company terminates its group medical plan as to all its employees.




 




(ii)                                  The

Company shall pay Executive as severance the following:




 




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(A)                              If

the Termination Date occurs other than within 18 months after a Change in

Control, an amount equal to (x) 100% of Executive’s annual base salary as

in effect immediately prior to the Termination Date plus (y) the Prorated

Bonus.  The severance called for by

clause (x) shall be paid in equal installments on each of the Company’s regular

payroll dates during the 12-month period commencing on the first such payroll

date following the Termination Date and the Prorated Bonus will be paid if and

when the Company generally pays bonuses under the IC Plan to its other

employees with respect to the Termination Year.




 




(B)                                If

the Termination Date occurs within 18 months after a Change in Control, an

amount equal to (x) 100% of Executive’s annual base salary as in effect

immediately prior to the Termination Date plus (y) 100% of Executive’s

target bonus under the IC Plan for the Termination Year, plus (z) the Pro

Forma Bonus.  The severance shall be

paid in a single lump sum within ten days after the Termination Date.




 




(iii)                               The

Company will pay up to $25,000 of the cost of an executive level individualized

career transition program through a professional outplacement firm selected by

the Company if such program is initiated within 30 days after the Termination

Date.




 




If Executive dies after the Termination Date, the

payment or payments due thereafter under Section 5(d)(ii)(A) or (B) shall

be made to Executive’s estate but the benefits provided in

Sections 5(d)(i) and (iii) shall terminate as of the date of death.  As a condition to receiving the payments and

benefits provided by this Section 5(d) (other than payment for all accrued

salary through the Termination Date and the Earned Benefits, which shall be

payable in any case), Executive shall execute and deliver to the Company on the

Termination Date a general release in the form attached hereto as

Exhibit A.




 




(e)                                  Fundamental

Changes.  If the Company

(i) materially diminishes Executive’s duties, authority, responsibility or

compensation without performance justification, (ii) breaches this

Agreement in any material respect, or (iii) requires Executive, within 18 months after a Change in Control

that occurs prior to January 1, 2004,

to move his primary residence or place of employment out of the metropolitan

area in which it is then located, Executive may terminate his

employment, provided

that Executive has given the Company 30 days’ written notice prior to such

termination and the Company has not cured such diminution or breach or

rescinded such relocation requirement, as the case may be, by the end of such

30-day period.  A termination in such

circumstances shall be treated as a Company termination without Cause and

Executive shall be entitled to the payments and benefits provided in

Section 5(d).




 




(f)                                    No

Other Payments or Benefits.  Except

as otherwise expressly provided in this Agreement, (i) after the

Termination Date Executive will not be entitled to any payments from the

Company and (ii) on the Termination Date Executive’s participation in and

coverage under the Company’s benefit programs (including the ATC Retirement

Savings Plan (i.e., the 401(k) plan) and the Company’s group life and

disability insurance plans) shall cease; provided

that Executive shall retain any right to convert to individual coverage as

permitted under these insurance plans and to any vested benefits under the

401(k) plan and the Company’s stock option plans.




 




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(g)                                 Withholding.  Any amounts payable under this Section 5

shall be subject to standard withholdings for taxes and social security and the

like.




 




(h)                                 Definitions.




 




(i)                                     “Cause”

means the occurrence or existence of any of the following with respect to

Executive, as determined by the Company in its sole discretion:




 




(A)                              a

material breach by Executive of (x) his duty not to engage in any

transaction that represents, directly or indirectly, self-dealing with the

Company or any of its affiliates that has not been approved by the Company, or

(y) the terms of his employment, if in any such case such material breach

remains uncured after the lapse of 30 days following the date that the Company

has given Executive written notice thereof;




 




(B)                                the

material breach by Executive of any duty referred to in clause (A) above as to

which at least one written notice has been given pursuant to clause (A);




 




