EX-10.26





 Exhibit 10.26 

 
 



 
  

					
		  	 Clarios
 5757 Green Bay Avenue

Milwaukee, WI 53209

			
		  		  	 Chris Eperjesy
 2 Corey Creek Rd

Toledo, Ohio
 43623

			
		  		  	July 10, 2020

 Dear Chris: 
 I am pleased to
confirm our verbal offer of employment as Chief Financial Officer with an anticipated start date on August 24, 2020, or earlier if mutually agreed. In this role you will report directly to the Chief Executive Officer and the position will be
based at our Global Headquarters in Milwaukee 
 BASE SALARY 

Your annual base salary will be $585,000 paid on a bi-weekly basis. 

ANNUAL INCENTIVE PERFORMANCE PROGRAM 
 You will
participate in the Clarios Annual incentive Performance Plan (AIPP) at a target of 80% of your annual base salary. Your participation will start in performance year 2021, payable in fiscal 2021. Actual incentive payments to you under the AIPP can
range from 0% of annual base salary to as much as 200% of annual base salary. Payments are made in December of each year for the previous fiscal year. For performance year 2020, your AIPP payment is guaranteed at US $240,000, payable in December
2020. 
 LONG-TERM INCENTIVE PLAN 
 In this
position, you will participate in the Clarios Long-Term incentive Program. You will receive 6% of the total profit pool on Brookfield’s sale proceeds, net of all sales costs, less Brookfield’s initial invested capital of approximately
US$2,932 Million. Awards will vest 20% per year, provided you are employed on each annual vesting date. Determination of actual award levels relative to the target award will be based on achievement of performance goals outlined in the plan
document. The plan details will be released by January 1, 2020. 
 SIGN-ON BONUS 

You will be provided with a one-time sign-on bonus of US$80,000, net of all
income and employment taxes, paid on the first pay, following your start date. 
 ONE TIME COMPENSATION 

You will be provided with a one-time bonus of US$820,000 net of all income and employment taxes, paid at the successful
completion of six (6) months of service. Should your employment be terminated without Cause (as defined bellow), the company will pay the full amount within thirty (30) days following termination. 

DEFERRED COMPENSATION 
 In your position, you are
eligible to participate in the Clarios Senior Executive Deferred Compensation Plan, a key executive benefit. The Plan allows you to defer a portion of your base salary and annual bonus. You will receive further information and have an opportunity to
learn more about this benefit during the enrollment period in the first quarter of the fiscal year. This plan is under review and will be finalized in 2020. 












 FLEXIBLE PERQUISITES 

You will also be able to participate in the Flexible Perquisites Plan which provides you with up to 5% of your annual base salary each year to cover financial
planning expenses. Taxes on perquisite funds are the responsibility of the participant. 
 U.S. MANAGEMENT CAR ALLOWANCE PROGRAM 

In this position you are eligible to participate in the Management Car Allowance Program. An annual cash car allowance of $15,000 will be added to your
paycheck. This annual amount will be paid via payroll on a bi-weekly basis. All payments in association with the Management Car Allowance Program are subject to applicable Federal and local taxes. 

BENEFITS 
 Clarios offers an extensive employee
benefit program. Choices exist for you and your dependents in medical, dental, life and disability insurance. You will be eligible to participate in the Clarios Savings and Investment Plan which includes a 401K plan with a company match. Details of
this plan are described in the summary plan description. You are entitled to thirteen (13) company paid holidays each year. Additionally, you will receive four (4) weeks of vacation. 

SEVERANCE 
 Upon termination without Cause (as,
defined below), you will be provided with one (1) times the sum of your annual base salary and your annual bonus target amount, payable in a lump sum within thirty (301 days following termination. For the period of one (1) year (12
months), benefit continuation (medical/dental/vision) will be covered by the Company at the current employee contribution levels. You will also receive any unpaid prior year bonus to the extent eared under the AIPP for such year, payable at the same
time, as such year’s bonuses are paid to other senior executives. Senior executive-level outplacement services provided for a period of on (1) year (12) months). 

RELOCATION 
 To assist you with your transition
into this role, you will be provided with relocation assistance managed by BGRS. Should you voluntarily terminate your employment within the first (1st) year of employment, you will be required to reimburse the Company in full for the cost of any
and all relocation assistance provided to you or paid for on your behalf by the Company. You will be required to agree to the Payback Agreement following the acceptance of this offer. 

This offer is contingent upon the satisfactory results from a drug test, successful completion of a background check, successful completion of a leadership
assessment and your agreement to the restrictive covenants identified below. Additionally, you will be required to complete an 1-9 form (Employment Eligibility Verification) and provide the required
documentation establishing your legal right to work in the United States. 
 RESTRICTIVE COVENANTS 

Non-Competition: In accepting this employment offer, and in consideration, of this employment offer, your
continued employment, and/or the Company’s obligation, and promise to provide you with confidential and propriety information pertaining to its business operations and/or customers, and your promise and obligation not to use or disclose that
information except in the course of performing your job duties, you agree that, except as prohibited by law, during your employment with the Company or its parent, subsidiaries for affiliates, and for the 18 month period following your termination
of employment for any reason, you will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any
business that (i) conducts or is planning to conduct a business in competition with any business conducted or planned by the Company or its parent, subsidiaries, or any of its Affiliates including but not limited to any business or Company
engaged in the business of energy storage solutions, battery manufacturing, battery and energy storage solutions distribution, and battery technologies; or (ii) designs, develops, produces, distributes, offers for sale or sells a product or
service that can be used as a substitute for, or is generally intended to satisfy the same customer needs for, any one or more products or services designed, developed, manufactured, produced, distributed or offered for sale or sold by any of the
Company’s businesses (1) that is located in a region where Employee had substantial responsibilities during the twenty-four (24) month period preceding Employees’ 












