0001144204-10-014541 Sample Contracts

UCI HOLDCO, INC. RESTRICTED STOCK AGREEMENT GRANT NOTICE
Restricted Stock Agreement • March 19th, 2010 • UCI Holdco, Inc. • Motor vehicle parts & accessories • Delaware

Unless otherwise defined herein, the terms defined in the Amended and Restated Equity Incentive Plan of UCI Holdco, Inc., as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Agreement, which includes the terms in this Grant Notice (the “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).

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UNITED COMPONENTS, INC. SEVERANCE AGREEMENT
Severance Agreement • March 19th, 2010 • UCI Holdco, Inc. • Motor vehicle parts & accessories • Indiana

This Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2008 (the “Effective Date”), by and between Mike Malady (the “Executive”) and United Components, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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