Walbro Corp Sample Contracts

Walbro Corp – EQUITY BASED LONG TERM INCENTIVE PLAN (April 1st, 1999)

1 EXHIBIT 10.2 WALBRO CORPORATION EQUITY BASED LONG TERM INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 20, 1994) SECTION 1. Purposes; Definitions. This Equity Based Long Term Incentive Plan was adopted by the Board of Directors on February 6, 1991 and approved by the Shareholders on April 23, 1991. The Board of Directors of the Company has determined to amend and restate the Plan, effective June 20, 1994 to permit certain awards in respect of non-employee directors, and effective as of the date of the executive hereof, to permit certain other modifications the Board of Directors deems appropriate, subject to the approval of the Company's shareholders. The purpose of the Plan as amended and restated is to enable officers, key employees and directors of the Company and its Affiliates, its subsidiaries

Walbro Corp – Financing and Security Agreement (April 1st, 1999)

1 EXHIBIT 4.15 Financing and Security Agreement Dated May 29, 1998 By and Between WALBRO CORPORATION and Subsidiaries and NationsBank, N. A., as Administrative Agent and Lender 2 FINANCING AND SECURITY AGREEMENT 1 RECITALS 1 AGREEMENTS 1 ARTICLE I DEFINITIONS

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT (April 1st, 1999)

1 EXHIBIT 10.23 WALBRO CORPORATION AMENDED AND RESTATED TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR FRANK E. BAUCHIERO 2 TABLE OF CONTENTS PAGE 1. Term and Application............................................................ 1 2. Office and Duties............................................................... 2 3. Salary and Annual Incentive Compensation........................................ 2 4. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbur

Walbro Corp – AMENDMENT NO. 1 TO FINANCING AND SECURITY AGREEMENT (April 1st, 1999)

1 EXHIBIT 4.16 AMENDMENT NO. 1 TO FINANCING AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO FINANCING AND SECURITY AGREEMENT (this "Amendment") is made as of this day of December, 1998, by and between WALBRO CORPORATION, a corporation organized under the laws of the State of Delaware (the "Parent"), and each corporation identified on Schedule 1.1-A attached to and made a part of the Financing and Security Agreement dated May 29, 1998 (the "Original Financing Agreement"), and NATIONSBANK, N.A., a national banking association, in its capacity as both collateral and administrative agent (the "Administrative Agent"), and each of the Lenders under the Original Financing Agreement (collectively, the "Lenders" and individually, a "Lender"). RECITALS A. The Parent and the Domestic Borrowers (collectively, the "Borrowers") have applied to the Lenders for

Walbro Corp – EMPLOYMENT AGREEMENT (April 1st, 1999)

1 EXHIBIT 10.22 WALBRO CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR FRANK E. BAUCHIERO Effective April 17, 1998 2 TABLE OF CONTENTS 1. Employment.......................................................... 1 2. Term................................................................ 1 3. Office and Duties................................................... 2 4. Salary and Annual Incentive Compensation............................ 2 5. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement.................... 3 6. Governing Law; Reimbursements..............................

Walbro Corp – GENERAL PARTNERSHIP AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.14 GENERAL PARTNERSHIP AGREEMENT OF TUCSON PRECISION PRODUCTS THIS GENERAL PARTNERSHIP AGREEMENT is entered into this 18th day of August, 1995, by and between Iwaki Diecast U.S.A., Inc., a company organized and existing under the laws of Arizona ("IDC") and Walbro Tucson Corp., a company organized and existing under the laws of the State of Delaware ("Walbro") (each of the parties hereto are hereinafter referred to, individually, as a "Partner," and collectively as the "Partners"). ARTICLE I FORMATION OF PARTNERSHIP The parties hereby enter into a general partnership (the "Partnership") under the provisions of the Uniform Partnership Act of the State of Delaware (the "Act") and, except as herein otherwise expressly provided, th