(C)                                any

act of dishonesty, misappropriation, embezzlement, intentional fraud or similar

conduct involving the Company or any of its affiliates;




 




(D)                               the

conviction or the plea of nolo contendere or the equivalent in respect of a

felony involving moral turpitude;




 




(E)                                 any

intentional damage of a material nature to any property of the Company or any

of its affiliates;




 




(F)                                 the

repeated non-prescription use of any controlled substance or the repeated use

of alcohol or any other non-controlled substance that, in the reasonable

determination of the Company renders Executive unfit to serve in his capacity

as an employee of the Company or its affiliates; or




 




(G)                                failure

to perform his duties in a reasonably satisfactory manner where such failure

has continued for 30 days following written notice thereof; provided, however, that this Section

5(h)(i)(G) shall cease to be of effect upon a Change in Control.




 




(ii)                                  “Change in Control” means the first to

occur of the following:




 




(A)                              any sale or

transfer or other conveyance, whether direct or indirect, of all or

substantially all of the assets of the Company, on a consolidated basis, in one

transaction or a series of related transactions, unless, immediately after

giving effect to such transaction, at least 85% of the total voting power

normally entitled to vote in the election of directors, managers or trustees,

as applicable, of the transferee is “beneficially owned” by persons who,

immediately prior to the transaction, beneficially owned 100% of the total

voting power normally entitled to vote in the election of directors of the

Company;




 




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(B)                                any Person

or Group other than an Excluded Person is or becomes the “beneficial owner,”

directly or indirectly, of more than 35% of the total voting power in the

aggregate of all classes of capital stock of the Company then outstanding

normally entitled to vote in elections of directors, unless the percentage so

owned by an Excluded Person is greater;




 




(C)                                during any

period of 12 consecutive months, individuals who at the beginning of such

12-month period constituted the Company’s Board of Directors (together with any

new directors whose election by such Board or whose nomination for election by

the shareholders of the Company was approved by a vote of a majority of the

directors then still in office who were either directors at the beginning of

such period or whose election or nomination for election was previously so

approved) cease for any reason to constitute a majority of the Company’s Board

of Directors then in office; or




 




(D)                               a

reorganization, merger or consolidation of the Company the consummation of

which results in the outstanding securities of any class of the Company’s

capital stock being exchanged for or converted into cash, property and/or a

different kind of securities, unless, immediately after giving effect to such

transaction, at least 85% of the total voting power normally entitled to vote

in the election of directors, managers or trustees, as applicable, of the

entity surviving or resulting from such reorganization, merger or consolidation

is “beneficially owned” by persons who, immediately prior to the transaction,

beneficially owned 100% of the total voting power normally entitled to vote in

the election of directors of the Company.




 




(iii)                               “Earned Benefits” means any (x) bonus

that is payable to Executive under the IC Plan with respect to the calendar

year preceding the Termination Year but that has not been paid prior to the

Termination Date, (y) vacation time that has accrued as of the Termination

Date, and (z) other entitlements to cash payments that have accrued as of

the Termination Date.




 




(iv)                              “Excluded Person” has the

meaning set forth in that certain Indenture dated as of August 2, 1994 by and

among the Company, the Guarantors named therein and American Bank National

Association.




 




(v)                                 “IC Plan” means the Company’s annual

incentive compensation plan or similar plan instituted in place of the

incentive compensation plan.




 




(vi)                              “Person”

and

“Group”

have the meanings used for purposes of Sections 13(d) and 14(d) of the

Securities Exchange Act of 1934, as amended, whether or not such sections apply

to the transaction in question.




 




(vii)                           “Pro Forma Bonus” means (A) the

greater of (x) Executive’s bonus under the IC Plan for the Termination

Year based on the Company’s projected performance for the Termination Year,

such projection to be determined by annualizing the performance for those

months of the Termination Year that are completed prior to the Termination

Date, or (y) Executive’s target bonus under the IC Plan for the Termination

Year 




 




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multiplied by (B) a fraction (x) the numerator of which is

the number of days that have elapsed in the Termination Year through the

Termination Date and (y) the denominator of which is 365.




