exv10w13






Exhibit 10.13




UCI HOLDCO, INC.




RESTRICTED STOCK AGREEMENT




GRANT NOTICE




     Unless otherwise defined herein, the terms defined in the Amended and Restated Equity
Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have
the same defined meanings in this Restricted Stock Agreement, which includes the terms in this
Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the
“Agreement”).



     On April 21, 2007, you were granted an option to purchase 10,000 shares of Common Stock,
pursuant to a Non-Qualified Stock Option Agreement (the “Option Agreement”), at an exercise
price of $105.00 per share, subject to the terms of the Option Agreement (the “Option”).



     As described in this Agreement you are being offered the opportunity to exchange the Option
for a grant of Restricted Stock, as described herein, subject to the terms and conditions of the
Plan and this Agreement.



     The number of shares of Restricted Stock and the vesting provisions applicable thereto that
you are being offered in exchange for the Option are as follows:



	 	 	 
	Participant:

	 	Bruce Zorich
	 
	 	 
	Grant Date:

	 	December 23, 2008
	 
	 	 
	Total Number of Shares of Restricted
Stock:

	 	 19,300
	 
	 	 
	Type of Restricted Stock

	 	Common Stock
	 
	 	 
	Vesting Schedule:

	 	The shares of Restricted Stock
will vest only upon a Change of
Control (as defined in Appendix A)
of the Company






     Your signature below indicates your agreement and understanding that (i) the Restricted Stock
is being offered to you in exchange for the Option and that by accepting this grant of Restricted
Stock, you hereby surrender the Option and forgo all rights you have with respect thereto and (ii)
the Restricted Stock is subject to all of the terms and conditions contained in this Agreement,
including the Grant Notice and Appendix A, the Stockholders Agreement and the Plan. ACCORDINGLY,
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE
RESTRICTED STOCK.



	 	 	 	 	 	 	 
	UCI HOLDCO, INC. Holder:	 	PARTICIPANT:
	 
	 	 	 	 	 	 
	By:

	 	/s/ MG Malady
	 	By:
	 	/s/ Bruce M. Zorich
	 

	 	 
	 	 	 	 
	Print Name:

	 	MG Malady
	 	Print Name:
	 	Bruce M. Zorich
	 

	 	 
	 	 	 	 
	Title:

	 	VP HR	 	 	 	 
	 

	 	 	 	 	 	 






 









 








APPENDIX A




TO THE RESTRICTED STOCK AGREEMENT




     Pursuant to this Agreement, the Company has awarded to the Participant the number of shares of
Restricted Stock under the Plan, as set forth in the Grant Notice, in exchange and as complete
payment for the Option.



ARTICLE I. GENERAL





	 	1.1	 	Definitions.





          (a) “Affiliate” shall mean, with respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under common control with, such Person where “control”
shall have the meaning given such term under Rule 405 of the Securities Act. For the purpose of
the Plan and Agreement, Affiliates of Carlyle Partners III, L.P., a Delaware limited partnership,
shall include all Persons directly or indirectly controlled by TC Group, LLC, a Delaware limited
liability company.




          (b) “Board” shall mean the Board of Directors of the Company




          (c) “Change in Control” shall mean a change in ownership or control of the Company
effected through a transaction or series of transactions (other than an offering of Common Stock to
the general public through a registration statement filed with the Securities and Exchange
Commission) whereby any “person” or related “group” of “persons” (as such terms are used in
Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its subsidiaries,
an employee benefit plan maintained by the Company or any of its subsidiaries, a Principal
Stockholder, any Affiliate of a Principal Stockholder or a “person” that, prior to such
transaction, directly or indirectly controls, is controlled by, or is under common control with,
the Company or a Principal Stockholder) directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing
more than fifty percent (50%) of the total combined voting power of the Company’s securities
outstanding immediately after such acquisition.




          (d) “Committee” shall mean the Committee appointed pursuant to Section 7.1 of the
Plan.




          (e) “Company” shall mean UCI Holdco, Inc.




          (f) “Grant Date” shall mean the date specified in the Grant Notice.




          (g) “Person” shall mean an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.




          (h) “Plan” shall mean the Amended and Restated Equity Incentive Plan of UCI Holdco,
Inc.




