# **EXHIBIT 10.27**

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# **EXECUTIVE EMPLOYMENT AGREEMENT**

 

This Employment Agreement (“Agreement”) is enteredinto as of                ,2002 by and between                               ,a natural person (“Executive”), and Aftermarket Technology Corp., a Delawarecorporation (the “Company”).

 

WHEREAS Executive has been hired by the Company toserve as                            of the Company, which is engaged (either directly or through its subsidiaries)in the businesses of (i) remanufacturing and distributing drive train andelectronic products used in the repair of vehicles and (ii) providingvalue added warehouse and distribution services, return material reclamationand disposition services (such businesses, as they may be expanded during theterm of this Agreement, are referred to herein as the “Business”), and theCompany desires to continue to retain the services of Executive in suchcapacity and Executive is willing to provide such services on the terms andconditions set forth below.

 

NOW, THEREFORE, in consideration of the foregoingrecital and the mutual covenants and agreements set forth below, the partieshereto agree as follows:

 

**1.****                                      Employmentand Term.**

 

(a)                                  FullTime and Best Efforts.  Subject tothe terms set forth herein, the Company agrees to employ Executive in amanagement capacity and Executive hereby accepts such employment.  During the term of his employment, Executivewill devote his full time, best efforts and attention to the performance of hisduties hereunder and to the business and affairs of the Company and itssubsidiaries.

 

(b)                                 Duties.  Executive shall perform such duties for theCompany and its subsidiaries as are customarily associated with a managementposition, consistent with the Bylaws of the Company and as required by the officeror officers to whom Executive reports.

 

(c)                                  CompanyPolicies.  The employmentrelationship between the parties shall be governed by the general employmentpolicies and practices of the Company, except that when the terms of thisAgreement differ from or are in conflict with such employment policies andpractices, this Agreement shall control.

 

(d)                                 Term.  The initial term of employment of Executiveunder this Agreement shall begin as of the date hereof and end on the thirdanniversary the date hereof, subject to the provisions for terminationcontained in Section 5 and renewal contained in Section 1(e).

 

(e)                                  Renewal.  Unless the Company shall have givenExecutive notice that this Agreement shall not be renewed at least 30 daysprior to the end of the initial term referred to in Section 1(d), the termof this Agreement shall be automatically extended for a period of one year,such procedure to be followed in each such successive period.

 

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**2.****                                      Compensationand Benefits.**

 

(a)                                  Salary.  Executive shall receive for services to berendered hereunder an annual base salary of$                           ,payable on the Company’s regular payroll dates, subject to increase at thediscretion of the Company, and subject to standard withholdings for taxes andsocial security and the like.  TheCompany shall review Executive’s salary on a periodic basis and may, in itssole discretion, increase Executive’s salary.

 

(b)                                 IncentivePlans.  During the term hereof,Executive shall be eligible to participate in any annual incentive bonus planand long-term incentive plan (including, without limitation, any stock optionplan) of the Company generally available to Company employees of a levelcomparable to Executive.  Suchparticipation shall be subject to and on a basis consistent with the terms,conditions and administration of any such plan.  Executive understands that (i) the Company shall havediscretion to determine Executive’s level of participation in any such plan and(ii) any such plan may be modified or eliminated in the Company’s solediscretion in accordance with applicable law and the terms of such plan.

 

(c)                                  Participationin Benefit Plans.  During the termhereof, Executive shall be entitled to participate in any group insurance,hospitalization, medical, dental, health and accident, disability, retirementincome or similar plan or program of the Company to the extent that he iseligible under the general provisions thereof. The Company may, in its discretion and from time to time, establishadditional management benefit programs as it deems appropriate.  Executive understands that any such plansmay be modified or eliminated in the Company’s discretion in accordance withapplicable law.

 

(d)                                 Vacation.  Executive shall be entitled to a period ofannual paid vacation time equal to the period provided to employees of acomparable level by the Company’s policies and procedures.  The days selected for Executive’s vacationmust be mutually agreeable to the Company and Executive.

 

**3.****                                      Perquisites.**

 

(a)                                  Financial Planning/Club Dues Allowance.  Duringeach calendar year during the term hereof, Executive will receive reimbursementfor expenses incurred during such year for (i) personal financial/taxplanning, (ii) estate planning (including legal fees) and (iii) club(*e.g.,*country club, health club, social club) dues; *provided, however,* that thereimbursable amount for any such year shall not exceed 2% of Executive’s basesalary paid during such year.

 

(b)                                 Automobile Allowance. Executive shall be entitled to a monthly auto-mobile allowance.

