exv10w15






Exhibit 10.15




UNITED COMPONENTS, INC.




SEVERANCE AGREEMENT




     This Severance Agreement (the “Agreement”) is made and entered into effective as of December
23, 2008 (the “Effective Date”), by and between Daniel Johnston (the “Executive”), United
Components, Inc. (the “Company”), and, solely with respect to Section 3(d), UCI Holdco, Inc.
(“Holdco”). Certain capitalized terms used in this Agreement are defined in Section 1 below.



AGREEMENT




     In consideration of the mutual covenants herein contained and the continued employment of
Executive by the Company (or one of its Affiliates), the parties agree as follows:



     1. Definition of Terms. The following terms referred to in this Agreement shall have
the following meanings:



          (a) Affiliate. “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. 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. “Board” shall mean the Board of Directors of the Company or its Parent.




          (c) Cause. “Cause” shall mean:




               (i) the Executive’s failure to use his reasonable best efforts to follow a legal written order
of the Board or the CEO, other than any such failure resulting from the Executive’s Disability, and
such failure is not remedied within 30 days after receipt of notice;



               (ii) Executive’s gross or willful misconduct with regard to the Company;



               (iii) Executive’s conviction of a felony or crime involving material dishonesty;



               (iv) Executive’s fraud or personal dishonesty involving the Company’s assets (but excluding
expense reimbursement disputes as to which Executive had a reasonable good faith belief that his
conduct was within the policies of the Company) or breach of fiduciary responsibility against the
Company or any of its businesses; or



               (v) the Executive’s unlawful use (including being under the influence) or possession of
illegal drugs on the Company’s premises or while performing the Executive’s duties and
responsibilities under this Agreement.



          (d) Change in Control. “Change in Control” shall mean a change in ownership or
control of the Company or Parent effected through a transaction or series of transactions (other
than an offering of common stock of the Company or Parent 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, Parent or any of their
respective subsidiaries, an employee benefit
plan maintained by the Company, Parent or any of their respective 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, Parent 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 or
Parent possessing more than fifty percent (50%) of the total combined voting power of the Company’s
or Parent’s securities outstanding immediately after such acquisition.




 









 








          (e) CEO. “CEO” shall mean the Chief Executive Officer of the Company.




          (f) Disability. “Disability” shall mean the Executive’s inability to perform, with or
without reasonable accommodation, the essential functions of Executive’s duties as an employee of
the Company for a total of three months during any six-month period as a result of incapacity due
to mental or physical illness as determined by a physician selected by the Company or its insurers
and acceptable to the Executive or the Executive’s legal representative, with such agreement as to
acceptability not to be unreasonably withheld or delayed.




          (g) Exchange Act. “Exchange Act” shall mean the Securities and Exchange Act of 1934,
as amended.




          (h) Good Reason.




               (i) “Good Reason” shall mean:



                    (1) a material diminution in the nature or scope of the Executive’s responsibilities, duties
or authority;



                    (2) a material diminution in the Executive’s compensation; or



                    (3) a material breach of this Agreement by the Company.



               (ii) Notwithstanding the foregoing, a Termination of Employment shall not be treated as a
Termination of Employment for Good Reason unless the Executive shall have delivered to the Company
a notice of termination stating that the Executive intends to terminate employment for Good Reason
within ninety (90) days, and such Termination of Employment must occur within one year, of the
Executive’s having actual knowledge of the initial occurrence of one or more of such events,
provided, in each such event, the Company fails to cure within thirty (30) days of receipt of such
notice of termination.



          (i) Parent. “Parent” shall mean UCI Holdco, Inc.




          (j) Person. “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.




          (k) Principal Stockholder. “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 shares of common stock of Parent, or (b) Parent
issues shares of common stock of Parent.




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          (l) Securities Act. “Securities Act” shall mean the Securities Act of 1933, as
amended.




          (m) Termination of Employment. “Termination of Employment” shall mean the time when
the engagement of the Executive as an employee of the Company is terminated by the Company, but
excluding terminations where there is simultaneous commencement by the Executive of a relationship
with the Company or any of its Affiliates as an employee. In no event shall a “Termination of
Employment” occur
under this Agreement until the Executive incurs a “separation from service” within the meaning
of Treasury Regulation Section 1.409A-1(h).




