0001144204-10-015306 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
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RESTATED STOCK OPTION AGREEMENT DATED FEBRUARY 15, 2008
Stock Option Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan

Federal-Mogul Corporation, a Delaware corporation (the "Company"), grants to José Maria Alapont (the "Optionee") on February 15, 2008 a non-qualified option (the "Option") to purchase from the Company the number of shares of its Common Stock ("Stock") described below, at the exercise price per share described below and upon and subject to the terms and conditions set forth below. The date on which the Option is granted is referred to herein as the “Grant Date”. In connection with the extension of Optionee’s employment to March 23, 2013, pursuant to a Second Amended and Restated Employment Agreement dated as of March 23, 2010 (“SAREA”), Executive and the Company have agreed that the Option should be restated as follows:

SECOND AMENDED AND RESTATED DEFERRED COMPENSATION AGREEMENT for José Maria Alapont
Deferred Compensation Agreement • March 24th, 2010 • Federal Mogul Corp • Motor vehicle parts & accessories • Michigan
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