Walbro Corp – JOINT VENTURE AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.7 JOINT VENTURE AGREEMENT This Joint Venture Agreement (the "Agreement") is made and entered into as of the day of January 1, 1993, between WALBRO AUTOMOTIVE CORPORATION, a Delaware corporation whose registered office is located at Auburn Hills, Michigan 48326 USA, ("Walbro"), and JAEGER S.A., a company incorporated under the laws of France with share capital of FRF 156,000,000, whose registered office is located at 19 rue Lavoisier, 9200 Nanterre France and registered at the Company and Commercial Registry of Nanterre number B552150195, represented by Frederic Girardot ("Jaeger"). Jaeger is an indirect, majority-controlled subsidiary of Magneti Marelli S.p.A., a company incorporated under the laws of Italy ("Marelli"). Walbro and Jaeger are hereinafter collectively referred to as "the parties". R E C I T A L S: A. Wa

Walbro Corp – LOAN AGREEMENT (June 3rd, 1998)

1 EXHIBIT 4.8 LOAN AGREEMENT BETWEEN ________________________________________________________________________________ ________________________________________________________________________________ CITY OF LIGONIER, INDIANA AND SHARON MANUFACTURING COMPANY ________________________________________________________________________________ ________________________________________________________________________________ RELATING TO $6,300,000 CITY OF LIGONIER, INDIANA ECONOMIC DEVELOPMENT REVENUE BONDS (SHARON MANUFACTURING COMPANY PROJECT) SERIES 1992

Walbro Corp – JOINT VENTURE AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.11 JOINT VENTURE AGREEMENT This Joint Venture Agreement (the "Agreement") is made and entered into as of November 30, 1994, between WALBRO AUTOMOTIVE CORPORATION, ("WALBRO") a Delaware corporation located at Auburn Hills, Michigan 48326 USA, and DAEWOO PRECISION INDUSTRIES, LTD. ("DPI"), a company incorporated under the laws of The Republic of Korea ("Korea") located at P.O. Box 25 Kum-Jeong, Pusan, Korea. DPI is an affiliate of Daewoo Motor Company Limited ("Daewoo"), a company incorporated under the laws of Korea. Walbro and DPI are hereinafter collectively referred to as "the parties". R E C I T A L S: A. Walbro designs and manufactures fuel delivery subsystems as original equipment for application on automotive electronic fuel injection systems. B. Walbro has advanced technology with respect to auto

Walbro Corp – SEPARATION AGREEMENT AND GENERAL RELEASE (June 3rd, 1998)

1 EXHIBIT 10.29 SEPARATION AGREEMENT AND GENERAL RELEASE Walbro Corporation ("Walbro" or the "Company") and Lambert E. Althaver (the "Executive") hereby enter into this Separation Agreement ("Agreement") this 20th day of May, 1998: WHEREAS, Executive has been employed as Chief Executive Officer of Walbro and been an officer and director with various entities affiliated with Walbro, including without limitation, Walbro Corporation; Walbro Netherlands B.V.; Auburn Die Cast; U.S. Coexcell, Inc.; Walbro Automotive Japan, Inc.; Walbro Korea, Ltd.; Walbro Automotive S.A. - France; Walbro Automotive AS - Norway; Walbro Automotive Limited - United Kingdom; Walbro Automotive FSC, Inc.; CME, Marwal Systems, SNC; Mitsuba-Walbro, Inc.; and Whitehead Engineered Products, Inc. (collectively, the "Affiliates"); and WHEREAS, Walbro and Executive are parties to a certain Employment

Walbro Corp – AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.1 AGREEMENT THIS AGREEMENT is entered into this 12th day of December, 1986 by and between MITSUBA ELECTRIC MANUFACTURING COMPANY, LTD., a company organized and existing under the laws of Japan, ("MITSUBA"), having its principal office at 2681, Hirosawacho 1-chome, Kiryu City, Japan and WALBRO CORPORATION, a company organized and existing under the laws of the State of Delaware, with its principal office at 6242 Garfield Street, Cass City, Michigan 48726 USA ("WALBRO"). WITNESSETH WHEREAS, MITSUBA and WALBRO wish to establish a corporation ("NEWCO") pursuant to the laws of Japan to engage in the manufacture and sale of automotive fuel systems components ("PRODUCTS") to Japanese automotive original equipment) manufacturers and the replacement market on the terms and conditions hereinafter set forth; NOW, TH