          (n) Termination Date. “Termination Date” shall mean the effective date of the
Executive’s Termination of Employment.




     2. Term of Agreement. This Agreement shall terminate upon the date that all
obligations of the parties under this Agreement have been satisfied.



     3. Severance; UCI Shares.



          (a) Termination Without Cause. If the Executive experiences a Termination of
Employment following the date hereof as a result of the Company terminating the Executive without
Cause or the Executive terminating his employment for Good Reason, then, subject to the Executive
signing and not revoking the Release as set forth below and subject to the continued compliance of
the Executive with Sections 4 and 5 of this Agreement, the Executive shall be entitled to (i)
severance equal to twelve (12) months of Executive’s annual base salary as in effect on the
Termination Date (provided that such severance shall not be less than the Executive’s base salary
in effect as of the date of this Agreement), (ii) a prorated amount of the Executive’s annual bonus
for the year in which the termination occurs (based upon a bonus target percentage no less than the
percentage applicable to Executive as of the date of this Agreement), paid at the same UCI funding
level applicable to other senior executives of the Company, but subject to a maximum funding level
of 100%, and (iii) reimbursement for, or direct payment to the carrier for, the premium costs under
COBRA for the Executive and, where applicable, his spouse and dependents, until the earlier of (x)
twelve (12) months following the Termination Date, and (y) the date Executive is employed by
another employer, under the same or comparable Company group medical and dental plans to the group
medical and dental plans that Executive was participating in as of the Termination Date; provided
that if a same or comparable Company group plan is, at any time during such twelve month period,
not available generally to senior officers of the Company, the Executive shall receive
reimbursement for, or direct payment to the carrier for, the premium costs under COBRA under a
group plan that is available to such senior officers of the Company. For the avoidance of doubt,
the Executive shall not be entitled to severance in the event the Executive experiences a
Termination of Employment for Cause, or before September 30, 2009 due to death, Disability, or the
Executive’s resignation for any reason other than Good Reason.




          (b) Termination on or Following September 30, 2009. If the Executive experiences a
Termination of Employment for any reason (other than as a result of the Company terminating the
Executive for Cause) on or after September 30, 2009, including the Executive’s voluntary
resignation for any reason, then, provided that the Executive continues to perform his job
responsibilities in a manner reasonably comparable to his current level of performance as of the
date hereof (and continues to commute to the Company’s executive offices in Evansville, IN
consistent with his current practice) through September 30, 2009, and subject to (A) the Executive
signing and not revoking the Release as set forth below and (B) the continued compliance of the
Executive with Sections 4 and 5 of this Agreement, the Executive shall be entitled to (i) severance
equal to twelve (12) months of Executive’s annual base salary as in effect on the




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Termination Date
(provided that such severance shall not be less than the Executive’s base salary in effect as of
the date of this Agreement), (ii) a prorated amount of the Executive’s annual bonus for the year in
which the termination occurs (based upon a bonus target percentage no less than the percentage
applicable to Executive as of the date of this Agreement), paid at the same UCI funding level
applicable to other senior executives of the Company, but subject to a maximum funding level of
100%, and (iii) reimbursement for, or direct payment to the carrier for, the premium costs under
COBRA for the Executive and, where applicable, his spouse and dependents, until the earlier of (x)
twelve (12) months following the Termination Date, and (y) the date Executive is employed by
another employer, under the same or comparable Company group medical and dental plans to the group
medical and dental plans that Executive was participating in as of the Termination Date; provided
that if a same or comparable Company group plan is, at any time during such
twelve month period, not available generally to senior officers of the Company, the Executive
shall receive reimbursement for, or direct payment to the carrier for, the premium costs under
COBRA under a group plan that is available to such senior officers of the Company. For the
avoidance of doubt, if Executive is entitled to severance payments under this Section 3(b), he
shall not be entitled to any severance or other payments under Sections 3(a) or 3(c).




