exv10w4



 




Exhibit 10.4




EMPLOYMENT AGREEMENT

TERM SHEET (THE “AGREEMENT”)

JOHN RITTER



Mr. John Ritter (the “Executive”) and the United Components, Inc. (the
“Company”) agree to the following terms:




	 	 	 	 	 
	Employment Term	 	This Agreement shall be effective
as of April 25, 2003 (the
“Effective Date”) and shall
terminate on the six month
anniversary of the Effective Date
(the “Employment Term”), unless
otherwise extended at the
discretion of the Board of
Directors of the Company (the
“Board”).
	 	 	 	 	 
	Position and Duties	 	The Executive shall serve as
interim Chief Financial Officer
of the Company and shall devote
his reasonable best efforts to
(a) assist in the arranging,
marketing and syndication of the
Company’s acquisition financing,
(b) lead the integration,
development and transition of the
Company’s accounting, finance,
internal controls, tax, treasury,
insurance and benefits functions,
(c) work with the Company to
develop and implement a strategic
plan, (d) recruiting, training
and develop a full-time Chief
Financial Officer, (e) identify,
develop and implement
manufacturing cost savings
initiatives and (f) such other
responsibilities as may
reasonably be assigned to him
from time to time by the Chief
Executive Officer or Board.
Executive shall report to Bruce
Zorich, Chief Executive Officer,
and will be subject to his
oversight and direction.
	 	 	 	 	 
	Compensation	 	
•
	 	Base Salary. During the
Employment Term, Executive shall
earn a monthly base salary in the
amount of $33,333.33 (the “Base
Salary”). The first payment of
such salary (in an amount
representing all of such salary
accrued by such date) shall be on
the earlier to occur of the
Closing Date (as defined in the
contemplated Stock Purchase
Agreement by and among UIS
Industries, Inc., UIS, Inc. and
the Company) or the six month
anniversary of the Effective
Date. Thereafter such salary
shall be paid in equal
installments not less frequently
than monthly.
	 	 	 	 	 
	 	 	
•
	 	Supplemental Bonus. If
determined appropriate by Bruce
Zorich, in his sole discretion,
in addition to the Base Salary,
the Company shall pay Executive a
one-time lump sum amount of up to
$100,000 (the “Supplemental
Bonus”) within ten days after the
six month anniversary of the
Effective Date, provided,
however, unless otherwise stated
herein, the Supplemental Bonus
shall not be paid if the
Employment Term is terminated
prior to the six month
anniversary of the Effective
Date. In addition to any









 



 


	 	 	 	 	 
	 	 	 	 	Supplemental Bonus, if it is
jointly determined by the Board
and Bruce Zorich, in their sole
discretion, that the Executive
has provided exceptional services
to the Company, the Company may
pay Executive such additional
amount as the Board and Bruce
Zorich deem appropriate.
	 	 	 	 	 
	 	 	
•
	 	Expenses. The Executive shall
be entitled to prompt
reimbursement by the Company for
all of his reasonable ordinary
and necessary travel,
entertainment and other expenses
incurred by him during the
Employment Term (in accordance
with the policies and procedures
established by the Company for
its Executives) in the
performance of his duties
hereunder; provided that the
Executive shall properly account
for such expenses in accordance
with the Company’s policies and
procedures.
	 	 	 	 	 
	 	 	
•
	 	Benefits. The Executive shall
be entitled to participate in the
employee benefit plans, programs
and arrangements sponsored by the
Company which are applicable to
senior officers of the Company.
	 	 	 	 	 
	 	 	
•
	 	Prior Service Credit. If,
during the Employment Term, the
Company and the Executive enter
into a written agreement which
expressly supercedes this
Agreement, the Company shall
recognize the Executive’s service
under this Agreement for all
purposes (including, eligibility
to participate and vesting) under
any Company benefit plans,
including equity compensation
plans, provided that the
foregoing shall not apply to the
extent it would result in
duplication of benefits and shall
not apply with respect to benefit
accrual under any defined benefit
pension plans.
	 
