ex4_1.htm


    
      

    

    Exhibit 4.1

    

      AMENDED AND RESTATED
SHAREHOLDERS’ AGREEMENT

      


      THIS
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, entered into as of July 1, 2006,
amends and restates in its entirety the Amended and Restated Shareholders’
Agreement made as of the 1st day of
August, 2004 (“Shareholders’ Agreement”), by and among Richard Berman
(“Richard”), Steven Berman (“Steven”), Jordan Berman (“Jordan”), Marc Berman
(“Marc”), Fred Berman (“Fred”), Deanna Berman (“Deanna”) and all of the
shareholders set forth on Exhibit A attached hereto (the “Additional
Shareholders”), all of whom are shareholders of Dorman Products, Inc. (formerly
R&B, Inc.), a Pennsylvania corporation (the “Company”) (Richard, Steven,
Jordan, Marc, Fred, Deanna and the Additional Shareholders are sometimes
hereinafter collectively referred to as the “Shareholders” or individually
referred to as “Shareholder”).

      


      BACKGROUND

      


      A.           As
of the date of this Agreement, the Shareholders each own that certain amount of
shares of the Company’s common stock as set forth in the books and records of
the Company (these shares now owned, together with any other shares of the
Company’s capital stock which hereafter may be issued to or acquired by the
Shareholders, are collectively referred to in this Agreement as the
“Shares”).

      


      B.       
    The Shareholders desire for the Shareholders’ Agreement
to be terminated, and to be replaced in its entirety by this Amended and
Restated Shareholders’ Agreement.


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      C.          
 The Shareholders desire to make certain provisions relating to the rights
of the Shareholders to dispose of their Shares.

      


      NOW,
THEREFORE, incorporating the foregoing herein, in consideration of the premises
and of the mutual covenants, conditions and agreements contained herein, the
parties hereto, each intending to be legally bound hereby, agree as
follows:

      
 

      1.           
 Restrictions on
Transfer and Issuance.

      


      (a)           Except
as set forth in Section 1(b), Section 1(c), Section 1(d),  Section
1(e), and Section 1(f) herein, no Shareholder shall sell, assign, transfer,
give, bequeath or donate (other than gifts, bequests or donations by a
Shareholder which do not, in the aggregate, exceed 5% of the Shares owned by
that Shareholder on the date of this Agreement) or otherwise dispose of, or
pledge, deposit or otherwise encumber, in any way or manner whatsoever, whether
voluntary or involuntary, any of the Shares now or hereafter owned (of record or
beneficially) by him or her except in accordance with the terms and conditions
of this Agreement.

      


      (b)           Notwithstanding
anything herein to the contrary, the Shareholders may each transfer their
respective Shares, in whole or in part, and in all cases as they shall determine
in their sole discretion, to (i) their lineal descendants (including, but not
limited to, their children and their children’s children (including but not
limited to their children’s adopted children) (collectively, “Lineal
Descendants”); (ii) the spouses or partners of their Lineal Descendants; and/or
(iii) a trust for the benefit of themselves, a Lineal Descendant and/or the
spouse or partner of a Lineal Descendant.


      
        
           


        

        
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      (c)           Notwithstanding
anything herein to the contrary, Jordan and/or Deanna, individually or together,
may sell up to 300,000 Shares in the aggregate to third parties, without the
prior consent of the Shareholders, provided (1) such 300,000 Shares in the
aggregate are sold over a period of eighteen months or longer, and
(2) no more than 50,000 Shares are sold in any three month period.

      


      (d)           Notwithstanding
anything herein to the contrary, Jordan and/or Deanna, individually or together,
may transfer Shares, as they shall determine in their sole discretion, to a
Family Foundation (of which the initial trustees shall be Jordan, Deanna,
Richard, Steven, Marc and Fred).

      


      (e)           Notwithstanding
anything herein to the contrary, Jordan and/or Deanna, individually or together,
may pledge to a third party, in the aggregate, an amount not to exceed 175,000
Shares as security and collateral in connection with financings and/or
guarantees on behalf of Lineal Descendants, the spouses or partners of their
Lineal Descendants, and/or trust for the benefit of a Lineal Descendant and/or
the spouse or partner of a Lineal Descendant.

