exv10w5



 



Exhibit 10.5


Employment Agreement



          This
Employment Agreement (the “Agreement”) dated as of April 18, 2003,
and effective as of the signing date of the Stock Purchase Agreement (the
“Effective Date”), is made by and between United Aftermarket, Inc. (together
with any successor thereto, the “Company”) and Bruce Zorich (the “Executive”).



RECITALS




	A.	 	It is the desire of the Company to assure itself of the services of the
Executive by engaging the Executive to perform services under the terms
hereof.
	 
	B.	 	The Executive desires to provide services to the Company on the terms
herein provided.



AGREEMENT



          NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below the parties hereto agree as follows:




	1.	 	Certain Definitions.




	 	(a)	 	“Annual Base Salary” shall have the meaning set forth in
Section 3(a).
	 
	 	(b)	 	“Board” shall mean the Board of Directors of the Company.
	 
	 	(c)	 	The Company shall have “Cause” to terminate the Executive’s
employment hereunder upon:




	 	 	 	 	 
	 	 	
(i)
	 	the Executive’s failure to use his reasonable
best efforts to follow a legal written order of the Board,
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
	 	 	 	 	 
	 	 	
(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)	 	“Company” shall have the meaning set forth in the preamble
hereto.



 






 





	 	(e)	 	“Compensation Committee” means the Compensation Committee of
the Board.
	 
	 	(f)	 	“Closing Date” shall have the meaning set forth in the Stock
Purchase Agreement.
	 
	 	(g)	 	“Date of Termination” shall mean (i) if the Executive’s
employment is terminated by his death, the date of his death; (ii)
if the Executive’s employment is terminated pursuant to Section
4(a)(ii) – (vi) either the date indicated in the Notice of
Termination or the date specified by the Company pursuant to Section
4(b), whichever is earlier; (iii) if the Executive’s employment is
terminated pursuant to Section 4(a)(vii) or Section 4(a)(viii), the
expiration of the then-applicable Term.
	 
	 	(h)	 	“Disability” shall mean the absence of the Executive from the
Executive’s duties to the Company on a full-time basis for a total
of six months during any 12-month period as a result of incapacity
due to mental or physical illness which is determined to be
reasonably likely to extend beyond the completion of the Term and
which determination is made by a physician selected by the Company
and acceptable to the Executive or the Executive’s legal
representative (such agreement as to acceptability not to be
withheld unreasonably). A Disability shall not be “incurred”
hereunder until, at the earliest, the last day of the sixth month of
such absence.
	 
	 	(i)	 	“Executive” shall have the meaning set forth in the preamble
hereto.
	 
	 	(j)	 	“Executive Bonus Plan” shall have the meaning set forth in
Section 3(b).
	 
	 	(k)	 	(i)	The Executive shall have “Good Reason” to resign his
employment upon the occurrence of any of the following:




		
	 	     (A) failure of the Company to continue the Executive in
the position of Chief Executive Officer;




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




		
	 	     (C) failure of the Principal Shareholders to satisfy
their requirements under Section 2(c)(ii) of the Agreement




		
	 	     (D) failure of the Company to make any payment or
provide any benefit under this Agreement;




		
	 	     (E) the Company’s material breach of this Agreement;




		
	 	     (F) failure of any successor to the Company to assume
the obligations of the Company hereunder; or



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	 	     (G) requirement by the Company to relocate the
Executive’s place of residence outside of the Greater Atlanta
area at any time prior to the second anniversary of the
Effective Date.




	 	 	 	(ii)	The Executive may not resign his employment for
Good Reason unless:




		
	 	     (A) the Executive provided the Company with at least 30
days prior written notice of his intent to resign for Good
Reason; and




		
	 	     (B) the Company has not remedied the alleged
violation(s) within the 30-day period.




	 	(l)	 	“Interim Period” shall have the meaning set forth in Section
3(b)(i).
	 
	 	(m)	 	“Inventions” shall have the meaning set forth in Section 8.
	 
	 	(n)	 	“Notice of Termination” shall have the meaning set forth in
Section 4(b).
	 
	 	(o)	 	“Outside Closing Date” shall mean the later to occur of (i)
October 31, 2003 or (ii) a date selected by the Principal
Stockholders in their sole discretion.
	 
	 	(p)	 	“Principal Stockholders” shall mean Carlyle Partners III,
L.P. a Delaware limited partnership and its affiliates.
	 