          (c) Termination on or Following a Change in Control. If the Executive experiences a
Termination of Employment as a result of the Company terminating the Executive without Cause or the
Executive terminating his employment for Good Reason on or following the date of a Change in
Control, then subject to the Executive signing and not revoking the Release as set forth below and
subject to the continued compliance of the Executive with Sections 4 and 5 of this Agreement, the
Executive shall be entitled to (i) severance equal to twenty-four (24) months of Executive’s annual
base salary as in effect on the Termination Date (provided that such severance shall not be less
than the Executive’s base salary in effect as of the date of this Agreement), and (ii)
reimbursement for, or direct payment to the carrier for, the premium costs under COBRA for the
Executive and, where applicable, his spouse and dependents, until the earlier of (x) twenty-four
(24) months following the Termination Date, and (y) the date Executive is employed by another
employer, under the same or comparable Company group medical and dental plans to the group medical
and dental plans that Executive was participating in as of the Termination Date; provided that if a
same or comparable Company group plan is, at any time during such twelve month period, not
available generally to senior officers of the Company, the Executive shall receive reimbursement
for, or direct payment to the carrier for, the premium costs under COBRA under a group plan that is
available to such senior officers of the Company. For the avoidance of doubt, if Executive is
entitled to receive payments under this Section 3(c), he shall not be entitled to any severance or
other payments under Sections 3(a) or 3(b).




          (d) UCI Shares. Subject to the Executive signing and not revoking the Release as set
forth below and subject to the continued compliance of the Executive with Sections 4 and 5 of this
Agreement, the Company and Holdco each agree that neither the Company nor Holdco will exercise any
right either may have (whether pursuant to the stockholders agreement of Holdco, any stock option
agreement, award agreement or stock purchase agreement to which the Executive is a party, or any
stock option or equity incentive plan of the the Company or Holdco, or otherwise) to repurchase any
of the shares of common stock of Holdco (“UCI Shares”) held by the Executive (or any permitted
transferee) as of the Termination Date or which are issued, or are to be issued, to the Executive
pursuant to the Executive’s exercise of any option to purchase UCI Shares held by the Executive as
of the Termination Date.




          (e) Release; Payment Timing; Separate Payments. Notwithstanding any provision to the
contrary in this Agreement, no payments shall be made pursuant to Sections 3(a), (b) or (c) unless
(i) on or following the Termination Date and on or prior to the 50th day following the
Termination Date the Executive executes a waiver and release of claims agreement in the form
attached hereto as Exhibit A (the “Release”),




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which Release may be amended by the
Company to reflect changes in applicable laws and regulations, and (ii) such Release shall not have
been revoked by the Executive on or prior to the 8th day following the date of the
Release. The severance payments shall be payable in the form of salary continuation and shall be
paid at the same time and in the same manner as the Executive’s annual base salary would have been
paid if Executive had remained in active employment with the Company through the end of the
applicable severance period in accordance with the Company’s normal payroll practices as in effect
on the Termination Date, except that any payments that would otherwise have been made before the
first normal payroll payment date falling on or after the sixtieth (60th) day after the date of
termination of Executive’s employment (the “First Payment Date”) shall be made on the First
Payment Date. Notwithstanding the foregoing, the prorated bonus component of the severance
payments provided in Sections 3(a) and (b) shall be paid in the calendar year following the
calendar year in which the Termination Date occurs at such time as bonuses are paid to other senior
executive officers of the Company. Each separate severance installment payment shall be a separate
payment under this Agreement for all purposes.




     4. Non-Competition; Non-Solicitation; Non-Disparagement.



          (a) The Executive shall not, at any time while employed by the Company and for twelve (12)
months after the Termination Date with respect to the Executive’s Termination of Employment for any
reason, directly or indirectly engage in, have any equity interest in, interview for a potential
employment or consulting relationship with or manage or operate any person, firm, corporation,
partnership or business (whether as director, officer, employee, agent, representative, partner,
security holder, consultant or otherwise) that engages in any business which competes with the
Company anywhere in the world; provided, however, that the Executive shall be permitted to acquire
and/or hold a passive stock interest in such a business if the stock interest acquired and/or held
is publicly traded and constitutes not more than two percent (2%) of the outstanding voting
securities of such business.




          (b) The Executive shall not, at any time while employed by the Company and for twelve (12)
months after the Termination Date with respect to the Executive’s Termination of Employment for any
reason, directly or indirectly, recruit or otherwise solicit or induce any employee, customer,
subscriber or supplier of the Company (i) to terminate its employment or arrangement with the
Company, or (ii) to otherwise change its relationship with the Company.