      


      (f)           Any
and all Shares transferred by a Shareholder in accordance with, and pursuant to,
Section 1(b) herein, shall not then be transferred or sold by the transferee,
(except in accordance with, and pursuant to, Section 1(b) herein), for three
years (the “Restriction Period”) from the date of such transfer (the foregoing
shall hereafter be referred to as the “Substantial Transfer
Restrictions”).  Without limiting the foregoing, and for the avoidance
of doubt, the parties to this Agreement acknowledge and agree that the Shares
owned by the Additional Shareholders, as of the date hereof, as well as certain
of the Shares owned by Richard, Steven, Fred and Marc (relating to Shares
transferred to them by Jordan and/or Deanna as of the date hereof) are subject
to the Substantial Transfer Restrictions for the Restriction
Period.  Furthermore, the Shares subject to the Substantial Transfer
Restrictions shall not be sold pursuant to Section 2 herein until after the
Restriction Period has lapsed.


      
        
           


        

        
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      2.           
 Shareholder’s
Limited Right to Dispose of Shares During His Lifetime.

      


      (a)           If
any Shareholder during his lifetime proposes to sell all or any of his Shares,
then that Shareholder (the “Selling Shareholder”) shall first provide written
notice (the “Notice”) to the other Shareholders setting forth the number of
Shares which the Selling Shareholder proposes to sell (the “Offered
Shares”).

      


      (b)           The
Notice shall be deemed to be the Selling Shareholder’s offer to sell any and all
of his Offered Shares to the other Shareholders (“Offeree Shareholders”) at the
price set forth in subparagraph 4(a) of this Agreement and upon the terms set
forth in subparagraph 4(b) of this Agreement.  For a period of 30 days
after the effective date of the Notice, the Offeree Shareholders shall have
options, exercisable by written notice to the Selling Shareholder with a copy to
each of the other Offeree Shareholders, to accept the Selling Shareholder’s
offer as to the Offered Shares.  Each Offeree Shareholder who
exercises this option agrees, by so doing, to purchase all or that portion of
the Offered Shares which he specifies in his written notice of
exercise.  If the aggregate number of Offered Shares as to which the
Offeree Shareholders exercise their options exceeds the total number of Offered
Shares, then each Offeree Shareholder who exercised his option shall be entitled
to purchase that proportionate part of the Offered Shares which the number of
Shares owned by that Offeree Shareholder bears to the total number of Shares
owned by all Offeree Shareholders exercising their options under this
subparagraph 2(b) (or any other proportionate part as those Offeree Shareholders
may agree among themselves).


      
        
           


        

        
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      (c)           Sale to Third
Parties.  If, at the end of the 30-day period described in
subparagraph 2(b) of this Agreement, options have not been exercised by the
Offeree Shareholders to purchase all of the Offered Shares, then the Selling
Shareholder will be free for a period of 90 days thereafter to sell those of the
Offered Shares which the Offeree Shareholders have not agreed to purchase to any
prospective purchasers at any price and upon any terms and
conditions.  If all of the Offered Shares are not sold within this
90-day period, then the Selling Shareholder may not sell any of his Shares
thereafter without again complying with this Paragraph 2.

      


      (d)           Death of a
Shareholder.

      


