Exhibit 10.5





STANDARD
TERMS AND CONDITIONS

GOVERNING

EMPLOYEE NON-QUALIFIED STOCK OPTIONS

UNDER THE 

1998, 2000 AND 2002 STOCK INCENTIVE PLANS


The following constitute the
standard terms and conditions (these “Terms and Conditions”) governing any “non-qualified”
option (an “Option”) to purchase shares (“Option Shares”) of the Common Stock,
par value $.01 per share (“Common Stock”), of Aftermarket Technology Corp. (the
“Company”) granted under the Company’s 1998, 2000 or 2002 Stock Incentive
Plans, as amended from time to time (the relevant stock incentive plan being
referred to herein as the “Plan”), to any optionee (an “Optionee”) who is an
employee of the Company or one of its subsidiaries, unless and to the extent
otherwise provided by the Company’s Board of Directors (the “Board”) (or a duly
authorized committee of the Board) at the time an Option is granted.  A non-qualified Option is an Option not
intended to qualify as an incentive stock option under Section 422 of the
Internal Revenue Code.  These Terms and
Conditions are promulgated by the Compensation and Human Resources Committee of
the Board pursuant to Section 2.2 of the Plan.


1.             Vesting;
Expiration.  The date on which
the grant of an Option is effective is referred to as the “Date of Grant.”  On each of either (i) the first, second
and third anniversaries of the Date of Grant or (ii) the first, third and
fifth anniversaries of the Date of Grant, as determined by the Board and set
forth in the certificate evidencing the Option, the Option shall become
exercisable to purchase, and shall vest with respect to, one-third of the
Option Shares.  The Option shall expire
at 5:00 p.m., central time, on the tenth anniversary of the Date of Grant (the “Expiration
Date”).


2.             Acceleration
and Termination of Option.


(a)           Termination
of Employment.


(i)            Termination Within One
Year After Change of Control. 
If Optionee ceases to be employed for any reason or for no reason,
within one year after a Change of Control (as defined in Section 2(e)(i)),
then the Option shall terminate upon the earlier of the Expiration Date or the
first anniversary of the Termination Date (as defined in Section 2(e)(v)).


(ii)           Retirement.  If Optionee retires in accordance with the
Company’s then-current retirement policy (“Retirement”), and a Change of
Control shall not have occurred within one year prior thereto, then
(A) the portion of the Option that has not vested on or prior to the
Termination Date shall terminate on such date and (B) the remaining vested
portion of the Option shall terminate upon the Expiration Date.


(iii)          Death or Permanent
Disability.  If Optionee
ceases to be employed due to his or her death or Permanent Disability (as
defined in Section 2(e)(iii)), and a Change of 





















Control shall not
have occurred within one year prior thereto, then (A) the portion of the
Option that has not vested on or prior to the Termination Date shall terminate
on such date and (B) the remaining vested portion of the Option shall
terminate upon the earlier of the Expiration Date or the first anniversary of
the Termination Date.


(iv)          Other Termination.  If Optionee ceases to be employed for no
reason or for any reason other than Retirement, death or Permanent Disability,
and a Change of Control shall not have occurred within one year prior thereto,
then (A) the portion of the Option that has not vested on or prior to the
Termination Date shall terminate on such date and (B) the remaining vested
portion of the Option shall terminate on the earlier of the Expiration Date or
the date that is 30 days after the Termination Date.


(b)           Death Following Termination of
Employment.  If Optionee shall die at
any time after the Termination Date and prior to the Expiration Date or earlier
termination of the Option, then the remaining vested portion of the Option shall
terminate on the earlier of the Expiration Date or the first anniversary of the
date of death.


(c)           Other
Events Causing Acceleration of Option.


(i)            Change of Control.  If
a Change of Control occurs on or before the Termination Date, the portion of the
Option that has not vested on or prior to the date of such Change of Control
shall fully vest on such date; and


(ii)           Other Events.  The
Board (or a duly authorized committee of the Board), in its sole discretion,
may accelerate the exercisability of the Option at any time and for any reason.


(d)           Other Events Causing Termination
of Option.  Notwithstanding anything
to the contrary in these Terms and Conditions, the Option shall terminate upon
the consummation of any of the following events, or, if later, the 30th
day following the first date upon which such event shall have been approved by
both the Board and the stockholders of the Company:


(i)            the dissolution or liquidation of
the Company;


(ii)           a sale of substantially all of the
property and assets of the Company, unless the terms of such sale shall provide
otherwise; or


(iii)          a Change of Control, if the Board (or
a duly authorized committee of the Board) elects to terminate the Option in
connection therewith.