 




(viii)                        “Prorated Bonus” means the bonus, if any,

that would have been payable to Executive under the IC Plan with respect to the

Termination Year multiplied by a fraction (A) the numerator of which is

the number of days that have elapsed in the Termination Year through the

Termination Date and (B) the denominator of which is 365.




 




(ix)                                “Termination Year” means the calendar year

in which the Termination Date occurs.




 




6.                                      Proprietary

Information Obligations.  Prior

to and/or during the term of employment under this Agreement, Executive has had

and/or will have access to and has become and/or will become acquainted with

the confidential and proprietary information of the Business and the Company

and its affiliates, including but not limited to confidential and proprietary

information or plans regarding customer relationships; personnel; sales,

marketing, and financial operations and methods; trade secrets; formulas;

devices; secret inventions; processes and other compilations of information,

records, and specifications (collectively “Proprietary Information”).  Executive shall not disclose any of the

Proprietary Information directly or indirectly, or use it in any way, either

during the term of this Agreement, or at any time thereafter, except as

required in the course of his employment hereunder or as authorized in writing

by the Company.  All files, records,

documents, computer-recorded information, drawings, specifications, equipment

and similar items relating to the Business or the Company or its affiliates,

whether prepared by Executive or otherwise coming into his possession prior to

or during the term of this Agreement, shall remain the exclusive property of

the Company or such affiliate and shall not be removed from the premises of the

Company or its affiliate under any circumstances whatsoever without the prior

written consent of the Company, except when (and only for the period) necessary

to carry out Executive’s duties hereunder, and if removed shall be immediately

returned upon any termination of his employment and no copies thereof shall be

kept by Executive.




 




7.                                      Noninterference.  While employed by the Company and for a

period of three years thereafter, Executive shall not, without the prior

written consent of the Company, interfere with the Company or any of its

affiliates by directly or indirectly soliciting, attempting to solicit,

inducing, or otherwise causing or assisting any person who is then employed by

the Company or any of its affiliates to terminate such employment in order to

become an employee, consultant or independent contractor to or for any employer

other than the Company or such affiliate.




 




8.                                      Noncompetition.  Executive agrees that during the term of

this Agreement and for a period of 18 months after the termination hereof, he

will not, without the prior consent of the Company, directly or indirectly,

have an interest in, be employed by, be connected with, or have an interest in

(as an employee (whether full-time, part-time or temporary), consultant,

officer, director, partner, stockholder, joint venturer, promoter or lender),

any person or entity owning, managing, controlling, operating or otherwise

participating or assisting in any business that is similar to or in competition

with the Business (or any portion thereof) in the United States of America; provided,

however, that the foregoing shall not prevent Executive from being a

stockholder of less than 1% of the issued and outstanding securities of any

class of a corporation listed on a national securities exchange or designated

as national market system securities on an 




 




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interdealer quotation system by the National

Association of Securities Dealers, Inc. 

Without limiting the generality of the foregoing, a business will be

deemed to be in competition with the Business at a given point in time if any

of the customers of such business were customers of the Business at any time

during the 18 months preceding the time in question.




 




9.                                      Remedies.  Executive acknowledges that a breach or

threatened breach by Executive of any the provisions of Sections 6, 7 or 8

will result in the Business and the Company and its affiliates suffering

irreparable harm that cannot be calculated or fully or adequately compensated

by recovery of damages alone. 

Accordingly, Executive agrees that the Company shall be entitled to

interim, interlocutory and permanent injunctive relief, specific performance

and other equitable remedies, in addition to any other relief to which the

Company may become entitled should there be such a breach or threatened breach.