	 	(q)	 	“Stock Purchase Agreement” shall mean the contemplated Stock
Purchase Agreement by and among UIS Industries, Inc., UIS, Inc. and
United Aftermarket, Inc.
	 
	 	(r)	 	“Term” shall have the meaning set forth in Section 2(b).




	2.	 	Employment.




	 	(a)	 	The Company shall employ the Executive and the Executive
shall enter the employ of the Company, for the period set forth in
Section 2(b), in the position set forth in Section 2(c), and upon
the other terms and conditions herein provided.
	 
	 	(b)	 	The initial term of employment under this Agreement (the
“Initial Term”) shall be for the period beginning on the Effective
Date of this Agreement and ending on the third anniversary thereof,
unless earlier terminated as provided in Section 4. The employment
term hereunder shall automatically be extended for successive
one-year periods (“Extension Terms” and, collectively with the
Initial Term, the “Term”) unless either party gives notice of
non-extension to the other no later than 90 days prior to the
expiration of the then-applicable Term.
	 
	 	(c)	 	Position and Duties.




		
	 	     (i)     The Executive shall serve as Chief Executive Officer of
the Company and shall have the authorities duties and
responsibilities customarily



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	 	 	 	commensurate with such position and such additional customary
responsibilities, duties and authority as may from time to time be
reasonably assigned to the Executive by the Board. The Executive
shall report to the Board. The Executive shall devote
substantially all his working time and efforts to the business and
affairs of the Company. The Executive agrees to observe and comply
with the Company’s rules and policies as adopted by the Company
from time to time. During the Term, it shall not be a violation of
this Agreement for the Executive to (i) serve on industry trade,
civic or charitable boards or committees; (ii) deliver lectures or
fulfill speaking engagements; or (iii) manage personal investments,
as long as such activities do not materially interfere with the
performance of the Executive’s duties and responsibilities. The
Executive shall be permitted to serve on for-profit corporate
boards of directors and advisory committees if approved in advance
by the Board.
	 
	 	 	 	      (ii)     As of the Effective Date, the Principal Stockholders
shall cause the Executive to be appointed or elected to the Board.
During the Term, the Board shall propose the Executive for
re-election to the Board and the Principal Stockholders shall vote
all of their shares of Common Stock in favor of such re-election.




	3.	 	Compensation and Related
Matters.




	 	(a)	 	Annual Base Salary. During the portion of the Term which
follows the Closing Date, the Executive shall receive a base salary
at a rate of $375,000 per annum, which shall be paid in accordance
with the customary payroll practices of the Company, subject to any
increase as determined by the Compensation Committee in its sole
discretion (the “Annual Base Salary”). Annual Base Salary may be
increased, but not decreased, from time to time by the Board.
	 
	 	(b)	 	Interim Period. During the period between the Effective Date
and the Closing Date (“Interim Period”),
	 
	 	 	 	     (i)     for the period after the last date with respect to which
Executive is entitled to receive periodic salary payments from his
previous employer, Executive shall accrue salary at the rate of his
Annual Base Salary with such accrued amount to be paid in a lump
sum on the earlier of the Closing Date or the Outside Closing Date;
	 
	 	 	 	     (ii)     the Company shall reimburse Executive for any premiums
paid in connection with the Executive’s election to receive COBRA
continuation health care coverage from his previous employer,
provided, however, that such reimbursement shall cease once the
Executive becomes eligible for coverage under the Company’s medical
benefit plan;
	 
	 	 	 	     (iii)     the Company shall reimburse Executive for any reasonable
premiums paid in connection with the Executive’s purchase of a
one-year term life insurance policy that would pay the Executive’s
beneficiary $1 million upon



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	 	 	 	the death of the Executive during any period prior to the
Executive becoming eligible for any amount of life insurance
coverage under the Company’s applicable life insurance plan. Upon
Executive becoming so eligible, he shall cancel such policy and
return the refunded premium to the Company; and
	 
	 	 	 	     (iv)     the Company shall reimburse Executive for any reasonable
premiums paid in connection with the Executive’s purchase of a
long-term disability insurance policy that would pay the Executive
a monthly benefit up to 60% of one-twelfth of his Annual Base
Salary (subject to a reasonable maximum monthly benefit) in the
event the Executive becomes disabled as defined under such policy,
during any period prior to the Executive becoming eligible for any
long-term disability coverage under the Company’s applicable
long-term disability insurance plan. Upon Executive becoming so
eligible, he shall cancel such policy and return the refunded
premium to the Company.