	Termination of Employment	 	
•
	 	Termination by the Company.
The Company may, at any time
prior to the end of the
Employment Term, terminate
Executive’s employment for any
reason by giving Executive two
weeks prior written notice of the
effective date of such
termination. The Company shall
(a) in accordance with the
otherwise applicable payment
schedule, continue to pay to
Executive the Base Salary until
the earliest of (i) end of the
Employment Term, or (ii) the date
Executive violates any of the
covenants set forth herein, and
(b) pay the Executive a lump sum
Supplemental Bonus, if any, as
determined in accordance with the
provisions set forth herein,
provided however, that at the end
of the Employment Term, the
Executive shall be entitled to no
further payments hereunder. In
addition to any Supplemental
Bonus payable upon termination of
the Executive’s employment by the
Company, if it is jointly




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	 	 	 	 	determined by the Board and Bruce
Zorich, in their sole discretion,
that the Executive has provided
exceptional services to the
Company, the Company may pay
Executive such additional amount
as the Board and Bruce Zorich
deem appropriate.
	 	 	 	 	 
	 	 	
•
	 	Resignation by Executive. In
the event that Executive
terminates his employment
relationship with the Company for
any reason, Executive shall be
paid his unpaid Base Salary and
unreimbursed expenses, in each
case as accrued through the date
of termination, and the Company
shall have no further obligation
hereunder from and after the
effective date of such
termination.
	 	 	 	 	 
	Confidentiality	 	Executive acknowledges and agrees
that all information acquired by
Executive from the Company will
be considered “confidential” and
will not be disclosed by
Executive without the prior
written consent of the Company.
Executive shall execute and abide
by the terms and conditions of
the Company’s customary
confidentiality agreement, the
terms and conditions of which are
incorporated herein by reference.
	 	 	 	 	 
	Non-Disclosure of Proprietary
Information	 	The Executive agrees, in
perpetuity, to maintain in
confidence any confidential or
proprietary information or trade
secrets relating to the Company.
Upon expiration of the Employment
Term, the Executive agrees to
return all correspondence,
drawings, materials, documents,
and similar items concerning the
Company, its clients, products or
processes. The Executive may
respond to valid subpoena, but
agrees to give the Company notice
thereof.
	 	 	 	 	 
	Arbitration	 	Any dispute or controversy
arising under or in connection
with this Agreement shall be
settled exclusively by
arbitration, conducted before an
arbitrator in New York, New York
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 covenants
contained in this Agreement and
the Executive hereby consents
that such restraining order or
injunction may be granted without
requiring the Company to post a
bond. 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.



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* * * * *



     Please indicate your agreement with the foregoing terms by executing this
Agreement in the space indicated.




	 	 	 	 	 
	 	 	Very truly yours,
	 	 	United Components, Inc.
	 	 	
By:
	 	/s/ Authorized Person    .
	 	 	 	 	

	 	 	
Its:	 	 
	 	 	 	 	




ACCEPTED AND AGREED

    /s/ John Ritter    .




John Ritter

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UNITED COMPONENTS, INC.

CHAMPION LABORATORIES, INC.




                     June 20, 2003



Mr. John Ritter








Dear John:



     Reference is made to the Employment Agreement Term Sheet, effective as of
April 25, 2003, between United Components, 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:





		
	 	     “Mr. John Ritter (the “Executive”), United Components, Inc. (“UCI”),
and Champion Laboratories, Inc. (“Champion”) (as the context requires
herein, UCI and any of its direct or indirect subsidiaries, including but
not limited to the Executive’s employer, Champion, individually or
collectively, shall be referred to herein as the “Company”) agree to the
following terms:”



     The Section of the Agreement entitled “Employment Term” shall be amended
by replacing the reference to the term “the Company” with the term “UCI.”



     The Section of the Agreement entitled “Position and Duties” shall be
amended by adding the following sentence to the beginning thereof:





		
	 	     “Champion shall employ the Executive and the Executive shall enter
the employ of Champion, for the period set forth herein, in the position
set forth herein, and upon the other terms and conditions herein
provided.”



     The Section of the Agreement entitled “Position and Duties” shall be
amended by replacing the first reference to the term “the Company” with “each
entity constituting the Company.”



     Except with respect to the first and the third references to the term
“Company”, the Section of the Agreement entitled “Compensation” shall be
amended by replacing each reference to the term “the Company” with the term
“Champion.”



 







 




 

Mr. John Ritter

June 20, 2003


     The Section of the Agreement entitled “Termination of Employment” shall be
amended by replacing the first and second reference to the term “Company” with
“Board.”



     The Section of the Agreement entitled “Termination of Employment” shall be
amended by replacing the third, fourth, sixth and seventh reference to the term
“the Company” with “Champion.”



     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/ John Ritter     .





John Ritter



 

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