          (c) In the event the terms of this Section 4 shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its extending for too great a period of time or over
too great a geographical area or by reason of its being too extensive in any other respect, it will
be interpreted to extend only over the maximum period of time for which it may be enforceable, over
the maximum geographical area as to which it may be enforceable, or to the maximum extent in all
other respects as to which it may be enforceable, all as determined by such court in such action.




          (d) As used in this Section 4, (i) the term “Company” shall include the Company and its direct
or indirect parents and subsidiaries.




          (e) The Executive agrees, while employed by the Company and following the Termination Date, to
refrain from disparaging the Company and its Affiliates, including any of its services,
technologies or practices, or any of its directors, officers, agents, representatives or
stockholders, either orally or in writing.




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     5. Nondisclosure of Proprietary Information.



          (a) Except in connection with the faithful performance of the Executive’s duties as an
employee of the Company or pursuant to Section 5(c) and (e), the Executive shall, in perpetuity,
maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose
or publish, or use for his or her benefit or the benefit of any person, firm, corporation or other
entity any confidential or proprietary information or trade secrets of or relating to the Company
(including, without limitation, business plans, business strategies and methods, acquisition
targets, intellectual property in the form of patents, trademarks and copyrights and applications
therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae,
practices, processes, methods, developments, source code, modifications, technology, techniques,
data, programs, other know-how or materials, owned, developed or possessed by the Company, whether
in tangible or intangible form, information with respect to the Company’s operations, processes,
products, inventions, business practices, finances, principals, vendors, suppliers, customers,
potential customers, marketing methods, costs, prices, contractual relationships, regulatory
status, prospects and compensation paid to employees or other terms of employment), or deliver to
any person, firm, corporation or other entity any document, record, notebook, computer program or
similar repository of or containing any such confidential or proprietary information or trade
secrets. The parties hereby stipulate and agree that as between them the foregoing matters are
important, material and confidential proprietary information and trade secrets and affect the
successful conduct of the businesses of the Company (and any successor or assignee of the Company).




          (b) Upon a Termination of Employment for any reason, the Executive will promptly deliver to
the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs,
plans, proposals, financial documents, or any other documents concerning the Company’s customers,
business plans, marketing strategies, products or processes.




          (c) The Executive may respond to a lawful and valid subpoena or other legal process but shall
give the Company the earliest possible notice thereof, shall, as much in advance of the return date
as possible, make available to the Company and its counsel the documents and other information
sought and shall assist such counsel at Company’s expense in resisting or otherwise responding to
such process.




          (d) As used in this Section 5 and Section 6, the term “Company” shall include the Company and
its direct or indirect parents and subsidiaries.




          (e) Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and
documents when required by law, subpoena or court order (subject to the requirements of Section
5(c) above), (ii) disclosing information and documents to his attorney or tax adviser for the
purpose of securing legal or tax advice, (iii) disclosing the Executive’s post-employment
restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at
any time, his personal correspondence, his personal rolodex and documents related to his own
personal benefits, entitlements and obligations.




     6. Inventions. All rights to discoveries, inventions, improvements and innovations
(including all data and records pertaining thereto) related to the business of the Company, whether
or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the
Executive may discover, invent or originate during the time the Executive is employed by the
Company, either alone or with others and whether or not during working hours or by the use of the
facilities of the Company (“Inventions”), shall be the exclusive property of the Company.
The Executive shall promptly disclose all Inventions to the Company, shall execute at the request
of the Company any assignments or other documents the Company may deem reasonably necessary to
protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at
the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The
Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any
assignments or other documents reasonably deemed necessary by the Company to protect or perfect its
rights to any Inventions.



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     7. Injunctive Relief. It is recognized and acknowledged by the Executive that a
breach of the covenants contained in Sections 4, 5 and 6 will cause irreparable damage to Company
and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that
the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that
in the event of a breach of any of the covenants contained in Sections 4, 5 and 6, in addition to
any other remedy which may be available at law or in equity, the Company will be entitled to
specific performance and injunctive relief without having to prove damages.



     8. Assignment and Successors.



          (a) Company’s Successors. The Company may assign its rights and obligations under
this Agreement to any entity, including any successor to all or substantially all the assets of the
Company, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder
as security for indebtedness of the Company and its Affiliates. This Agreement shall be binding
upon and inure to the benefit of the Company and its respective successors, assigns, personnel and
legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as
applicable.




