UCI INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 201 by and between UCI International, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
UCI INTERNATIONAL, INC. (a Delaware corporation) [l] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • New York
UCI International, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Representatives (as defined herein) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of [l] additional shares of Common Stock to cover overallot
UCI INTERNATIONAL, INC. RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
UCI International, Inc., a Delaware corporation (the “Company”), pursuant to the UCI International, Inc. 2010 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”) the number of shares of the Company’s Common Stock (the “Shares”) set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement.
FORM OF AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF UCI INTERNATIONAL, INC.Stockholders Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of this [—] day of [—], 2010, by and among (a) UCI International, Inc., a Delaware corporation f/k/a UCI Holdco, Inc. (the “Company”), (b) Carlyle Partners III, L.P., a Delaware limited partnership (“CPIII”), (c) CP III Coinvestment L.P., a Delaware limited partnership (together with CPIII, the “Initial Carlyle Stockholders”), (d) each Management Stockholder that as of the date hereof is a party to the Original Agreement and (e) each other Person who subsequently becomes a party to this Agreement pursuant to the terms hereof. Certain capitalized terms used herein have the meanings ascribed to them in Section 8 hereof.
UCI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICERestricted Stock Unit Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the UCI International, Inc. 2010 Equity Incentive Award Plan, as amended from time to time (the “Plan”), shall have the same defined meanings in this Restricted Stock Unit Agreement, which includes the terms in this Grant Notice (this “Grant Notice”) and Appendix A attached hereto (collectively the “Agreement”).
UCI INTERNATIONAL, INC. AMENDMENT TO RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • Delaware
This Amendment (the “Amendment”) to that certain Restricted Stock Agreement between UCI International, Inc. (f/k/a UCI Holdco, Inc.), a Delaware corporation (together with any successor thereto, the “Company”), and (the “Participant”) dated as of (the “Restricted Stock Agreement”) is made as of this day of , 2010 (the “Amendment Date”). Except as set forth in this Amendment, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restricted Stock Agreement or the Plan (as defined in the Restricted Stock Agreement).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 29th, 2010 • UCI International, Inc. • Motor vehicle parts & accessories • New York
This Amended and Restated Management Agreement (the “Agreement”) is made as of , 2010, by and between United Components, Inc., a Delaware corporation (the “Company”), and TC Group, L.L.C., a Delaware limited liability company (“Carlyle”).