(e)           Certain Definitions.


(i)            “Change of Control”
means the first to occur of the following events:


(A)          any sale or transfer or other
conveyance, whether director or indirect, of all or substantially all of the
assets of the Company, on a 


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consolidated
basis, in one transaction or a series of related transactions, unless,
immediately after giving effect to such transaction, at least 85% of the total
voting power normally entitled to vote in the election of directors, managers
or trustees, as applicable, of the transferee is “beneficially owned” by
persons who, immediately prior to the transaction, beneficially owned 100% of
the total voting power normally entitled to vote in the election of directors
of the Company;


(B)           any Person or Group (as defined in
Section 2(e)(iv)) other than an Excluded Person (as defined in
Section 2(e)(ii)) is or becomes the “beneficial owner,” directly or
indirectly, of more than 35% of the total voting power in the aggregate of all
classes of Capital Stock of the Company then outstanding normally entitled to
vote in elections of directors, unless the percentage so owned by an Excluded
Person is greater;


(C)           during any period of 12 consecutive
months, individuals who at the beginning of such 12-month period constituted
the Board (together with any new directors whose election by the Board or whose
nomination for election by the shareholders of the Company was approved by a
vote of a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the Board then in office; or


(D)          a reorganization, merger or
consolidation of the Company the consummation of which results in the
outstanding securities of any class then subject to the Option being exchanged
for or converted into cash, property and/or a different kind of securities,
unless, immediately after giving effect to such transaction, at least 85% of
the total voting power normally entitled to vote in the election of directors,
managers or trustees, as applicable, of the entity surviving or resulting from
such reorganization, merger or consolidation is “beneficially owned” by persons
who, immediately prior to the transaction, beneficially owned 100% of the total
voting power normally entitled to vote in the election of directors of the
Company.


The foregoing
definition supercedes Section 11.2 of the Plan.


(ii)           “Excluded Person”
has the meaning set forth in that certain Indenture dated as of August 2, 1994
by and among the Company, the Guarantors named therein and American Bank
National Association.


(iii)          “Permanent Disability”
means the inability to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a
continuous period of not less than 12 months. 
Optionee shall not be deemed to have a Permanent Disability until proof
of the existence thereof shall have been furnished to the Board in such form
and manner, and at such times, as the Board may require.  Any determination by the 


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Board that
Optionee does or does not have a Permanent Disability shall be final and
binding upon the Company and Optionee.


(iv)          “Person”  and  “Group” have
the meanings used for purposes of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, whether or not such sections apply to the
transaction in question.


(v)           “Termination Date”
means the date on which Optionee ceases to be employed by the Company and its
subsidiaries for any reason (including Retirement, death or Permanent
Disability) or for no reason.


3.             Adjustments. 
In the event that the outstanding securities of the class then subject
to the Option are increased, decreased or exchanged for or converted into cash,
property and/or a different number or kind of securities, or cash, property
and/or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, consolidation,
recapitalization, reclassification, dividend (other than a regular, quarterly
cash dividend) or other distribution, stock split, reverse stock split or the
like, or in the event that substantially all of the property and assets of the
Company are sold, then, unless such event shall cause the Option to terminate
pursuant to Section 2(d) or the terms of such transaction provide
otherwise, the Board (or a duly authorized committee of the Board) may make
appropriate and proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be acquired upon
the exercise of the Option, and such adjustment shall be in the Board’s (or
such committee’s) sole discretion and be final and binding on Optionee; provided, however, that any such adjustments in the Option
shall be made without changing the aggregate Exercise Price of the then
unexercised portion of the Option.


4.             Exercise. 
The Option shall be exercisable during Optionee’s lifetime only by
Optionee or by his or her guardian or legal representative, and after Optionee’s
death only by the person or entity entitled to do so under Optionee’s last will
and testament or applicable intestate law. 
The Option may only be exercised by the delivery to the Company of
(i) a written notice of such exercise, which shall specify the number of
Option Shares to be purchased (the “Purchased Shares”) and the aggregate Exercise
Price for such Purchased Shares, and (ii) payment in full of such
aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise
Price may instead be made promptly after the exercise date if on or before the
exercise date the Company receives a commitment from a broker, acceptable to
the Company, to pay the required amount out of the proceeds of a sale of Option
Shares on behalf of Optionee.