          (i) “Principal Stockholder(s)” shall mean Carlyle Partners III, L.P., a Delaware
limited partnership, or any of its Affiliates to which (a) the Carlyle Partners III, L.P. or any
other Person transfers Common Stock, or (b) the Company issues Common Stock.




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          (j) “Stockholders Agreement” shall mean that certain agreement by and between the
Participant and the Company which contains certain restrictions and limitations applicable to the
shares of Restricted Stock (and to other shares of Common Stock, if any, held by the Participant
during the term of such agreement). The Board, in its discretion, shall determine the terms of the
Stockholders Agreement and may amend the terms thereof from time to time. If the Participant is
not party to the Stockholders Agreement as of the Grant Date, the grant of Restricted Stock shall
be subject to the condition that the Participant enter into a Stockholders Agreement with the
Company.




     1.2 Incorporation of Terms. The Restricted Stock is subject to the terms and
conditions of the Plan and the Stockholders Agreement, which are each incorporated herein by
reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the
Plan shall control. All capitalized terms used in this Agreement without definition shall have the
meanings ascribed in the Plan and the Grant Notice.



ARTICLE II. AWARD OF RESTRICTED STOCK





	 	2.1	 	Award of Restricted Stock; Surrender of Option.





          (a) Award. As of the Grant Date, the Company issues to the Participant the number of
shares of Restricted Stock set forth in the Grant Notice (the “Award”), in consideration of
the Participant’s agreement to remain in the service or employ of the Company or one of its
Subsidiaries, the surrender of the Option as described herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged. Such shares of
Restricted Stock and any Dividends (as defined below) whether vested or unvested shall sometimes be
referred to herein as “Shares.”




          (b) Surrender of Option. As of the Grant Date, in consideration of the grant of
Restricted Stock pursuant to and subject to the terms of this Agreement, the Participant surrenders
the Option.




          (c) Book Entry Form; Certificates. At the sole discretion of the Committee, the
Shares will be issued in either (i) uncertificated form, with the Shares recorded in the name of
the Participant in the books and records of the Company’s transfer agent with appropriate notations
regarding the Restrictions; or (ii) certificate form pursuant to the terms of Section 2.1(c). For
purposes of this Agreement, “Restrictions” shall mean the forfeiture provision in Section
2.5.




          (d) Legend. Shares issued pursuant to this Agreement shall bear such legend or
legends as shall be determined by the Committee.




          (e) Escrow. The Secretary of the Company or such other escrow holder as the Committee
may appoint may retain physical custody of the certificates representing the Shares until all of
the Restrictions lapse or shall have been removed.




     2.2 Vesting of Restricted Stock. Except as provided in Sections 2.3 and 2.4 below,
none of the Shares of Restricted Stock shall become vested until immediately prior to the effective
date of a Change of Control and all such Shares shall become vested at such time.



     2.3 Discretionary Vesting. The Committee in its sole discretion may accelerate the
vesting of any portion of the Restricted Stock.



     2.4 Forfeiture of Unvested Shares. Notwithstanding anything to the contrary set forth
herein, none of the Shares shall become vested if a Termination of Employment with respect to the
Participant occurs prior to the effective date of a Change of Control and all Shares shall be
immediately forfeited upon such a Termination of Employment.



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     2.5 Restrictions.



          (a) Tax Withholding; Conditions to Issuance of Certificates. Notwithstanding any
other provision of this Agreement:




               (i) The Participant is ultimately liable and responsible for all taxes owed in connection with
the Restricted Stock, regardless of any action the Company or any of its Subsidiaries takes with
respect to any tax withholding obligations that arise in connection with the Restricted Stock.
Neither the Company nor any of its Subsidiaries makes any representation or undertaking regarding
the treatment of any tax withholding in connection with the awarding or vesting of the Restricted
Stock or the subsequent sale of shares. The Company and its Subsidiaries do not commit and are
under no obligation to structure the Restricted Stock to reduce or eliminate the Participant’s tax
liability.