	 	 	 	The Principal Stockholder shall make any payments described in this
Section 3(b) that the Company is unable to make.
	 
	 	(c)	 	Annual Bonus. During the Term, the Executive will
participate in an annual performance-based bonus plan (“Executive
Bonus Plan”) established by the Compensation Committee at a target
level of 60% of his Annual Base Salary (“Target Level”), and a
maximum of 150% of Annual Base Salary. Such bonus shall be payable
at such time as bonuses are paid to other senior executive officers
who participate therein. Notwithstanding the foregoing, with
respect to each of the Company’s fiscal years that ends during the
Term, the amount of the Executive’s annual bonus payable pursuant to
such plan shall be determined as set forth on Exhibit A. With
respect to the fiscal year ending December 31, 2003, the Executive
shall be eligible to receive the greater of (i) a prorated portion
of his annual bonus based on the number of days the Executive was
employed by the Company during such fiscal year or (ii) $100,000,
provided, however, that such bonus shall not be paid prior to the
earlier to occur of (A) the Closing Date or (B) the Outside Closing
Date.
	 
	 	(d)	 	Equity Participation. During the Term, the Executive shall
be entitled to participate in the Stock Option Plan of Company and
on the Effective Date shall be granted options, to purchase two
percent of the Company’s common stock (“Common Stock”) at an
exercise price per share equal to the per share cost paid by the
Principal Shareholders to acquire the Company. The grant of stock
options shall be governed by the terms of the Stock Option Plan and
Stock Option Agreement (attached hereto as Exhibit B and Exhibit C,
respectively).
	 
	 	(e)	 	Benefits. The Executive shall be entitled to participate in
employee benefit plans, programs and arrangements of the Company
which are applicable to the senior officers of the Company at a
level commensurate with the Executive’s position.
	 
	 	(f)	 	Relocation Expenses. If the Company requires the Executive
to relocate his place of residence outside of the Greater Atlanta
area whether before or after the second



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	 	 	 	anniversary of the Effective Date, the Company shall reimburse
Executive for any of the following expenses to the full extent
reasonable: (i) real estate broker commissions and attorney fees
associated with the sale of his former residence and purchase of a
new residence, (ii) moving expenses (as defined in Section 217(b)
of the Internal Revenue Code (the “Code”)), and (iii) to the extent
approved by the Board, necessary temporary lodging for the
Executive and his family, provided that the Executive shall
properly account for such expenses in accordance with the Company’s
policies and procedures.




	4.	 	Termination.



          The Executive’s employment hereunder may be terminated by the Company or
the Executive, as applicable, without any breach of this Agreement only under
the following circumstances:




	 	(a)	 	Circumstances.




	 	 	 	 	 
	 	 	
(i)
	 	Death. The Executive’s employment hereunder
shall terminate upon his death.
	 	 	 	 	 
	 	 	
(ii)
	 	Disability. If the Executive has incurred a
Disability, the Company may give the Executive written notice
of its intention to terminate the Executive’s employment. In
that event, the Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such
notice by the Executive, provided that within the 30 days
after such receipt, the Executive shall not have returned to
full-time performance of his duties.
	 	 	 	 	 
	 	 	
(iii)
	 	Termination for Cause. The Company may
terminate the Executive’s employment for Cause.
	 	 	 	 	 
	 	 	
(iv)
	 	Termination without Cause. The Company may
terminate the Executive’s employment without Cause.
	 	 	 	 	 
	 	 	
(v)
	 	Resignation for Good Reason. The Executive may
resign his employment for Good Reason.
	 	 	 	 	 
	 	 	
(vi)
	 	Resignation without Good Reason. The Executive
may resign his employment without Good Reason.
	 	 	 	 	 
	 	 	
(vii)
	 	Non-extension of Term by the Company. The
Company may give notice of non-extension to the Executive
pursuant to Section 2(b).
	 	 	 	 	 
	 	 	
(viii)
	 	Non-extension of Term by the Executive. The Executive may
give notice of non-extension to the Company pursuant to
Section 2(b).



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(ix)
	 	Failure to Close. The Executive’s employment
hereunder shall terminate in the event that the Closing Date
does not occur prior to the Outside Closing Date.