          (b) Executive’s Successors. Without the written consent of the Company, Executive
shall not assign or transfer this Agreement or any right or obligation under this Agreement to any
other person or
entity. Notwithstanding the foregoing, the terms of this Agreement and all rights of Executive
hereunder shall be binding upon and inure to the benefit of, and be enforceable by, Executive’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.




     9. Notices.



          (a) General. Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when personally delivered or when
mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the
case of the Executive, mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company, mailed notices shall
be addressed to the Company’s Chief Executive Officer at its headquarters.




          (b) Notice of Termination. Any termination by the Company for Cause shall be
communicated by a notice of termination to the Executive given in accordance with this Section 9.
Such notice shall indicate the specific termination provision in this Agreement relied upon, shall
set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination Date (which shall
be not more than 30 days after the giving of such notice).




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     10. Reimbursements and In-kind Benefits. Notwithstanding anything to the contrary in
this Agreement, in-kind benefits and reimbursements provided under this Agreement during any tax
year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any
other tax year of the Executive, except for the reimbursement of medical expenses referred to in
Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit.
Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely
submitted by the Executive and, if timely submitted, reimbursement payments shall be made to the
Executive as soon as administratively practicable following such submission, but in no event later
than the last day of the Executive’s taxable year following the taxable year in which the expense
was incurred. In no event shall the Executive be entitled to any reimbursement payments after the
last day of Executive’s taxable year following the taxable year in which the expense was incurred.
This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable
compensation income to the Executive.



     11. Miscellaneous Provisions.



          (a) Survival. Provisions of this Agreement which by their terms must survive the
termination of this Agreement in order to effectuate the intent of the parties (including, without
limitation Sections 3 to 6) will survive any such termination for such periods as may be
appropriate under the circumstances.




          (b) No Duty to Mitigate; Effect on Other Arrangements. The Executive shall not be
required to mitigate the amount of any payment contemplated by this Agreement; however, the
severance payments received by the Executive pursuant to this Agreement shall supersede and replace
any cash severance payments and Company-paid healthcare continuation that the Executive may be
entitled to receive under the terms of any other employment or severance agreements or arrangements
with the Company. Except as otherwise provided in this Agreement, this Agreement shall not affect
the rights of the Executive under or the entitlement of the Executive to participate in any
employee benefit plans or programs of the Company that are applicable to the Executive, in
accordance with the terms and conditions or such plans or programs.




          (c) Entire Agreement. The terms of this Agreement are intended by the parties to be
the final expression of their agreement with respect to any severance payments payable to the
Executive in connection with his Termination of Employment and shall supersede all prior
understandings and agreements, whether written or oral, including the severance provided under the
letter agreement dated May 21, 2007. The parties further intend that this Agreement shall
constitute the complete and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the
terms of this Agreement.




          (d) Waiver. No provision of this Agreement may be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed by the Executive
and by an authorized officer of the Company (other than the Executive). No waiver by either party
of any breach of, or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the same condition or
provision at another time.




          (e) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules,
of the State of Indiana.




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          (f) Arbitration. Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in
Evansville, Indiana in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitration award in any court having jurisdiction,
provided, however, that the Company shall be entitled to seek a restraining order or injunction in
any court of competent jurisdiction to prevent any continuation of any violation of the provisions
of Sections 4, 5 and 6 of the Agreement and the Executive hereby consents that such restraining
order or injunction may be granted without requiring the Company to post a bond. Only individuals
who are (i) lawyers engaged fulltime in the practice of law; and (ii) on the AAA register of
arbitrators shall be selected as an arbitrator. Within 20 days of the conclusion of the
arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law.
It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final
and non-appealable, provided however, that the parties hereto agree that the arbitrator shall not
be empowered to award punitive damages against any party to such arbitration. The arbitrator shall
require the non-prevailing party to pay the arbitrator’s full fees and expenses or, if in the
arbitrator’s opinion there is no prevailing party, the arbitrator’s fees and expenses will be borne
equally by the parties thereto. In the event action is brought to enforce the provisions of this
Agreement pursuant to this Section 10(f), the non-prevailing parties shall be required to pay the
reasonable attorney’s fees and expenses of the prevailing parties to the extent determined to be
appropriate by the arbitrator, acting in its sole discretion.