      (e)           Options of Surviving
Shareholders.  Upon the death of a Shareholder, the surviving
Shareholders shall have options, exercisable by written notice to the personal
representatives of the deceased Shareholder (or, if no personal representative
of the deceased Shareholder has been duly qualified at the time of exercise,
then to the Company, which will provide the notice to the personal
representative first appointed immediately after appointment) within 30 days
after the date of the deceased Shareholder’s death, to purchase from the
personal representatives of the deceased Shareholder, and the personal
representatives of the deceased Shareholder shall sell to each surviving
Shareholder who exercises this option, all or that portion of the deceased
Shareholder’s Shares which that surviving Shareholder specifies in his written
notice of exercise.  If the aggregate number of the deceased
Shareholder’s Shares as to which the surviving Shareholders exercise their
options exceeds the number of the deceased Shareholder’s Shares, then each
surviving Shareholder who exercised his option shall be entitled to purchase
that proportionate part of the Shares of the deceased Shareholder which the
number of Shares owned by that surviving Shareholder bears to the total number
of Shares owned by all surviving Shareholders who have exercised their options
under this subparagraph 3(a) (or any other proportionate part as those surviving
Shareholders may agree among themselves).  Purchases made under this
Paragraph 3 shall be at the price set forth in subparagraph 4(a) of this
Agreement and upon the terms set forth in subparagraph 4(c) of this
Agreement.


      
        
           


        

        
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      (f)        
   Sale
to Third Parties.  If the surviving Shareholders purchase less
than all of the remaining Shares of the deceased Shareholder pursuant to the
exercise of the options granted in subparagraph 3(a) of this Agreement, then the
personal representatives of the deceased Shareholder shall be free to see all of
the deceased Shareholder’s then remaining Shares to any or all of the surviving
Shareholders or to third parties, provided that any sales to third parties may
only be made (i) in unsolicited broker’s transactions from time to time on any
exchange or in the over-the-counter market, if the Shares to be sold in any such
transaction may be sold without registration pursuant to the Securities Act of
1933 (the “1933 Act”), or (ii) in an offering of Shares to be sold pursuant to a
registration statement under the 1933 Act, in which Shares may only be sold in
blocks of not more than 25,000 Shares.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      3.            
Purchase Price; Terms;
Settlement.

      


      (a)           The
purchase price (“Purchase Price”) per share for any Share to be sold pursuant to
the exercise of an option or options under this Agreement will be determined in
the following manner:

      


      (i)           If
the total number of votes which may be cast in the election of the Company’s
Directors by holders of the Shares to be purchased pursuant to the exercise of
options granted under this Agreement is greater than or equal to 5% of the
number of votes which may be cast in the election of Directors by those holders
of all of the issued and outstanding voting securities of the Company (including
all votes which might be cast after conversion by the holders of securities
convertible into voting securities) at the time those options first become
exercisable who are not Shareholders, or if the class of securities to be sold
is neither listed on a national securities exchange at the time of sale nor
regularly traded in the over-the-counter market, then the Purchase Price per
share shall be the value of the entire block of Shares to be so purchased
(taking into account any possible impact of the sale of a block of Shares of
that size upon the market for the Company’s securities generally), as determined
by a recognized investment banking firm (the expenses of which shall be borne
per capita by the seller and the purchasers) selected by the Company, divided by
the number of Shares to be so purchased;

      


      (ii)          If
the total number of votes which may be cast in the election of the Company’s
Directors by holders of the Shares to be purchased pursuant to the exercise of
options granted under this Agreement is less than 5% of the number of votes
which may be cast in the election of Directors by those holders of all of the
issued and outstanding voting securities of the Company (including all votes
which might be cast after conversion by the holders of securities convertible
into voting securities) at the time those options first become exercisable who
are not Shareholders, and if the class of securities to be sold is either listed
on a national securities exchange at the time of sale or regularly traded in the
over-the-counter market, then the Purchase Price per Share shall be 95% (in
order to take into account the absence of transaction costs which would
otherwise be incurred in open market transactions) of the average closing market
price per share of the class of securities to be so purchased over the 30 days
preceding the date on which the options first become exercisable, or over any
shorter time within that 30-day period during which the securities have been
listed on a national securities exchange or regularly traded in the over-the
counter market.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (b)           Settlement
for the purchase of Shares by a Shareholder pursuant to the options granted in
Paragraph 2 of this Agreement shall be made within 30 days following the
effective date of the applicable notice giving rise to the exercisability of the
options.  The Purchase Price per Share shall be payable in full at
settlement in immediately available funds; provided, however, that if the total
price to be paid by any purchaser of Shares exceeds $500,000, then payment for
any purchase of those Shares by that Purchaser may be made with not less than
$500,000 of the total Purchase Price paid in immediately available funds at
settlement, and the balance by the execution and delivery by that purchaser of
his promissory note in the form of Exhibit B (attached hereto) in the amount of
the balance.