	 	(b)	 	Notice of Termination. Any termination of the Executive’s
employment by the Company or by the Executive under this Section 4
(other than termination pursuant to paragraph (a)(i)and (a)(ix))
shall be communicated by a written notice to the other party hereto
indicating the specific termination provision in this Agreement
relied upon, setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated, and
specifying a Date of Termination which, if submitted by the
Executive, shall be at least 30 days following the date of such
notice (a “Notice of Termination”) provided, however, that the
Company may, in its sole discretion, change the Date of Termination
to any date following the Company’s receipt of the Notice of
Termination. A Notice of Termination submitted by the Company may
provide for a Date of Termination on the date the Executive receives
the Notice of Termination, or any date thereafter elected by the
Company in its sole discretion. The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Cause or Good Reason
shall not waive any right of the Executive or the Company hereunder
or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights
hereunder.
	 
	 	(c)	 	Company obligations upon termination. Upon termination of
the Executive’s employment, the Executive (or the Executive’s
estate) shall be entitled to receive a lump sum equal to the
Executive’s Annual Base Salary through the Date of Termination not
theretofore paid, any bonus if declared or earned but not yet paid
for a completed fiscal year, any expenses owed to the Executive, any
accrued vacation pay owed to the Executive, and any amount arising
from the Executive’s participation in, or benefits under any
employee benefit plans, programs or arrangements, which amounts
shall be payable in accordance with the terms and conditions of such
employee benefit plans, programs or arrangements.




	5.	 	Severance Payments.




	 	(a)	 	Termination for Cause, Resignation without Good Reason or
upon Non-extension by the Executive. If the Executive’s employment
shall terminate pursuant to Sections 4(a)(iii) for Cause, Section
4(a)(vi) without Good Reason, or pursuant to Sections 4(a)(viii) due
to Non-extension of the Agreement by the Executive, the Executive
shall not be entitled to any severance payment or benefits (other
than as expressly provided for herein or under any benefit plan).
	 
	 	(b)	 	Termination upon death or Disability. If the Executive’s
employment shall terminate pursuant to Sections 4(a)(i) due to the
Executive’s death, or pursuant to Section 4(a)(ii) due to the
Executive’s Disability, the Company shall pay to the Executive (or
the Executive’s estate):



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(i)
	 	in accordance with the Company’s regular payroll
practice following the Date of Termination, an amount equal to
the Annual Base Salary that the Executive would have been
entitled to receive if the Executive had continued his
employment for a period of six months following the Date of
Termination; and
	 	 	 	 	 
	 	 	
(ii)
	 	a prorated amount of the Executive’s annual bonus
based on the Company’s year-to-date performance through the
Date of Termination in relation to the performance targets set
forth in the Executive Bonus Plan (such amount to be
determined in good faith by the Compensation Committee).




	 	(c)	 	Termination without Cause or resignation for Good Reason. If
the Executive’s employment shall terminate without Cause pursuant to
Section 4(a)(iv) or for Good Reason pursuant to Section 4(a)(v), the
Company shall:




	 	 	 	 	 
	 	 	
(i)
	 	pay, in accordance with normal payroll practices,
the Executive’s Annual Base Salary for (A) the remainder of
the Term, as applicable, or (B) twelve months, whichever is
longer;
	 	 	 	 	 
	 	 	
(ii)
	 	within ten days after the Date of Termination,
pay to the Executive a lump sum equal to a pro-rata portion of
the Executive’s Target Level annual bonus for the year of
termination, based on the number of days the Executive was
employed by the Company during the applicable year; and
	 	 	 	 	 
	 	 	
(iii)
	 	continue coverage for the Executive and any
dependents under all Company group health benefit plans in
which the Executive and any dependents were entitled to
participate immediately prior to the Date of Termination
(under the same terms as during employment) for (A) the Term,
as applicable, or (B) twelve months, whichever is longer.




	 	(d)	 	Termination upon Non-extension by the Company. If the
Executive’s employment shall terminate pursuant to Sections
4(a)(vii) due to Non-extension of the Agreement by the Company, the
Company shall:




	 	 	 	 	 
	 	 	
(i)
	 	pay, in accordance with normal payroll practices,
the Executive’s Annual Base Salary for twelve months; and
	 	 	 	 	 
	 	 	
(ii)
	 	within ten days after the Date of Termination,
pay to the Executive a prorated amount of the Executive’s
annual bonus based on the Company’s year-to-date performance
through the Date of Termination in relation to the performance
targets set forth in the Executive Bonus Plan (such amount to
be determined in good faith by the Compensation Committee).