               (ii) Prior to any tax withholding becoming due, the Participant must make arrangements
satisfactory to the Committee to satisfy such withholding and must satisfy such tax withholdings
when due. The Company (or the employing Subsidiary) may withhold a portion of the shares of
Restricted Stock that have an aggregate Fair Market Value sufficient to pay the minimum federal,
state and local income, employment and any other applicable taxes required to withheld by the
Company or the employing Subsidiary with respect to the shares. Notwithstanding any contrary
provision of this Agreement, no vested Shares will be issued unless and until satisfactory
arrangements (as determined by the Committee) will have been made by the Participant with respect
to the payment of any income and other taxes which the Company determines must be withheld or
collected with respect to such Shares. In addition and to the maximum extent permitted by law, the
Company (or the employing Subsidiary) has the right to retain without notice from salary or other
amounts payable to the Participant, cash having a value sufficient to satisfy any tax withholding
obligations that cannot be satisfied by the withholding of otherwise deliverable Shares.



               (iii) The Company shall not be required to issue or deliver any certificate or certificates
for any Shares prior to the fulfillment of all of the following conditions: (A) the admission of
the Shares to listing on all stock exchanges on which such Shares are then listed, (B) the
completion of any registration or other qualification of the Shares under any state or federal law
or under rulings or regulations of the Securities and Exchange Commission or other governmental
regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and
advisable, (C) the obtaining of any approval or other clearance from any state or federal
governmental agency that the Committee shall, in its absolute discretion, determine to be necessary
or advisable and (D) the lapse of any such reasonable period of time following the date the
Restrictions lapse or are removed as the Committee may from time to time establish for reasons of
administrative convenience.



          (b) Rights as Stockholder. Except as otherwise provided herein, upon the Grant Date
the Participant shall have all the rights of a stockholder with respect to the Shares, subject to
the Restrictions herein, including the right to receive all dividends or other distributions paid
with respect to such Shares; provided, that, dividends and distributions (the “Dividends”)
shall be subject to transfer restrictions, with respect to Dividends paid in Shares, and a risk of
forfeiture to the same extent as the Shares with respect to which such Dividends have been
distributed and the Committee may impose additional resale or other conditions on the Shares as it
may determined in its sole discretion. Accordingly, the Participant shall only be entitled to receive such Dividends when the Shares (with
respect to which such Dividends have been distributed) vest pursuant to Article II. Such ownership
of Shares and Dividends shall be evidenced by book entries on the records of the Company and such
Dividends shall be considered Restricted Stock herein. Promptly following the vesting of Shares
and the lapse of the transfer restrictions pursuant to this Agreement, Shares and cash and/or
stock, as applicable evidencing such Dividends shall be transferred to the Participant (or his/her
permitted transferees) by the Company with such legends as shall be determined by the Company.



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ARTICLE III. OTHER PROVISIONS




     3.1 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.



     3.2 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.



     3.3 Conformity to Securities Laws. The Participant acknowledges that the Plan 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 thereunder
by the Securities and Exchange Commission. Notwithstanding anything herein to the contrary, the
Plan shall be administered, and the Awards are granted, 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.



     3.4 Amendment, 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
time or from time to time by the Committee 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 effect the Award in any material way without the prior written consent of the
Participant.



     3.5 Notices. Notices required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail, with postage and fees prepaid, addressed to the Participant to his address shown
in the Company records, and to the Company at its principal executive office.



     3.6 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,
this Agreement shall be binding upon the Participant and his heirs, executors, administrators,
successors and assigns.



     3.7 Lockup Provision. The Participant shall agree, if requested by the Company and
any underwriter engaged by the Company, not to sell or otherwise transfer or dispose of any
securities of the Company (including, without limitation pursuant to Rule 144 under the Securities
Act (or any successor or similar exemptive rule hereafter in effect)) held by them for such period
following the effective date of any registration statement of the Company filed under the
Securities Act as the Company or such underwriter shall specify reasonably and in good faith, not
to exceed 180 days in the case of the Company’s initial public offering or 90 days in the case of
any other public offering.



     3.8 Participant Representation. The Participant has no plan or intention to acquire
any securities of the Company in addition to those Shares received hereunder, provided that
acquisitions of the Company’s securities in any transactions on or after the Grant Date that are
approved by the Company shall not be a breach of this representation.



* * * * *





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