          (g) Severability. The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.




          (h) Employment Taxes. All payments made pursuant to this Agreement shall be subject
to withholding of applicable income and employment taxes.




          (i) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together will constitute one and the same instrument.




[remainder of page intentionally left blank]




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     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above written.



	 	 	 	 	 	 	 
	COMPANY:	 	United Components, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Keith Zar
 

	 	 
	 

	 	Title:
	 	     Vice President	 	 






	 	 	 	 	 	 	 
	EXECUTIVE:

	 	 	 	/s/ Daniel J. Johnston	 	 
	 	 	 	 	 
	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Daniel J. Johnston	 	 
	 	 	 	 	 
	 	 	Printed Name	 	 
	 
	 	 	 	 	 	 





     Solely with respect to Section 3(d)



	 	 	 	 	 	 	 
	HOLDCO:	 	UCI Holdco, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Keith Zar
 

	 	 
	 

	 	Title:
	 	     Vice President	 	 






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EXHIBIT A




General Release and Waiver




     For and in consideration of the payments and other benefits due to Daniel Johnston (the
“Executive”) pursuant to the Severance Agreement,
dated as of December 23, 2008
(the “Severance Agreement”), by and between United Components, Inc. (the “Company”)
and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for
the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs,
beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors
and assigns, to forever release, discharge and covenant not to sue the Company, or any of its
divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and,
with respect to such entities, their officers, directors, trustees, employees, agents,
shareholders, administrators, general or limited partners, representatives, attorneys, insurers and
fiduciaries, past, present and future (the “Released Parties”) from any and all claims of
any kind arising out of, or related to, his employment with the Company, its affiliates and
subsidiaries (collectively, with the Company, the “Affiliated Entities”), the Executive’s
separation from employment with the Affiliated Entities, which the Executive now has or may have
against the Released Parties, whether known or unknown to the Executive, by reason of facts which
have occurred on or prior to the date that the Executive has signed this Release. Such released
claims include, without limitation, any and all claims relating to the foregoing under federal,
state or local laws pertaining to employment, including, without limitation, the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e
et. seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq., the Americans
with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil
Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973 , as
amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C.
Section 2601 et. seq., and any and all state or local laws regarding employment discrimination
and/or federal, state or local laws of any type or description regarding employment, including but
not limited to any claims arising from or derivative of the Executive’s employment with the
Affiliated Entities, as well as any and all such claims under state contract or tort law.



     The Executive has read this Release carefully, acknowledges that the Executive has been given
at least twenty-one (21) days to consider all of its terms and has been advised to consult with an
attorney and any other advisors of the Executive’s choice prior to executing this Release, and the
Executive fully understands that by signing below the Executive is voluntarily giving up any right
which the Executive may have to sue or bring any other claims against the Released Parties,
including any rights and claims under the Age Discrimination in Employment Act. The Executive also
understands that the Executive has a period of seven (7) days after signing this Release within
which to revoke his agreement, and that neither the Company nor any other person is obligated to
make any payments or provide any other benefits to the Executive pursuant to the Severance
Agreement until eight (8) days have passed since the Executive’s signing of this Release without
the Executive’s signature having been revoked other than any accrued obligations or other benefits
payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans.
Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this
Release, and the Executive agrees to all of its terms voluntarily.



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     Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the
Company’s obligations under Sections 3(a) or (b) of the Severance Agreement or under any
compensation or employee benefit plan, program or arrangement (including, without limitation,
obligations to the Executive under any stock option, stock award or agreements or obligations under
any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the
Executive’s compensation or benefits are intended to continue or the Executive is to be provided
with compensation or benefits, in accordance with the express written terms of such plan, program
or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification,
contribution or liability insurance coverage the Executive may have under the by-laws of the
Company or applicable law.



     This Release is subject to Sections 11(e) and (f) of the Severance Agreement. This
Release is final and binding and may not be changed or modified except in a writing signed by both
parties.



	 	 	 	 	 	 	 	 	 
	Date	 	 	 	DANIEL JOHNSTON	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 
	Date	 	 	 	UNITED COMPONENTS, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	   






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