	 	(e)	 	Failure to Close. If the Executive’s employment shall
terminate pursuant to Sections 4(a)(ix) due to the Closing Date not
occurring prior to the Outside Closing Date, the Principal
Stockholders shall, within ten days after the Outside Closing Date,
pay to the Executive a lump sum equal to the sum of (i) the Annual



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	 	 	 	Base Salary and (ii) the excess of (A) the annual bonus calculated
at 100% of the Target Level over (B) the annual bonus payable to
the Executive for the fiscal year ending December 31, 2003 pursuant
to Section 3(c) herein.
	 
	 	(f)	 	Survival. The expiration or termination of the Term shall
not impair the rights or obligations of any party hereto, which
shall have accrued prior to such expiration or termination.
	 
	 	(g)	 	Mitigation. The Executive shall have no duty to mitigate the
amount of any payment provided for hereunder by seeking other
employment, and any income earned by the Executive from other
employment or self-employment shall not be offset against any
obligations of the Company to the Executive hereunder.




	6.	 	Competition.




	 	(a)	 	The Executive shall not, at any time during the Term or
during the 12-month period following the later of the expiration of
the Term or the Date of Termination directly or indirectly engage
in, have any equity interest in, 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
materially competes with any material business of the Company or any
entity owned by the Company anywhere in the world provided, however,
that the Executive shall be permitted to acquire a passive stock or
equity interest in such a business provided the stock or other
equity interest acquired is not more than five percent (5%) of the
outstanding interest in such business. Nothing herein shall prevent
the Executive from engaging in any activity with, or holding a
financial interest in, a non-competitive division, subsidiary or
affiliate of an entity engaged in a business that materially
competes with the Company.
	 
	 	(b)	 	During the Term and during the term set forth in Section
6(a), the Executive will not, and will not permit any of his
affiliates to, directly or indirectly, recruit or otherwise solicit
or induce any non-clerical employee, customer, subscriber or
supplier of the Company to terminate its employment or arrangement
with the Company, otherwise change its relationship with the
Company, or establish any relationship with the Executive or any of
his affiliates for any business purpose that is prohibited by
subjection (a) above. Nothing herein shall prevent the Executive
from serving as a reference.
	 
	 	(c)	 	In the event the terms of this Section 6 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.



9






 







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




	7.	 	Nondisclosure of Proprietary Information.




	 	(a)	 	Except as required in the faithful performance of the
Executive’s duties hereunder or pursuant to Section 7(c), the
Executive shall, in perpetuity, maintain in confidence and shall not
directly, indirectly or otherwise, use, disseminate, disclose or
publish, or use for his 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, 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, 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 termination of the Executive’s employment with the
Company 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. The Executive
shall be permitted to retain his rolodex (and similar address and
telephone directories).
	 
	 	(c)	 	The Executive may respond to a lawful and valid subpoena or
other legal process but shall give the Company the earliest
reasonably possible notice thereof, shall, as much reasonably in
advance of the return date as possible, make available to the
Company and its counsel the documents and other information sought
and shall reasonably assist such counsel in resisting or otherwise
responding to such process. The Executive may disclose information
that is public knowledge.
	 
	 	(d)	 	As used in this Section 7, the term “Company” shall include
the Company, its parent and any of its direct or indirect
subsidiaries.




	8.	 	Inventions.



          All rights to discoveries, inventions, improvements and innovations
(including all data and records pertaining thereto) directly related to the
Company’s business, whether or not patentable, copyrightable, registrable as a
trademark, or reduced to writing, that the Executive may discover, invent or
originate during the Term, either alone or with others and whether or not



10






 





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
necessary to protect or perfect its rights therein, and shall assist the
Company, 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
deemed necessary by the Company to protect or perfect its rights to any
Inventions.



	9.	 	Non-Disparagement.



          At any time during the Term or during the 12-month period following the
later of the expiration of the Term or the Date of Termination, each of the
parties agrees that it will not disparage or denigrate to any person any aspect
of his or its past relationship with the other, nor the character of the other
or the other’s agents, representatives, products, or operating methods, whether
past, present, or future, and whether or not based on or with reference to
their past relationship; provided, however, that this paragraph shall have no
application to any evidence or testimony requested of either party hereto by
any court or government agency.




	10.	 	Injunctive Relief.



          It is recognized and acknowledged by the Executive that a breach of the
covenants contained in Sections 6, 7, 8 and 9 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 6, 7, 8 and 9, 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.