5.             Payment of Withholding Taxes. 
If the Company becomes obligated to withhold an amount on account of any
tax imposed as a result of the exercise of the Option, including, without
limitation, any federal, state, local or other income tax, or any F.I.C.A.,
state disability insurance tax or other employment tax, then Optionee shall, on
the first day upon which the Company becomes obligated to pay such amount to
the appropriate taxing authority, pay such amount to the Company in cash or by
check payable to the Company, provided that
if Optionee fails to pay such amount, the Company may deduct the amount from
other compensation payable to Optionee or withhold from Optionee a number of
Option Shares having a Fair Market Value equal to such amount.


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6.             Notices. 
All notices and other communications required or permitted to be given
pursuant to the Option Document shall be in writing and shall be deemed given
(i) five days after mailing by certified or registered mail, postage
prepaid, return receipt requested, (ii) the next business day after being
sent through an overnight delivery service under circumstances in which such
service guarantees next day delivery, or (iii) when actually received if
sent by any other method.  All notices
shall be sent to the Company at 900 Oakmont Lane, Suite 100, Westmont, Illinois
60559 (or such other address as is then the Company’s headquarters), attention
General Counsel, and to Optionee at the address set forth in the payroll
records of the Company, or at such other addresses as the Company or Optionee
may designate by written notice in the manner aforesaid.


7.             Stock Exchange Requirements;
Applicable Laws.  Notwithstanding anything to the contrary in
the Option Document, no shares of stock purchased upon exercise of the Option, and
no certificate representing all or any part of such shares, shall be issued or
delivered if (i) such shares have not been admitted to listing upon
official notice of issuance on each stock exchange or interdealer quotation
system upon which shares of that class are then listed or (ii) in the
opinion of counsel to the Company, such issuance or delivery would cause the
Company to be in violation of or to incur liability under any federal, state or
other securities law, or any requirement of any stock exchange or interdealer
quotation system listing agreement to which the Company is a party, or any
other requirement of law or of any administrative or regulatory body having
jurisdiction over the Company.


8.             Nontransferability. 
Neither the Option nor any interest therein may be transferred,
conveyed, assigned, pledged, encumbered, mortgaged, hypothecated, gifted or
disposed of in any manner other than by will or the laws of descent and
distribution.


9.             Plan; Option Document; Amendment.


(a)           The Option is granted pursuant to the
Plan and is subject to all the terms and conditions of the Plan, as the same
may be amended from time to time by the Board in its sole discretion, and these
Terms and Conditions, as they may be amended from time to time by the Board (or
a duly authorized committee of the Board) in its sole discretion.


(b)           The terms of the Plan, these Terms
and Conditions and a certificate issued to evidence the Option together
constitute the “Option Document” contemplated by the Plan, and the interpretation
and construction of the Option Document by the Board (or a duly authorized
committee of the Board) shall be final and binding upon Optionee.


(c)           The Board (or a duly authorized
committee of the Board) may amend the Option Document without the consent of
Optionee; provided, however, that the Option
Document may not be amended following a Change of Control except for any
amendment (i) consented to in writing by Optionee or (ii) necessary
to comply with applicable tax or securities laws or regulations..


(d)           Until the Option shall expire,
terminate or be exercised in full, the Company shall, upon written request
therefor, send a copy of the Plan and these Terms and Conditions, in their
then-current form, to Optionee or any other person or entity then entitled to
exercise the Option.


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10.          Stockholder Rights. 
Optionee shall not be entitled to vote, receive dividends or be deemed
for any purpose the holder of any Option Shares until such Option Shares have
been issued following the exercise of the Option in accordance with the terms
of the Option Document.


11.          Employment Rights. 
No provision of the Option Document or of the Option shall
(i) confer upon Optionee any right to continue as an employee of the
Company or any of its subsidiaries, (ii) affect the right of the Company
and each of its subsidiaries to terminate the employment of Optionee, with or
without cause, or (iii) confer upon Optionee any right to participate in
any employee welfare or benefit plan or other program of the Company or any of
its subsidiaries other than the Plan.  The Company and each of its
subsidiaries may terminate the employment of Optionee at any time and for any
reason, or for no reason, unless Optionee and the Company or such subsidiary
are parties to a written employment agreement that expressly provides
otherwise.


12.          Governing Law. 
The Option Document shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without reference to choice
or conflict of law principles.


AFTERMARKET TECHNOLOGY CORP.

COMPENSATION AND HUMAN RESOURCES COMMITTEE


Richard R. Crowell

Gerald L. Parsky

J. Richard Stonesifer, Chairman


 


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