0001968915-24-000007 Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 28th, 2024 • Phinia Inc. • Motor vehicle parts & accessories

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders 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 distraction from the Executive’s personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company, and to provide the Executive with satisfactory and competitive compensation and benefits arrangements upon a Change of Control.

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AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 28th, 2024 • Phinia Inc. • Motor vehicle parts & accessories

WHEREAS, PHINIA Inc., a Delaware corporation (the “Company”), and _____________ (the “Executive”) previously entered into a Change of Control Employment Agreement (“Agreement”) dated as of the [___] of [_______] 2023.

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