Walbro Corp – JOINT VENTURE CONTRACT (June 3rd, 1998)

1 EXHIBIT 10.9 SINO-FOREIGN JOINT VENTURE FUJIAN HUALONG CARBURETOR CO. LTD. JOINT VENTURE CONTRACT CHAPTER I GENERAL PROVISIONS ARTICLE 1 In accordance with "The Law of the People's Republic of China on Sino-Foreign Joint Ventures" and other relevant Chinese laws and regulations, adhering to the principle of equality and mutual benefit and through friendly consultations, it is hereby agreed that Fujian Hualong Carburetor Co. Ltd., a limited liability company (hereinafter referred to as the "Joint Venture Company"), shall be set up in Fuding County, Fujian Province. The contract is worked out hereunder. CHAPTER II PARTIES TO THE JOINT VENTURE ARTICLE 2 Parties to the joint venture: FUJIAN FUDING CARBURETOR FACTORY (hereinafter referred to as "Party A

Walbro Corp – EQUITY BASED LONG TERM INCENTIVE PLAN (June 3rd, 1998)

1 EXHIBIT 10.2 WALBRO CORPORATION EQUITY BASED LONG TERM INCENTIVE PLAN (AS AMENDED AND RESTATED EFFECTIVE JUNE 20, 1994) SECTION 1. Purposes; Definitions. This Equity Based Long Term Incentive Plan was adopted by the Board of Directors on February 6, 1991 and approved by the Shareholders on April 23, 1991. The Board of Directors of the Company has determined to amend and restate the Plan, effective June 20, 1994 to permit certain awards in respect of non-employee directors, and effective as of the date of the executive hereof, to permit certain other modifications the Board of Directors deems appropriate, subject to the approval of the Company's shareholders. The purpose of the Plan as amended and restated is to enable officers, key employees and directors of the Company and its Affiliates, its subsidiaries and affiliates to partici

Walbro Corp – AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.10 AGREEMENT This Agreement dated February 7th, 1995 by and among: 1. Walbro Corporation, a Delaware corporation whose registered office is located at Cass City, Michigan 48726 USA, represented by Mr. Gary L. Vollmar (Walbro). 2. Walbro Automotive Corporation (Automotive), a Delaware corporation whose registered office is located at Auburn Hills, Michigan 48326 USA, represented by Mr. Gary L. Vollmar. 3. Magneti Marelli France S.A., a company incorporated under the laws of France with share capital of FRF 424,494,000, whose registered office is located at 19 rue Lavoisier, 9200 Nanterre France and registered at the Company and Commercial Registry of Nanterre number B652044827, represented by Mr. Frederic Girardot (MM) which came to the rights of Jaeger S.A. when it wa

Walbro Corp – FIRST AMENDMENT TO RIGHTS AGREEMENT (June 3rd, 1998)

1 EXHIBIT 4.7 FIRST AMENDMENT TO RIGHTS AGREEMENT THIS FIRST AMENDMENT TO RIGHTS AGREEMENT is entered into as of this ____ day of February, 1991, by and between WALBRO CORPORATION, a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent") amending that certain Rights Agreement (the "Rights Agreement") dated as of December 8, 1988 between the Company and the Rights Agent. W I T N E S S E T H: WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement, as authorized by Section 27 of the Rights Agreement, by altering, adding, and deleting the provisions set forth herein in the manner set forth below; and WHEREAS, the parties have complied with or satisfied all conditions necessary to the amendment of the Rights Agreement; NOW, THEREFORE, in consideration of the premi

Walbro Corp – SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (June 3rd, 1998)