	11.	 	Assignment and 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. The Executive may not assign his rights or obligations under this
Agreement to any individual or entity, except his estate upon his death. This
Agreement shall be binding upon and inure to the benefit of the Company, the
Executive and their respective successors, assigns, personnel and legal
representatives, executors, administrators, heirs, distributees, devisees, and
legatees, as applicable.




	12.	 	Governing Law.



          This Agreement shall be governed, construed, interpreted and enforced in
accordance with the substantive laws of the state of New York, without
reference to the principles of conflicts of law of New York or any other
jurisdiction, and where applicable, the laws of the United States.




	13.	 	Validity.



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




	14.	 	Notices.



          Any notice, request, claim, demand, document and other communication
hereunder to any party shall be effective upon receipt (or refusal of receipt)
and shall be in writing and delivered personally or sent by telex, telecopy, or
certified or registered mail, postage prepaid, as follows:




	 	(a)	 	If to the Company:
	 
	 	 	 	The Carlyle Group

1001 Pennsylvania Avenue NW

Suite 220 South

Washington, DC 20004

Fax: (202) 347-9250

Attn: Ian Fujiyama

	 
	 	 	 	and a copy to:
	 
	 	 	 	Latham & Watkins

555 Eleventh Street, N.W.

10th Floor

Washington, DC 20004

Fax: (202) 637-2201

Attn: Daniel T. Lennon
	 
	 	(b)	 	If to the Executive:
	 
	 	 	 	Bruce M. Zorich

1185 Lake Shore Overlook

Alpharetta, GA 30005

Fax: (770) 521-9351



          or at any other address as any party shall have specified by notice in
writing to the other party.




	15.	 	Counterparts.



          This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which together will constitute
one and the same Agreement.



	16.	 	Entire Agreement.




          The terms of this Agreement and the other agreements and instruments
contemplated hereby or referred to herein (collectively the “Related
Agreements”) are intended by the parties



12






 





to be the final expression of their agreement with respect to the
employment of the Executive by the Company and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend
that this Agreement and the Related Agreements shall constitute the complete
and exclusive statement of their 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 and the Related Agreements.



	17.	 	Amendments; Waivers.



          This Agreement may not be modified, amended, or terminated except by an
instrument in writing, signed by the Executive and a duly authorized officer of
Company. By an instrument in writing similarly executed, the Executive or a
duly authorized officer of the Company may waive compliance by the other party
or parties with any provision of this Agreement that such other party was or is
obligated to comply with or perform, provided, however, that such waiver shall
not operate as a waiver of, or estoppel with respect to, any other or
subsequent failure. No failure to exercise and no delay in exercising any
right, remedy, or power hereunder preclude any other or further exercise of any
other right, remedy, or power provided herein or by law or in equity.




	18.	 	No Inconsistent Actions.



          The parties hereto shall not voluntarily undertake or fail to undertake
any action or course of action inconsistent with the provisions or essential
intent of this Agreement. Furthermore, it is the intent of the parties hereto
to act in a fair and reasonable manner with respect to the interpretation and
application of the provisions of this Agreement.




	19.	 	Construction.



          This Agreement shall be deemed drafted equally by both the parties. Its
language shall be construed as a whole and according to its fair meaning. Any
presumption or principle that the language is to be construed against any party
shall not apply. The headings in this Agreement are only for convenience and
are not intended to affect construction or interpretation. Any references to
paragraphs, subparagraphs, sections or subsections are to those parts of this
Agreement, unless the context clearly indicates to the contrary. Also, unless
the context clearly indicates to the contrary, (a) the plural includes the
singular and the singular includes the plural; (b) “and” and “or” are each used
both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every”
means “any and all,” and “each and every”; (d) “includes” and “including” are
each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other
similar compounds of the word “here” refer to the entire Agreement and not to
any particular paragraph, subparagraph, section or subsection; and (f) all
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, neuter, singular or plural as the identity of the entities or persons
referred to may require.




	20.	 	Arbitration.



          Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before an
arbitrator in Atlanta, Georgia in accordance with the rules of the American
Arbitration Association then in effect. Judgment may



13






 





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 6, 7, 8 or 9 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 20, 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.



	21.	 	Enforcement.



          If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws effective during the term of this
Agreement, such provision shall be fully severable; this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a portion of this Agreement; and the remaining provisions
of this Agreement shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement. Furthermore, in lieu of such illegal, invalid or
unenforceable provision there shall be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.