 

**4.****                                      BusinessExpenses.**  Executive shall bereimbursed for documented and reasonable business expenses in connection withthe performance of his duties hereunder.

 

**5.****                                      Terminationof Employment.**  The date onwhich Executive’s employment by the Company ceases, under any of the followingcircumstances, shall be defined herein as the 

 

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“Termination Date.” All capitalized terms used in this Section 5 without definition willhave the meanings set forth in Section 5(h).

 

(a)                                  Terminationfor Cause.  The Company mayterminate Executive’s employment at any time for Cause immediately upon writtennotice to Executive of the circumstances leading to such termination forCause.  If Executive’s employment isterminated for Cause, Executive shall receive payment for all accrued salarythrough the Termination Date (which in this event shall be the date upon whichnotice of termination is given) and the Earned Benefits.  The Company shall have no obligation to payseverance of any kind nor to make any payment in lieu of notice if Executive isterminated for Cause.

 

(b)                                 VoluntaryTermination.  Executive mayvoluntarily terminate his employment with the Company at any time upon 30 days’prior written notice.  Within ten daysafter the Termination Date, Executive shall receive payment for all accruedsalary through the Termination Date and the Earned Benefits, after which nofurther compensation of any kind or severance payment will be payable underthis Agreement.

 

(c)                                  TerminationUpon Disability.  The Company mayterminate Executive’s employment in the event Executive suffers a disabilitythat renders Executive unable to perform the essential functions of hisposition, even with reasonable accommodation in compliance with the Americanswith Disabilities Act, for three consecutive months within any six monthperiod.  Within ten days after theTermination Date, which in this event shall be the date upon which notice oftermination is given, Executive shall receive payment for all accrued salarythrough the Termination Date and the Earned Benefits, after which no furthercompensation will be payable under this Agreement.  The foregoing shall not affect any rights that Executive may haveunder applicable workers’ compensation laws or any disability plan of theCompany.

 

(d)                                 TerminationWithout Cause.  The Company mayterminate Executive’s employment without Cause at any time upon 30 days’ priorwritten notice.  Executive will bedeemed to have been terminated without Cause if the Company elects not to renewthis Agreement pursuant to Section 1(e). Within ten days after the Termination Date, Executive shall receivepayment for all accrued salary through the Termination Date and the EarnedBenefits.  In addition

 

(i)                                     Throughthe first anniversary of the Termination Date the Company will offer continuedmedical-related insurance coverage to Executive at the levels and at the ratesapplicable from time to time to comparable active employees of the Company.  Medical-related insurance coverage includeshealth, dental, vision and/or cancer. COBRA continuation coverage eligibility shall commence as of the dayfollowing the first anniversary of the Termination Date.  Notwithstanding the above, coverage underthe Company’s group medical plan shall cease on the date (A) Executivefails to pay the required premium on time, (B) Executive becomes eligiblefor coverage under Medicare or the group health plan of any other employer, or(C) the Company terminates its group medical plan as to all its employees.

 

(ii)                                  TheCompany shall pay Executive as severance the following:

 

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(A)                              Ifthe Termination Date occurs other than within 18 months after a Change inControl, an amount equal to (x) 100% of Executive’s annual base salary asin effect immediately prior to the Termination Date plus (y) the ProratedBonus.  The severance called for byclause (x) shall be paid in equal installments on each of the Company’s regularpayroll dates during the 12-month period commencing on the first such payrolldate following the Termination Date and the Prorated Bonus will be paid if andwhen the Company generally pays bonuses under the IC Plan to its otheremployees with respect to the Termination Year.

 

(B)                                Ifthe Termination Date occurs within 18 months after a Change in Control, anamount equal to (x) 100% of Executive’s annual base salary as in effectimmediately prior to the Termination Date plus (y) 100% of Executive’starget bonus under the IC Plan for the Termination Year, plus (z) the ProForma Bonus.  The severance shall bepaid in a single lump sum within ten days after the Termination Date.

 

(iii)                               TheCompany will pay up to $25,000 of the cost of an executive level individualizedcareer transition program through a professional outplacement firm selected bythe Company if such program is initiated within 30 days after the TerminationDate.

 

If Executive dies after the Termination Date, thepayment or payments due thereafter under Section 5(d)(ii)(A) or (B) shallbe made to Executive’s estate but the benefits provided inSections 5(d)(i) and (iii) shall terminate as of the date of death.  As a condition to receiving the payments andbenefits provided by this Section 5(d) (other than payment for all accruedsalary through the Termination Date and the Earned Benefits, which shall bepayable in any case), Executive shall execute and deliver to the Company on theTermination Date a general release in the form attached hereto asExhibit A.