1 EXHIBIT 10.28 WALBRO CORPORATION SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN -------- EFFECTIVE JANUARY 1, 1997 2 TABLE OF CONTENTS -------------------------------------------------------------------------------- PAGE ARTICLE I DEFINITIONS .................................................... 1 1.1 "Actuarial Equivalent"................................. 1 1.2 "Appendix"............................................. 1 1.3 "Base Salary".......................................... 1 1.4 "Beneficiary".......................................... 1 1.5 "Benefit Trust Committee".............................. 1 1.6 "Board of Directors"................................... 1 1.7 "Change of C

Walbro Corp – Financing and Security Agreement (June 3rd, 1998)

1 EXHIBIT 4.27 Financing and Security Agreement Dated May 29, 1998 By and Between WALBRO CORPORATION and Subsidiaries and NationsBank, N. A., as Administrative Agent and Lender 2 FINANCING AND SECURITY AGREEMENT 1 RECITALS 1 AGREEMENTS 1 ARTICLE I DEFINITIONS

Walbro Corp – WAIVER AGREEMENT (April 15th, 1998)

1 EXHIBIT 4.26 WALBRO CORPORATION AMENDED AND RESTATED SECOND AMENDMENT AND WAIVER AGREEMENT $45,000,000 Principal Amount Senior Notes Due October 1, 2004 Dated as of March 3, 1998 Principal Mutual Life Insurance Company 711 High Street Des Moines, Iowa 50392-0800 Attention: Investment Department, Securities Division The Mutual Life Insurance Company of New York MONY Life Insurance Company of America 1740 Broadway New York, New York 10019 Nationwide Life Insurance Company Nationwide Life and Annuity Insurance Company One Nationwide Plaza Columbus, Ohio 43215-2220 Ladies and Gentlemen: Reference is made to t

Walbro Corp – PURCHASE MONEY GUARANTY (February 5th, 1998)

1 EXHIBIT 4.24 EXECUTION COPY PURCHASE MONEY GUARANTY This PURCHASE MONEY GUARANTY (this "Purchase Money Guaranty") is made as of the 27th day of August, 1997 by Walbro Corporation, a Delaware corporation (the "Company" and each of the other undersigned guarantors (any and all such guarantors collectively, including the Company, the "Guarantors" and individually each a "Guarantor"), to Comerica Bank, as Agent ("Agent") for and on behalf of the Banks (as defined below). RECITALS A. Pursuant to that certain Walbro Corporation Purchase Money Loan Agreement (as amended or otherwise modified from time to time, the "Purchase Money Loan Agreement") by and among the Company, Agent and the banks which are named in and are signatories to the Purchase Money Loan Agreement ("Banks"), the Banks ha

Walbro Corp – PURCHASE AGREEMENT (February 5th, 1998)

1 EXHIBIT 4.2 $100,000,000 WALBRO CORPORATION 10 1/8% SENIOR NOTES DUE 2007 PURCHASE AGREEMENT December 11, 1997 SALOMON BROTHERS INC Seven World Trade Center New York, New York 10048 Dear Sirs: Walbro Corporation, a Delaware corporation (the "Company"), proposes, upon the terms and conditions set forth herein, to issue and sell to Salomon Brothers Inc. (the "Initial Purchaser"), $100,000,000 aggregate principal amount of its 10 1/8% Senior Notes due 2007 (the "Senior Notes"). The Senior Notes will be issued pursuant to the provisions of an indenture, to be dated as of December 15, 1997 (the "Indenture"), among the Company, the Guarantors (as defined herein) and Bankers Trust Company, as trustee (the "Trustee"). Initia

Walbro Corp – Indenture (February 5th, 1998)

1 EXHIBIT 4.1 ================================================================================ Indenture Dated as of December 15, 1997 among WALBRO CORPORATION, as Issuer, WALBRO AUTOMOTIVE CORPORATION, WALBRO ENGINE MANAGEMENT CORPORATION, SHARON MANUFACTURING COMPANY, WHITEHEAD ENGINEERED PRODUCTS, INC., as Guarantors, and BANKERS TRUST COMPANY, as Trustee --------------------- $100,000,000 10 1/8% Senior Notes due 2007, Series A