 
Termination Date, and (2), for which Employee (A) was materially involved in during the twenty-four (24) month period preceding Employee’s Termination Date, or (B) had
knowledge of operations or substantial exposure to during the twenty-four (24) month period preceding Employee’s Termination Date. 
 Non-Solicitation of Customers: Further, in accepting this employment offer, and in consideration of this employment offer, except as prohibited by law, you further agree that during your employment with the
Company or its parent, subsidiaries or affiliates, and for the two (2) year period thereafter, you will not directly or indirectly, on Employee’s own behalf or on behalf of another (i) solicit, aid or induce any customer of the
Company or its Affiliates that Employee was responsible for, directly or indirectly through direct supervisor or management of other employees, departments or business units of the Company, to purchase goods or services then sold by the Company or
its Affiliates from another person or entity, or assist or aid any other person or entity in identifying or soliciting any such customer, or (ii) solicit, aid or induce any customer that was pursued by the Company and where Employee had direct
contact, participated in the contact, or had knowledge of Confidential Information because of Employee’s employment with the Company within the twenty-four (24) months preceding Employee’s Termination Date if that sale or service
would be located in a region where Employee had substantial responsibilities while employed by the Company or its Affiliates. 
 Non-Solicitation of Employees: Further, in accepting this employment, offer, and in consideration of this employment offer, except as prohibited by law, you further agree that during your employment with the
Company or its parent, subsidiaries or affiliates, and for the two (2) year period thereafter, you win not, directly or indirectly, on your own behalf or on behalf of another solicit, recruit, aid or induce employees of the Company or any of
its Affiliates (a) who were directly managed by or reported to Employee, as of the date of Employee’s termination, or (b) with whom Employee has had material contact with during the twelve (12) months period preceding
Employee’s termination and who had access to Confidential Information, trade secrets or customer relationships, to leave their employment with the Company or its Affiliates in order to accept employment with or render services to another person
or entity unaffiliated with the Company or its Affiliates, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee. 

Irreparable injury will result to the Company, its business, and its parent, subsidiaries or affiliates in the event of a breach by you of any of your
covenants and commitments you have accepted as a condition of this employment offer, including the covenants of non-competition and non-solicitation. Therefore, in the
event of a breach of such covenants and commitments, the Company reserves all rights to seek any and all remedies and damages permitted under law, including, but not limited to, injunctive relief, equitable relief and compensatory damages. 

The non-competition and non-solicitation provisions are, expressly intended to
benefit the Company (which includes its parents, subsidiaries and/or affiliates as third party beneficiaries) and its successors and assigns; and the parties expressly authorize the Company (including all third party beneficiaries) and its
successors and assigns to enforce these provisions, 
 DEFINITIONS 

For all purposes under this Agreement and your LTIP Award (and the Plan to the contrary notwithstanding, but only with respect to the following definition):

 “Cause” shall mean (a) your willful failure to properly carry out your duties or to comply with the material rules and material
policies of Clarios, or any reasonable instruction or directive of the Board, that is not cured, if deemed curable in the discretion of that Board, within ten (10) days after the Board gives you written notice thereof setting forth the
particulars in detail of such failure; (b) your acting dishonestly or fraudulently, or your willful misconduct in the course of your employment, in each case resulting in material adverse consequences to Clarios which is not cured, if deemed
curable in the discretion of the Board, within ten (10) days after the Board gives you written notice thereof setting forth the particulars in detail of such misconduct; (c) if you, or any member of your family makes any personal profit
arising out of or in connection with any transaction to which Clarios is a party or with which Clarios is associated without making disclosure to and obtaining the prior written consent of the Company (other than respecting any trading in shares, of
Clarios following a public offering and stock exchange listing); (d) your conviction for, or a guilty 












 
plea (or a plea of nolo contendere) by you to any criminal offence that may reasonably be considered to be likely to adversely affect the Company or your ability to perform your duties, including
without limitation, any offence involving fraud, theft, embezzlement, forgery, willful misappropriation of funds or property, or other fraudulent or dishonest acts involving moral turpitude; (e) your failure to fully comply with and perform
your fiduciary duties as an officer and member of the Board; or r(f) engaging in conduct (done either intentionality or through gross negligence) that is materially detrimental to the reputation, character, or standing of the Company. An opportunity
to cure any of the above Cause grounds may be provided to you only where specified in subsections (a) through (f) above. 
 Chris, speaking for myself
and my colleagues, we are enthusiastic about your joining Clairios. We have a great company with important work to be done. We are confident that the combination of your experiences and personal attributes will allow you to contribute and succeed at
Clarios. 
 We look forward to your positive response to our offer as soon as possible. 

Sincerely, 
 /s/ Mark Wallace 

Mark Wallace 
 Chief Executive Officer, Clarios 

 
  

Acceptance/Rejection: 
 Please indicate your response to this
offer below with your signature. 
  

			
	 X
	  	I accept the offer as detailed
		
	  
	  	I decline the offer

  

											
	 /s/ Chris Eperjesy
	 	    	 	 8-5-2020
	 		 	
	Chris Eperjesy	 		 		 	Date