	22.	 	Income Tax Gross-Up.



          To the extent that any payments made by the Company to the Executive
pursuant Sections 3(b)(ii)-(iv) or 3(f) of the Agreement are included in the
Executive’s taxable compensation and are not otherwise deductible by the
Executive under the Code, the Company shall pay the Executive a lump sum amount
which shall, after payment of all applicable income taxes thereon, be
sufficient to reimburse the Executive for any applicable income taxes imposed
on such taxable compensation.




	23.	 	Withholding.



          The Company shall be entitled to withhold from any amounts payable under
this Agreement any federal, state, local or foreign withholding or other taxes
or charges which the Company is required to withhold. The Company shall be
entitled to rely on an opinion of counsel if any questions as to the amount or
requirement of withholding shall arise.



14






 






	24.	 	Sole Employment Agreement.



          The Executive acknowledges and agrees that he has taken all actions
required under the terms of his prior employment, as set forth in a letter
agreement with a representative of his former employer, Magnatrax Corporation,
dated as of January 7, 2002, in order to terminate that employment and that, to
the best of his knowledge, the provisions contained in that employment
agreement do not bind the Company.




	25.	 	Indemnification and Insurance.



          The Company shall indemnify the Executive to the fullest extent permitted
by the laws of the State of New York, as in effect at the time of the subject
act or omission, and he will be entitled to the protection of any insurance
policies the Company may elect to maintain generally for the benefit of its
directors and senior executive officers against all costs, charges and expenses
incurred or sustained by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been a
director, officer or employee the Company or any of its subsidiaries or his
serving or having served any other enterprise, plan or trust as a director,
officer, employee or fiduciary at the request of the Company (other than any
dispute, claim or controversy arising under or relating to this Agreement
(except for this Section 24)). The provisions of this Section 25 shall survive
any termination of Executive’s employment or any termination of this Agreement.




	26.	 	Attorney’s Fees.



          The Company shall pay the legal fees reasonably incurred by the Executive
in connection with the negotiation and execution of this Agreement, payable
upon submission of the billing statement or paid receipt for such services
rendered by the Executive’s counsel.




	27.	 	Principal Stockholder Obligation.



          Except as provided in Sections 3(b) and 5(e), the Principal Stockholders
shall have no obligations under this Agreement.




	28.	 	Employee Acknowledgement.



          The Executive acknowledges that he has read and understands this
Agreement, is fully aware of its legal effect, has not acted in reliance upon
any representations or promises made by the Company other than those contained
in writing herein, and has entered into this Agreement freely based on his own
judgment.



15






 





          IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.




	 	 	 	 	 
	 	 	COMPANY
	 	 	 	 	 
	 	 	
By:
	 	      /s/ Authorized Person     .


Name:
	 	 	 	 	Title:
	 	 	 	 	 
	 	 	EXECUTIVE
	 	 	 	 	 
	 	 	
By:
	 	      /s/
Bruce M. Zorich        .


Name:
	 	 	 	 	Address:
	 	 	 	 	 
	 	 	PRINCIPAL STOCKHOLDERS
	 	 	 	 	 
	 	 	
By:
	 	      /s/ Authorized Person     .


Name:
	 	 	 	 	Address:



 






 



Exhibit A


ANNUAL BONUS SCHEDULE




	 	 	 	 	 
	EBITDA as % of	 	 	 	 
	Budgeted EBITDA:	 	% of Target Level*:
	
	 	

	Less than 90%	 	 	
0	%
	 	 	 	 	 
	90% to 100%	 	 	
50% to 100	%
	 	 	 	 	 
	100% to 110%	 	 	
100% to 150	%
	 	 	 	 	 
	110% to 120%	 	 	
150% to 200	%
	 	 	 	 	 
	120% to 130%	 	 	
200% to 250	%
	 	 	 	 	 
	
Over 130%
	 	 	
250	%




	*	 	Target Level percentages between benchmarks shall be determined by means
of linear interpolation.



 






 






UNITED COMPONENTS, INC.

CHAMPION LABORATORIES, INC.



June 20, 2003                  


Mr. Bruce Zorich

1185 Lake Shore Overlook

Alpharetta, GA 30005



Dear Bruce:



Reference is made to the Employment Agreement, dated as of April 18, 2003,
between United Aftermarket, Inc. and you (the “Agreement”). We have
mutually agreed to amend certain provisions of the Agreement.