Walbro Corp – PURCHASE MONEY SECURITY AGREEMENT (February 5th, 1998)

1 EXHIBIT 4.25 EXECUTION COPY PURCHASE MONEY SECURITY AGREEMENT This PURCHASE MONEY SECURITY AGREEMENT ("Security Agreement") is made as of this 27th day of August, 1997 by and among Walbro Corporation, Delaware corporation (the "Company"), and such Designated Borrowers (as defined below) which from time to time become parties hereto (collectively, including the Company, the "Debtors" and individually each a "Debtor") and Comerica Bank, a Michigan banking corporation, as Agent for and on behalf of the Banks (as defined below) ("Secured Party"). RECITALS A. WHEREAS, pursuant to that certain Walbro Corporation Purchase Money Loan Agreement dated as of August 27, 1997 (as amended or otherwise modified from time to time, the "Purchase Money Loan Agreement"), among the Company, each

Walbro Corp – REGISTRATION RIGHTS AGREEMENT (February 5th, 1998)

1 EXHIBIT 4.3 ================================================================================ 10 1/8% SENIOR NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENT Dated December 11, 1997 by and among WALBRO CORPORATION, WALBRO AUTOMOTIVE CORPORATION, WALBRO ENGINE MANAGEMENT CORPORATION, SHARON MANUFACTURING COMPANY, WHITEHEAD ENGINEERED PRODUCTS, INC. and SALOMON BROTHERS INC ================================================================================ 2 This Registration Rights Agreement is made and entered into this 11th day of December, 1997, by and among Walbro Corporation, a Delaware corporation (the "Company"),

Walbro Corp – EMPLOYMENT AGREEMENT FOR MICHAEL A. SHOPE (March 28th, 1997)

1 EXHIBIT 10.25 WALBRO CORPORATION ________________________________________________________________________ EMPLOYMENT AGREEMENT FOR MICHAEL A. SHOPE ________________________________________________________________________ 1. Employment 1 2. Term 1 3. Office and Duties 1 4. Salary and Annual Incentive Compensation 2 5. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement 2 6. Governing Law; Expense Reim

Walbro Corp – Indenture (March 28th, 1997)

1 EXHIBIT 4.12 WALBRO CORPORATION, as Issuer and BANKERS TRUST COMPANY, as Trustee ______________ Indenture Dated as of February 3, 1997 $61,855,675* 8% Convertible Subordinated Debentures Due 2017 ______________ _______________________________________________________________ __________________________________ * Subject to increase to up to $71,134,025 in the event an over-allotment option is exercised. 2 Walbro Corporation Certain Sections of this Indenture relating to Sections 310 through 318 of the Trust Indenture A

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.24 TERMINATION AND CHANGE OF CONTROL AGREEMENT THIS TERMINATION AND CHANGE OF CONTROL AGREEMENT ("Termination Agreement") is dated as of the 16 day of August, 1996, by and between WALBRO CORPORATION, a Delaware corporation (the "Company") and Daniel L. Hittler ("Executive"), and shall become effective as of August 16 , 1996 (the "Effective Date"). W I T N E S S E T H The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.30 TERMINATION AND CHANGE OF CONTROL AGREEMENT THIS TERMINATION AND CHANGE OF CONTROL AGREEMENT ("Termination Agreement") is dated as of the 16 day of August, 1996, by and between WALBRO CORPORATION, a Delaware corporation (the "Company") and Richard H. Whitehead III ("Executive"), and shall become effective as of August 16, 1996 (the "Effective Date"). W I T N E S S E T H The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR FRANK E. BAUCHIERO (March 28th, 1997)

1 EXHIBIT 10.32 WALBRO CORPORATION ________________________________________________________________________________ TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR FRANK E. BAUCHIERO ________________________________________________________________________________ 2 WALBRO CORPORATION ________________________________________________________________________________ TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR FRANK E. BAUCHIERO ________________________________________________________________________________ 1. Term and Application ................................................. 1 2. Office and Duties .................................................... 1 3. Salary and Annual Incentive Compensation ........