      


      (c)           Settlement
for the purchase of Shares by Shareholder pursuant to the options granted in
Paragraph 3 of this Agreement shall be made within 60 days following the date of
the deceased Shareholder’s death.  The Purchase Price shall be payable
in full at settlement in immediately available funds.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (d)           Unless
otherwise agreed by all of the purchasers and sellers, all settlements for the
purchase and sale of Shares will be held at the principal executive offices of
the Company during regular business hours.  The precise date and hour
of settlement must be fixed by the purchaser or purchasers (within the time
limits allowed by the provisions of this Agreement) by notice in writing to the
seller given at least five days in advance of the settlement date
specified.  In the event that more than one purchaser is involved in a
settlement and the purchasers cannot agree on a precise time of settlement, the
precise time of settlement shall be 2:00 p.m. (local time at the principal
executive offices of the Company) on the 30th day
following the date of exercise of the last option exercised.

      


      (e)           At
settlement, the stock certificate or certificates representing the Shares being
sold shall be delivered by the seller to the purchaser or purchasers, duly
endorsed for transfer or with executed stock powers attached, with signatures
guaranteed by a bank or member firm of the New York Stock Exchange, and with any
necessary documentary and transfer tax stamps affixed by the
seller.

      


      4.            
Copy of Agreement to
be Kept on File.  The Company will keep on file at its
principal executive offices, and will exhibit to any Shareholder or his duly
authorized representative at any and all reasonable times, an executed copy of
this Agreement and all amendments thereto and a copy of its most recent fiscal
year end financial statements.

      


      5.            
Stock Certificates to
be Marked with Legend.  All certificates representing Shares
now outstanding or hereafter issued by the Company to the Shareholders will be
marked with the following legend:


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      “This
certificate and the shares represented hereby are held subject to the terms,
covenants and conditions of a certain Amended and Restated Shareholders’
Agreement (the “Agreement”), by and among certain of the Company’s shareholders,
as it may be amended from time to time, and may not be transferred or disposed
of except in accordance with the terms and provisions of the
Agreement.  A copy of the Agreement and all amendments thereto is on
file and may be inspected at the principal executive offices of the
Company.”

      


      The
Company will issue replacement stock certificates without the foregoing legend
to any Shareholder upon request following termination of this
Agreement.

      


      6.            
Effective Date; Term
of Agreement.

      


      (a)           This
Agreement shall become effective immediately upon the Company becoming subject
to the periodic reporting requirements of Section 13 of the Securities Exchange
Act of 1934, as amended, with respect to any class of its capital stock and,
unless terminated sooner by unanimous agreement in writing of the then
Shareholders, this Agreement will terminate on the earlier of (i): 10 business
days after the Company first becomes subject to the periodic reporting
requirements of Section 13 of the Securities Exchange Act of 1934, as amended
(the “1934 Act”), by reason of the effectiveness of a registration statement
(“Registration Statement”) referred to in Section 15(d) of the 1934 Act, if the
sale of the shares offered pursuant to the Registration Statement has not been
consummated by that 10th
business day; and (ii) the death of the second-to-last of the then Shareholders
(but Paragraph 3 of this Agreement will apply to the death of that
second-to-last Shareholder).