 

(e)                                  FundamentalChanges.  If the Company(i) materially diminishes Executive’s duties, authority, responsibility orcompensation without performance justification, (ii) breaches thisAgreement in any material respect, or (iii) requires Executive, within 18 months after a Change in Controlthat occurs prior to January 1, 2004,to move his primary residence or place of employment out of the metropolitanarea in which it is then located, Executive may terminate hisemployment, *provided*that Executive has given the Company 30 days’ written notice prior to suchtermination and the Company has not cured such diminution or breach orrescinded such relocation requirement, as the case may be, by the end of such30-day period.  A termination in suchcircumstances shall be treated as a Company termination without Cause andExecutive shall be entitled to the payments and benefits provided inSection 5(d).

 

(f)                                    NoOther Payments or Benefits.  Exceptas otherwise expressly provided in this Agreement, (i) after theTermination Date Executive will not be entitled to any payments from theCompany and (ii) on the Termination Date Executive’s participation in andcoverage under the Company’s benefit programs (including the ATC RetirementSavings Plan (*i.e.*, the 401(k) plan) and the Company’s group life anddisability insurance plans) shall cease; *provided*that Executive shall retain any right to convert to individual coverage aspermitted under these insurance plans and to any vested benefits under the401(k) plan and the Company’s stock option plans.

 

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(g)                                 Withholding.  Any amounts payable under this Section 5shall be subject to standard withholdings for taxes and social security and thelike.

 

(h)                                 Definitions.

 

(i)                                     “*Cause*”means the occurrence or existence of any of the following with respect toExecutive, as determined by the Company in its sole discretion:

 

(A)                              amaterial breach by Executive of (x) his duty not to engage in anytransaction that represents, directly or indirectly, self-dealing with theCompany or any of its affiliates that has not been approved by the Company, or(y) the terms of his employment, if in any such case such material breachremains uncured after the lapse of 30 days following the date that the Companyhas given Executive written notice thereof;

 

(B)                                thematerial breach by Executive of any duty referred to in clause (A) above as towhich at least one written notice has been given pursuant to clause (A);

 

(C)                                anyact of dishonesty, misappropriation, embezzlement, intentional fraud or similarconduct involving the Company or any of its affiliates;

 

(D)                               theconviction or the plea of nolo contendere or the equivalent in respect of afelony involving moral turpitude;

 

(E)                                 anyintentional damage of a material nature to any property of the Company or anyof its affiliates;

 

(F)                                 therepeated non-prescription use of any controlled substance or the repeated useof alcohol or any other non-controlled substance that, in the reasonabledetermination of the Company renders Executive unfit to serve in his capacityas an employee of the Company or its affiliates; or

 

(G)                                failureto perform his duties in a reasonably satisfactory manner where such failurehas continued for 30 days following written notice thereof; *provided, however,* that this Section5(h)(i)(G) shall cease to be of effect upon a Change in Control.

 

(ii)                                  *“Change in Control”* means the first tooccur of the following:

 

(A)                              any sale ortransfer or other conveyance, whether direct or indirect, of all orsubstantially all of the assets of the Company, on a consolidated basis, in onetransaction or a series of related transactions, unless, immediately aftergiving effect to such transaction, at least 85% of the total voting powernormally 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 totalvoting power normally entitled to vote in the election of directors of theCompany;

 

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(B)                                any Personor Group other than an Excluded Person is or becomes the “beneficial owner,”directly or indirectly, of more than 35% of the total voting power in theaggregate of all classes of capital stock of the Company then outstandingnormally entitled to vote in elections of directors, unless the percentage soowned by an Excluded Person is greater;

 

(C)                                during anyperiod of 12 consecutive months, individuals who at the beginning of such12-month period constituted the Company’s Board of Directors (together with anynew directors whose election by such Board or whose nomination for election bythe shareholders of the Company was approved by a vote of a majority of thedirectors then still in office who were either directors at the beginning ofsuch period or whose election or nomination for election was previously soapproved) cease for any reason to constitute a majority of the Company’s Boardof Directors then in office; or

 

(D)                               areorganization, merger or consolidation of the Company the consummation ofwhich results in the outstanding securities of any class of the Company’scapital stock being exchanged for or converted into cash, property and/or adifferent kind of securities, unless, immediately after giving effect to suchtransaction, at least 85% of the total voting power normally entitled to votein the election of directors, managers or trustees, as applicable, of theentity surviving or resulting from such reorganization, merger or consolidationis “beneficially owned” by persons who, immediately prior to the transaction,beneficially owned 100% of the total voting power normally entitled to vote inthe election of directors of the Company.