Walbro Corp – EMPLOYMENT AGREEMENT FOR LAMBERT E. ALTHAVER (March 28th, 1997)

1 EXHIBIT 10.21 WALBRO CORPORATION ________________________________________________________________________ EMPLOYMENT AGREEMENT FOR LAMBERT E. ALTHAVER ________________________________________________________________________ 1. Employment ....................................... 1 2. Term ............................................. 1 3. Office and Duties ................................ 1 4. Salary and Annual Incentive Compensation ......... 2 5. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement .................................... 2 6. Governing Law; Ex

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR (March 28th, 1997)

1 EXHIBIT 10.28 WALBRO ENGINE MANAGEMENT CORPORATION ________________________________________________________________________ TERMINATION AND CHANGE OF CONTROL AGREEMENT FOR ROBERT H. WALPOLE ________________________________________________________________________ 1. Term and Application ............................. 1 2. Office and Duties ................................ 1 3. Salary and Annual Incentive Compensation ......... 2 4. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement ............................ 3 5. Termination of Employment .................

Walbro Corp – EMPLOYMENT AGREEMENT FOR DANIEL L. HITTLER (March 28th, 1997)

1 EXHIBIT 10.23 WALBRO CORPORATION ________________________________________________________________________ EMPLOYMENT AGREEMENT FOR DANIEL L. HITTLER ________________________________________________________________________ 1. Employment ....................................... 1 2. Term ............................................. 1 3. Office and Duties ................................ 1 4. Salary and Annual Incentive Compensation ......... 2 5. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement ............................ 2 6. Governing Law; Expense Reimbursement

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.22 TERMINATION AND CHANGE OF CONTROL AGREEMENT THIS TERMINATION AND CHANGE OF CONTROL AGREEMENT ("Termination Agreement") is dated as of the 16 day of August, 1996, by and between WALBRO CORPORATION, a Delaware corporation (the "Company") and Lambert E. Althaver ("Executive"), and shall become effective as of August 16 , 1996 (the "Effective Date"). W I T N E S S E T H The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks creat

Walbro Corp – EMPLOYMENT AGREEMENT FOR FRANK E. BAUCHIERO (March 28th, 1997)

1 EXHIBIT 10.31 WALBRO CORPORATION ________________________________________________________________________________ EMPLOYMENT AGREEMENT FOR FRANK E. BAUCHIERO ________________________________________________________________________________ 2 WALBRO CORPORATION ________________________________________________________________________________ EMPLOYMENT AGREEMENT FOR FRANK E. BAUCHIERO ________________________________________________________________________________ 1. Employment ........................................................... 1 2. Term ................................................................. 1 3. Office and Duties .................................................... 1 4. Salary and Annual Incentive Compensatio

Walbro Corp – TERMINATION AND CHANGE OF CONTROL AGREEMENT (March 28th, 1997)

1 EXHIBIT 10.26 TERMINATION AND CHANGE OF CONTROL AGREEMENT THIS TERMINATION AND CHANGE OF CONTROL AGREEMENT ("Termination Agreement") is dated as of the 16 day of August, 1996, by and between WALBRO CORPORATION, a Delaware corporation (the "Company") and Michael A. Shope ("Executive"), and shall become effective as of August 16 , 1996 (the "Effective Date"). W I T N E S S E T H The Board of Directors of the Company (the "Board") has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created

Walbro Corp – EMPLOYMENT AGREEMENT FOR RICHARD H. WHITEHEAD III (March 28th, 1997)

1 EXHIBIT 10.29 WALBRO CORPORATION ________________________________________________________________________ EMPLOYMENT AGREEMENT FOR RICHARD H. WHITEHEAD III ________________________________________________________________________ 1. Employment ....................................... 1 2. Term ............................................. 1 3. Office and Duties ................................ 1 4. Salary and Annual Incentive Compensation ......... 2 5. Long-Term Compensation, Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement ............................ 2 6. Governing Law; Expense

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