 




10.                               Miscellaneous.




 




(a)                                  Notices.  Any notices provided hereunder must be in

writing and shall be deemed effective upon the earlier of (i) personal

delivery (including personal delivery by telecopy, if a copy is sent by mail or

overnight delivery), (ii) the business day following being sent through an

overnight delivery service, or (iii) the third business day after mailing

by first class mail to the recipient at the address indicated below:




 




To the Company:




 




Aftermarket Technology Corp.


One Oak Hill Center, Suite 400


Westmont, IL 60559


Attention:     Chief Executive Officer


Facsimile:     (630) 455-0630




 




	

  To Executive:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  












 




 




or to such other address or to the attention of such

other person as the recipient party will have specified by prior written notice

to the sending party.




 




(b)                                 Severability. 

The provisions of this Agreement are severable and, if any court of

competent jurisdiction determines that any provision contained in this

Agreement shall, for any reason, be invalid, illegal or unenforceable in any

respect, such invalidity, illegality or unenforceability shall not affect any

other provision of this Agreement, and this Agreement shall be reformed and

construed so that such invalid or illegal or unenforceable provision would be

valid, legal and enforceable to the maximum extent possible.




 




(c)                                  Entire

Agreement.  This Agreement

constitutes the full and complete understanding and agreement of the parties

with respect to the subject matter hereof and 




 




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supersedes all prior oral and written and

contemporaneous oral understandings and agreements with respect to the subject

matter hereof.




 




(d)                                 Counterparts.  This Agreement may be executed on separate

counterparts, any one of which need not contain signatures of more than one

party, but all of which taken together will constitute one and the same

agreement.




 




(e)                                  Successors

and Assigns.  This Agreement is

intended to bind and inure to the benefit of and be enforceable by Executive

and the Company, and their respective successors and assigns, except that

Executive may not delegate any of his duties hereunder and he may not assign

any of his rights hereunder without the prior written consent of the Company.




 




(f)                                    Attorney’s

Fees.  If any legal proceeding is

necessary to enforce or interpret the terms of this Agreement, or to recover

damages for breach therefore, the prevailing party shall be entitled to

reasonable attorney’s fees, as well as costs and disbursements, in addition to any

other relief to which he or it may be entitled.




 




(g)                                 Amendments;

No Waivers.  Any provision of this

Agreement may be amended or waived if such amendment or waiver is in writing

and signed, in the case of an amendment, by all parties hereto, and in the case

of a waiver, by the party against whom the waiver is to be effective.  No waiver by a party of any breach of this

Agreement shall be deemed to extend to any prior or subsequent breach or affect

in any way any rights arising by virtue of any prior or subsequent breach.  No failure or delay by a party in exercising

any right, power or privilege hereunder shall operate as a waiver thereof nor

shall any single or partial exercise thereof preclude any other or further

exercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein provided

shall be cumulative and not exclusive of any rights or remedies provided by

law.




 




(h)                                 Governing Law and Venue.  This

Agreement shall be governed by and construed and enforced in accordance with

the internal laws (without reference to choice or conflict of laws) of the State of Illinois.  The parties to this Agreement hereby

irrevocably consent to the exclusive venue and jurisdiction of the state and

federal courts sitting in the State of Illinois for any matter or controversy

concerning either the existence or enforcement of this Agreement and hereby

waive any contention that Illinois is an improper or inconvenient forum.




 




(i)                                     Construction.  The captions herein are included for convenience

of reference only and shall be ignored in the construction or interpretation

hereof.  Neither party hereto, nor its

respective counsel, shall be deemed the drafter of this Agreement, and all

provisions of this Agreement shall be construed in accordance with their fair

meaning, and not strictly for or against either party hereto.




 




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IN WITNESS WHEREOF, the parties have executed this

Agreement effective as of the date first above written.




 




	

   


  	

   


  
	

   


  	

  [Executive]


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  AFTERMARKET TECHNOLOGY CORP.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Michael T. DuBose


  President and Chief Executive Officer


  





 




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