      


      (b)           Notwithstanding
anything to the contrary contained in this Agreement, if all of the Shareholders
die within 30 days of each other, then the provisions of this Agreement will not
pertain with respect to the deaths of those Shareholders and this Agreement will
terminate in all respects effective as of the first of those
deaths.  Any and all transfers, payments or other actions made or
taken with respect to a sale of Shares made during that 30-day period will be
deemed rescinded by the parties or their respective personal
representatives.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      7.            
Rights, Obligations
and Remedies.  The rights and obligations under, and the
remedies to enforce, this Agreement are joint and several as to the Shareholders
with each being completely free to enforce any or all of the rights or
obligations under this Agreement against any of the others with or without the
concurrence or joinder of any of the others.  The Shares are unique,
and recognizing that the remedy at law for any breach or threatened breach by a
party hereto of the covenants and agreements set forth in this Agreement would
be inadequate and that any such breach or threatened breach would cause
immediate and permanent damage which would be irreparable and the exact amount
of which would be impossible to ascertain, the parties hereto agree that in the
event of any breach or threatened breach of any covenant or agreement set forth
in this Agreement, in addition to any and all other legal and equitable remedies
which may be available, any party hereto may specifically enforce the terms of
this Agreement and may obtain temporary and/or permanent injunctive relief
without the necessity of proving actual damage by reason of any breach or
threatened breach hereof and, to the extent permissible under the applicable
statutes and rules of procedure, a temporary injunction may be granted
immediately upon the commencement of any such suit and without
notice.

      


      8.           
 Entire
Agreement.  This Agreement and the Exhibit hereto contain the entire
understanding among the parties hereto with respect to the subject matter of
this Agreement, and supersede all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
with respect to the subject matter of this Agreement, including but not limited
to, the Original Shareholders’ Agreement (which such prior agreement is
expressly terminated as of the date hereof).


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      9.            
Amendment,
Modification and Termination.  This Agreement may be amended,
modified or terminated at any time or times by the unanimous agreement in
writing of the then Shareholders.  Subject to the provisions of
subparagraph 7(b) of this Agreement, no amendment, modification or termination,
nor any termination pursuant to Paragraph 7 of this Agreement, shall affect the
right of any person or entity to receive, or the obligation of any person or
entity to pay, on the terms and conditions of this Agreement, the Purchase Price
for Shares sold pursuant to this Agreement prior to that amendment, modification
or termination, or the right or obligation of any person or entity to sell or
purchase Shares on the terms and conditions of this Agreement, if the event
giving rise to that right or obligation to sell or purchase Shares has in fact
taken place prior to that amendment, modification or termination.

      


      10.           Miscellaneous.

      


      (a)           Indulgences,
Etc.  Any failure or delay on the part of any party to exercise
any right, remedy, power or privilege under this Agreement will not operate as a
waiver thereof, nor will any single or partial exercise of any right, remedy,
power or privilege preclude any other or further exercise of the same or of any
other right, remedy, power or privilege, nor will any waiver of any right,
remedy, power or privilege with respect to any occurrence be construed as a
waiver of that right, remedy, power or privilege with respect to any other
occurrence.

      


      (b)           Controlling
Law.  This Agreement and all questions relating to its
validity, interpretation, performance and enforcement (including, without
limitation, provisions concerning limitations of actions), shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding any conflict-of-laws doctrines of that Commonwealth or any other
jurisdiction to the contrary, and without the aid of any canon, custom or rule
of law requiring construction against the draftsman.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (c)           Notices.  All
notices, requests, demands and other communications required or permitted under
this Agreement must be in writing and will be deemed to have been duly given,
made and received only when delivered (personally, by facsimile transmission or
by courier service such as Federal Express, or by other messenger) or when
deposited in the United States mails, registered or certified mail, postage
prepaid, return receipt requested, addressed to the Shareholders and the Company
at their respective addresses set forth in the Company’s records.  In
addition, notice by mail must be by airmail if posted outside of the continental
United States.  Any Shareholder may alter the address to which
communications or copies are to be sent by giving notice of any change of
address to the Company and to the other Shareholders in conformity with the
provisions of this paragraph for the giving of notice.

      


      (d)           Binding Nature of Agreement;
No Assignment.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their representative heirs, personal
representatives, successors and assigns, except that no party may assign or
transfer its rights or obligations under this Agreement, except for the right to
receive payments pursuant to a settlement under Paragraph 4 of this Agreement,
without the prior written consent of the other parties hereto.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (e)           Execution in
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original and all of which
will together constitute one and the same instrument.