 

(iii)                               *“Earned Benefits”* means any (x) bonusthat is payable to Executive under the IC Plan with respect to the calendaryear preceding the Termination Year but that has not been paid prior to theTermination Date, (y) vacation time that has accrued as of the TerminationDate, and (z) other entitlements to cash payments that have accrued as ofthe Termination Date.

 

(iv)                              *“Excluded Person”* has themeaning set forth in that certain Indenture dated as of August 2, 1994 by andamong the Company, the Guarantors named therein and American Bank NationalAssociation.

 

(v)                                 *“IC Plan”* means the Company’s annualincentive compensation plan or similar plan instituted in place of theincentive compensation plan.

 

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

 

(vii)                           *“Pro Forma Bonus”* means (A) thegreater of (x) Executive’s bonus under the IC Plan for the TerminationYear based on the Company’s projected performance for the Termination Year,such projection to be determined by annualizing the performance for thosemonths of the Termination Year that are completed prior to the TerminationDate, or (y) Executive’s target bonus under the IC Plan for the TerminationYear 

 

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multiplied by (B) a fraction (x) the numerator of which isthe number of days that have elapsed in the Termination Year through theTermination Date and (y) the denominator of which is 365.

 

(viii)                        *“Prorated Bonus”* means the bonus, if any,that would have been payable to Executive under the IC Plan with respect to theTermination Year multiplied by a fraction (A) the numerator of which isthe number of days that have elapsed in the Termination Year through theTermination Date and (B) the denominator of which is 365.

 

(ix)                                *“Termination Year”* means the calendar yearin which the Termination Date occurs.

 

**6.****                                      ProprietaryInformation Obligations.**  Priorto and/or during the term of employment under this Agreement, Executive has hadand/or will have access to and has become and/or will become acquainted withthe confidential and proprietary information of the Business and the Companyand its affiliates, including but not limited to confidential and proprietaryinformation or plans regarding customer relationships; personnel; sales,marketing, and financial operations and methods; trade secrets; formulas;devices; secret inventions; processes and other compilations of information,records, and specifications (collectively “Proprietary Information”).  Executive shall not disclose any of theProprietary Information directly or indirectly, or use it in any way, eitherduring the term of this Agreement, or at any time thereafter, except asrequired in the course of his employment hereunder or as authorized in writingby the Company.  All files, records,documents, computer-recorded information, drawings, specifications, equipmentand similar items relating to the Business or the Company or its affiliates,whether prepared by Executive or otherwise coming into his possession prior toor during the term of this Agreement, shall remain the exclusive property ofthe Company or such affiliate and shall not be removed from the premises of theCompany or its affiliate under any circumstances whatsoever without the priorwritten consent of the Company, except when (and only for the period) necessaryto carry out Executive’s duties hereunder, and if removed shall be immediatelyreturned upon any termination of his employment and no copies thereof shall bekept by Executive.

 

**7.****                                      Noninterference.**  While employed by the Company and for aperiod of three years thereafter, Executive shall not, without the priorwritten consent of the Company, interfere with the Company or any of itsaffiliates by directly or indirectly soliciting, attempting to solicit,inducing, or otherwise causing or assisting any person who is then employed bythe Company or any of its affiliates to terminate such employment in order tobecome an employee, consultant or independent contractor to or for any employerother than the Company or such affiliate.

 

**8.****                                      Noncompetition.**  Executive agrees that during the term ofthis Agreement and for a period of 18 months after the termination hereof, hewill not, without the prior consent of the Company, directly or indirectly,have an interest in, be employed by, be connected with, or have an interest in(as an employee (whether full-time, part-time or temporary), consultant,officer, director, partner, stockholder, joint venturer, promoter or lender),any person or entity owning, managing, controlling, operating or otherwiseparticipating or assisting in any business that is similar to or in competitionwith the Business (or any portion thereof) in the United States of America; *provided,however*, that the foregoing shall not prevent Executive from being astockholder of less than 1% of the issued and outstanding securities of anyclass of a corporation listed on a national securities exchange or designatedas national market system securities on an 

 

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interdealer quotation system by the NationalAssociation of Securities Dealers, Inc. Without limiting the generality of the foregoing, a business will bedeemed to be in competition with the Business at a given point in time if anyof the customers of such business were customers of the Business at any timeduring the 18 months preceding the time in question.