Accordingly, upon confirmation by you of your agreement thereto, the Agreement
shall be amended as follows:


The preamble of the Agreement shall be amended to read in its entirety as
follows:


“This Employment Agreement (the “Agreement”) dated as of April 18, 2003, and
effective as of the signing date of the Stock Purchase Agreement (the
“Effective Date”), is made by and among Bruce Zorich (the “Executive”),
United Components, Inc. (together with any successor thereto, “UCI”) and
Champion Laboratories Inc. (“Champion”).”


The Recitals of the Agreement shall be amended to read in its entirety as
follows:



		
	 	     “A.     It is the desire of Champion to assure the Company of the
services of the Executive by engaging the Executive to perform services
under the terms hereof.
	 
	 	     B.     The Executive desires to provide services to Champion and the
Company on the terms herein provided.”



Section 1(b) of the Agreement shall be amended by replacing the reference to
the term “Company” with the term “UCI.”


Section 1(c) of the Agreement shall be amended by replacing the first reference
to the term “Company” with the term “Board.”


Section 1(d) of the Agreement shall be amended to read in its entirety as
follows:



		
	 	     ““Company” shall mean, as the context requires, UCI and any of its
direct or indirect subsidiaries, including but not limited to the
Executive’s employer, Champion, individually or collectively.”



Sections 1(g) and 1(k)(ii)(A) of the Agreement shall be amended by replacing
each reference to the term “Company” with the term “Board.”


 






 



Section 1(h) of the Agreement shall be amended by replacing the second
reference to the term “the Company” with the term “Champion.”



Sections 1(k)(i)(D), 1(k)(i)(G), 1(k)(ii)(B), 2(a), 3(a), 3(b), 3(c), 3(e),
3(f), 4(c) 5(b), 5(c), 7(c), 16, 17, 22, 23 and 26 of the Agreement shall
be amended by replacing each reference to the term “the Company” with the
term “Champion.”



Section 1(k)(i)(F) of the Agreement shall be amended by replacing each
reference to the term “Company” with the “Company or Champion.”



Section 2(c)(i) of the Agreement shall be amended by replacing the first
reference to the term “the Company” with “each entity constituting the
Company.”



Section 3(d) of the Agreement shall be amended by replacing each reference to
the term “the Company” with “UCI Acquisition Holding, Inc.”



Except with respect to the third (second reference in Section 4(a)(ii)) and the
eighteenth (first reference in Section 4(c)) reference to the term
“Company”, Section 4 of the Agreement shall be amended by replacing each
reference to the term “Company” with the term “Board.”



Section 5(d) of the Agreement shall be amended by replacing the first and
second reference to the term “Company” with the term “Board.”


Section 5(d) of the Agreement shall be amended by replacing the third reference
to the term “the Company” with the term “Champion.”



Sections 6(d) and 7(d) of the Agreement shall be amended by replacing the
second reference to “the Company, its parent and any of its direct or
indirect subsidiaries” with “the Company and UCI Acquisition Holdings,
Inc.”



Section 7(b) of the Agreement shall be amended by replacing the first and
second reference to the term “the Company” with “Champion.”



Section 8 of the Agreement shall be amended by replacing the tenth reference to
the term “the Company” with “Champion.”



Section 11 of the Agreement shall be amended by replacing the first reference
to the term “The Company” with “Each of Champion and the Company.”



Section 14(a) of the Agreement shall be amended by replacing the term “the
Company” with “the Company, the Board or Champion.”



Section 25 of the Agreement shall be amended by replacing the second and third
references to the term “the Company” with “of any entity which is a part
of the Company.”



Section 25 of the Agreement shall be amended by replacing the third and fourth
references to the term “the Company” with “of any entity constituting the
Company.”



Exhibit A of the Agreement shall be amended by replacing references to the term
“EBITDA” with “Company EBITDA.”


 






 


     Upon your confirmation of your agreement with the amendment to the
Agreement set forth above by signing and returning to me the copy of this
letter provided herein, such amendment shall take effect immediately.



	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 
	 	 	
UNITED COMPONENTS, INC.	 	 
	 	 	 	 	 
	 	 	
     /s/ Ian Fujiyama                .

	 	 
	 	 	
Ian Fujiyama	 	 
	 	 	
Director	 	 
	 	 	 	 	 
	 	 	
CHAMPION LABORATORIES, INC.	 	 
	 	 	 	 	 
	 	 	
     /s/ Authorized Person       .


Name:	 	 
	 	 	
Title:	 	 



Confirmed and agreed this

     day of          , 2003


     /s/ Bruce Zorich          .




Bruce Zorich