      


      (f)         
  Provisions
Separable.  The provisions of this Agreement are independent of
and separable from each other, and no provision will be affected or rendered
invalid or unenforceable by virtue of the fact that for any reason any other or
others of them may be invalid or unenforceable in whole or in part.

      


      (g)           Paragraph
Headings.  The paragraph headings in this Agreement are for
convenience only; they form no part of this Agreement and will not affect its
interpretation.

      


      (h)           Gender,
Etc.  Words used herein, regardless of the number and gender
specifically used, will be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine or neuter, as the
context indicates is appropriate.

      


      (i)            Number of
Days.  In computing the number of days for purposes of this
Agreement, all days will be counted, including Saturdays, Sundays and holidays;
provided, however, that if the final day of any time period falls on a Saturday,
Sunday or holiday on which Federal banks are or may elect to be closed, then the
final day will be deemed to be the next day which is not a Saturday, Sunday or
such holiday.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (j)        
   Exhibit.  The
Exhibit attached to this Agreement is hereby incorporated by reference into, and
made a part of, this Agreement.

      


      *           *           *           *           *


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Intending
to be legally bound, the parties hereto have hereby executed and delivered this
Agreement as of the date first above written.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                         

                                      	 
      
	
                                        Richard
      Berman

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Steven
      Berman

                                      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Deanna
      Berman

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Jordan
      Berman

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Marc
      Berman

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Fred
      Berman

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Richard
      Berman, Trustee u/a/t dated

                                      	 
      
	
                                        October
      27, 2003 f/b/o Joshua Berman

                                      	 
      
	
                                        (EIN
      #25-6844141)

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Richard
      Berman, Trustee u/a/t dated

                                      	 
      
	
                                        October
      27, 2003 f/b/o Matthew Berman

                                      	 
      
	
                                        (EIN
      #25-6844140)

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Richard
      Berman, Trustee u/a/t dated

                                      	 
      
	
                                        October
      27, 2003 f/b/o Zachary Berman

                                      	 
      
	
                                        (EIN
      #25-6844139)

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Richard
      Berman, Trustee u/a/t dated

                                      	 
      
	
                                        October
      27, 2003 f/b/o Alexander Berman

                                      	 
      
	
                                        (EIN
      #25-6844138)

                                      	 
      
	 
      	 
      
	 
      	 
      
	
                                         

                                      	 
      
	
                                        Richard
      Berman, Trustee u/a/t dated

                                      	 
      
	
                                        October
      27, 2003 f/b/o Nicholas Berman

                                      	 
      
	
                                        (EIN
      #25-6844137)

                                      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 
	
                                             

                                          	 
      
	
                                            Richard
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Jenna Rose Berman

                                          	 
      
	
                                            (EIN
      #25-6844136)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Steven
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Nina Berman

                                          	 
      
	
                                            (EIN
      #25-6844135)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Steven
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Lee Berman

                                          	 
      
	
                                            (EIN
      #25-6844134)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Steven
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Holly Berman

                                          	 
      
	
                                            (EIN
      #25-6844133)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Frederick
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Scott Berman

                                          	 
      
	
                                            (EIN
      #25-6844132)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Frederick
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Michael Berman

                                          	 
      
	
                                            (EIN
      #25-6844131)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Frederick
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Blair Berman

                                          	 
      
	
                                            (EIN
      #25-6844130)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Marc
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Daniel Berman

                                          	 
      
	
                                            (EIN
      #25-6844129)

                                          	 
      
	 
      	 
      
	 
      	 
      
	
                                             

                                          	 
      
	
                                            Marc
      Berman, Trustee u/a/t dated

                                          	 
      
	
                                            October
      27, 2003 f/b/o Andrew Berman

                                          	 
      
	
                                            (EIN
      #25-6844128  

                                          	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      FOR VALUE
RECEIVED, and in order to induce the Shareholders to enter into the foregoing
Agreement, the Company hereby covenants and agrees that, upon the death of any
Shareholder, to the extent that any of that deceased Shareholder’s Shares are
not purchased by the surviving Shareholders and may not be sold without
registration pursuant to the 1933 Act, the Company will use its best efforts
to:

      


      (a)           Prepare
and file with the Securities and Exchange Commission (the “Commission”), within
60 days after the request of the personal representatives of the deceased
Shareholder, a registration statement (the “Registration Statement”) with
respect to all of the deceased Shareholder’s Shares (the “Registrable Shares”),
and cause the Registration Statement to become effective;

      


      (b)           Prepare
and file with the Commission any amendments and supplements to the Registration
Statement and the prospectus used in connection with the Registration Statement
(the “Prospectus”) as may be necessary to keep the Registration Statement
effective for a period for not less than 120 days;

      


      (c)           Furnish
to the personal representatives of the deceased Shareholder that number of
copies of the Registration Statement and the Prospectus (including each
preliminary Prospectus), each amendment and supplement thereto and any other
documents as those personal representatives may reasonably request, in order to
facilitate the disposition of the Registrable Shares;

      


      (d)           Register
or qualify the Registrable Shares under the securities or blue sky laws of any
jurisdictions which the personal representatives of the deceased Shareholder
reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable those personal representatives to
consummate the disposition in those jurisdictions of the Registrable Shares
(provided that the Company will not be required to (i) qualify generally to do
business in any jurisdiction where it would not be required so to qualify but
for this subparagraph (d), (ii) subject itself to taxation in any jurisdiction
where it would not be so subject but for this subparagraph (d), or (iii) consent
to general service of process in any jurisdiction where it would not be required
so to consent but for this subparagraph (d));


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      (e)           Notify
the personal representatives of the deceased Shareholder, at any time when a
Prospectus is required to be delivered under the 1933 Act within the period
during which the Company is required to keep the Registration Statement
effective, of the happening of any event as a result of which the Prospectus
contains an untrue statement of a material fact or omits any fact necessary to
make a statement not misleading, and if that event occurs within 120 days after
the effective date of the Registration Statement, the Company will, at the
request of the personal representatives of the deceased Shareholder, prepare a
supplement or amendment to the Prospectus so that, as thereafter delivered to
purchasers of the Registrable Shares, the Prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make a
statement not misleading;

      


      (f)         
  Cause the Registrable Shares to be listed on the securities
exchanges on which securities of the same class and series issued by the Company
are then listed; and


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      (g)           Provide
a transfer agent and registrar for all of the Registrable Shares not later than
the effective date of the Registration Statement.

      


      All of
the expenses incident to the Company’s registration of the Registrable Shares
will be borne by the estate of the deceased Shareholder.

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        Dorman
      Products, Inc.

                                      
	 
      	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                        By:

                                      	
                                         

                                      	 
	 
      	 
      	
                                        Name:

                                      	
                                        Richard
      Berman

                                      
	 
      	 
      	
                                        Title:

                                      	
                                        President

                                      
	 
      	 
      	 
      	 
      	 
	 
      	
                                        Attest:

                                      	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
	 
      	
                                        By:

                                      	
                                         

                                      	 
	 
      	 
      	
                                        Name:

                                      	
                                        Thomas
      J. Knoblauch

                                      
	 
      	 
      	
                                        Title:

                                      	
                                        Assistant
      Secretary

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      Exhibit
A

      


      ADDITIONAL SHAREHOLDERS OF
R&B, INC.

      


      
        	
                1.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Joshua Berman (EIN
      #25-6844141)

              


      

      


      
        	
                2.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Matthew Berman (EIN
      #25-6844140)

              


      

      


      
        	
                3.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Zachary Berman (EIN
      #25-6844139)

              


      

      


      
        	
                4.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Alexander Berman (EIN
      #25-6844138)

              


      

      


      
        	
                5.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Nicholas Berman (EIN
      #25-6844137)

              


      

      


      
        	
                6.

              	
                Richard
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Jenna Rose Berman (EIN
      #25-6844136)

              


      

      


      
        	
                7.

              	
                Steven
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Nina Berman (EIN
      #25-6844135)

              


      

      


      
        	
                8.