 

**9.****                                      Remedies.**  Executive acknowledges that a breach orthreatened breach by Executive of any the provisions of Sections 6, 7 or 8will result in the Business and the Company and its affiliates sufferingirreparable harm that cannot be calculated or fully or adequately compensatedby recovery of damages alone. Accordingly, Executive agrees that the Company shall be entitled tointerim, interlocutory and permanent injunctive relief, specific performanceand other equitable remedies, in addition to any other relief to which theCompany may become entitled should there be such a breach or threatened breach.

 

**10.****                               Miscellaneous.**

 

(a)                                  Notices.  Any notices provided hereunder must be inwriting and shall be deemed effective upon the earlier of (i) personaldelivery (including personal delivery by telecopy, if a copy is sent by mail orovernight delivery), (ii) the business day following being sent through anovernight delivery service, or (iii) the third business day after mailingby first class mail to the recipient at the address indicated below:

 

To the Company:

 

Aftermarket Technology Corp.One Oak Hill Center, Suite 400Westmont, IL 60559Attention:     Chief Executive OfficerFacsimile:     (630) 455-0630

 
| To Executive: |   |
|---------------|--------|
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or to such other address or to the attention of suchother person as the recipient party will have specified by prior written noticeto the sending party.

 

(b)                                 Severability. The provisions of this Agreement are severable and, if any court ofcompetent jurisdiction determines that any provision contained in thisAgreement shall, for any reason, be invalid, illegal or unenforceable in anyrespect, such invalidity, illegality or unenforceability shall not affect anyother provision of this Agreement, and this Agreement shall be reformed andconstrued so that such invalid or illegal or unenforceable provision would bevalid, legal and enforceable to the maximum extent possible.

 

(c)                                  EntireAgreement.  This Agreementconstitutes the full and complete understanding and agreement of the partieswith respect to the subject matter hereof and 

 

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supersedes all prior oral and written andcontemporaneous oral understandings and agreements with respect to the subjectmatter hereof.

 

(d)                                 Counterparts.  This Agreement may be executed on separatecounterparts, any one of which need not contain signatures of more than oneparty, but all of which taken together will constitute one and the sameagreement.

 

(e)                                  Successorsand Assigns.  This Agreement isintended to bind and inure to the benefit of and be enforceable by Executiveand the Company, and their respective successors and assigns, except thatExecutive may not delegate any of his duties hereunder and he may not assignany of his rights hereunder without the prior written consent of the Company.

 

(f)                                    Attorney’sFees.  If any legal proceeding isnecessary to enforce or interpret the terms of this Agreement, or to recoverdamages for breach therefore, the prevailing party shall be entitled toreasonable attorney’s fees, as well as costs and disbursements, in addition to anyother relief to which he or it may be entitled.

 

(g)                                 Amendments;No Waivers.  Any provision of thisAgreement may be amended or waived if such amendment or waiver is in writingand signed, in the case of an amendment, by all parties hereto, and in the caseof a waiver, by the party against whom the waiver is to be effective.  No waiver by a party of any breach of thisAgreement shall be deemed to extend to any prior or subsequent breach or affectin any way any rights arising by virtue of any prior or subsequent breach.  No failure or delay by a party in exercisingany right, power or privilege hereunder shall operate as a waiver thereof norshall any single or partial exercise thereof preclude any other or furtherexercise thereof or the exercise of any other right, power or privilege.  The rights and remedies herein providedshall be cumulative and not exclusive of any rights or remedies provided bylaw.

 

(h)                                 Governing Law and Venue.  ThisAgreement shall be governed by and construed and enforced in accordance withthe internal laws (without reference to choice or conflict of laws) of the State of Illinois.  The parties to this Agreement herebyirrevocably consent to the exclusive venue and jurisdiction of the state andfederal courts sitting in the State of Illinois for any matter or controversyconcerning either the existence or enforcement of this Agreement and herebywaive any contention that Illinois is an improper or inconvenient forum.

 

(i)                                     Construction.  The captions herein are included for convenienceof reference only and shall be ignored in the construction or interpretationhereof.  Neither party hereto, nor itsrespective counsel, shall be deemed the drafter of this Agreement, and allprovisions of this Agreement shall be construed in accordance with their fairmeaning, and not strictly for or against either party hereto.

 

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IN WITNESS WHEREOF, the parties have executed thisAgreement effective as of the date first above written.

 
|   |                         |
|--------|------------------------------|
|   | [Executive]                  |
|   |                         |
|   |                         |
|   | AFTERMARKET TECHNOLOGY CORP. |
|   |                         |
|   |                         |
|   | By:                          |   |
|   |                         | Michael T. DuBose  President and Chief Executive Officer |

 

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