              	
                Steven
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Lee Berman (EIN
      #25-6844134)

              


      

      


      
        	
                9.

              	
                Steven
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Holly Berman (EIN
      #25-6844133)

              


      

      


      
        	
                10.

              	
                Frederick
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Scott Berman (EIN
      #25-6844132)

              


      

      


      
        	
                11.

              	
                Frederick
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Michael Berman (EIN
      #25-6844131)

              


      

      


      
        	
                12.

              	
                Frederick
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Blair Berman (EIN
      #25-6844130)

              


      

      


      
        	
                13.

              	
                Marc
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Daniel Berman (EIN
      #25-6844129)

              


      

      


      
        	
                14.

              	
                Marc
      Berman, Trustee u/a/t dated October 27, 2003 f/b/o Andrew Berman (EIN
      #25-6844128  

              


      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      Exhibit
B

      


      PROMISSORY
NOTE

      


      
        
          
            	
                    $___________

                  	 
      	
                    ___________, 20__

                  


          

        

      

      


      FOR VALUE
RECEIVED,                                                                                                                    
(“Maker”) promises to pay to                                                                                                                     (“Payee”)
the principal sum of $           
    (the “Principal Sum”), together with interest from the
date of this Note on the unpaid balance of the Principal Sum at the “prime rate”
per annum as published from time to time in The Wall Street
Journal, plus 1⁄4 % per annum, as follows:

      


      1.           Payment.  The
Principal Sum shall be payable in                           
consecutive, equal monthly installments, without set-off or deduction,
commencing on the first day of the first month after the date hereof and on the
first day of each month thereafter until the entire Principal Sum has been
paid.  Each monthly installment o the Principal Sum shall be
accompanied by accrued interest on the unpaid balance of the Principal
Sum.

      


      2.           Place of
Payment.  The principal and interest shall be payable
at                                                                                                     ,
or at such other place as Payee, from time to time, may designate in
writing.

      


      3.           Prepayment.  Maker
shall have the right to prepay, without notice and without prepayment penalty or
premium, on the first day of any month, the entire unpaid balance of the
Principal Sum or any part thereof.  Each prepayment of the Principal
Sum or any part thereof shall be accompanied by accrued interest on the amount
prepaid to the date of prepayment.  Prepayments applied to
installments of principal shall be applied in inverse order of
maturity.

      


      4.           Acceleration.  If
Maker should fail to pay any installment of the Principal Sum or interest on the
date fixed for payment, Payee, at its option and without notice to Maker, may
declare due and payable immediately the entire unpaid balance of the Principal
Sum and all accrued interest.  From and after the date of default, the
applicable rate of interest shall be 18%, but not more than the highest rate
allowable by law.

      


      5.           Costs and
Expenses.  In addition to all other sums payable under this
Note, Maker also agrees to pay to Payee, on demand, all reasonable costs and
expenses (including reasonable attorneys’ fees and legal expenses) incurred by
Payee in the enforcement of Maker’s obligations under this Note.

      


      6.           Severability.  If
any provision of this Note is held to be invalid or unenforceable by court of
competent jurisdiction, the other provisions of this Note shall remain in full
force and effect and shall be construed liberally in favor of Payee in order to
effectuate the provisions of this Note.

      


      7.           Governing
Law.  This instrument shall be governed by and construed
according to the laws of the Commonwealth of Pennsylvania.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      8.           Successors and
Assigns.  The provisions of this Note shall be binding upon and
inure to the benefit of Maker and Payee and their respective heirs, executors or
administrators and assigns.

      


      9.           Shareholders’
Agreement.  This Note is the Note referred to in subparagraph
4(b) of that certain Amended and Restated Shareholders’ Agreement by and among
Maker, Payee and certain other shareholders of Dorman Products, Inc., a
Pennsylvania corporation.

       

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                Witness:

                              	 
      	
                                Maker

                              
	 
      	 
      	 
      
	 	 	 


                      

                    

                  

                

              

            

          

        

      

      


       

      23