Common use of Compliance with IRC Section 409A Clause in Contracts

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment, Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A of the Code only if his termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreement

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employmentemployment with the Company and its affiliates, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Code Section 409A of the Code only if his termination of employment constitutes a “separation from service” within the meaning of Code Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreement409A.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment, Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A of the Code only if his termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreement.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment, employment with the Company Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the CodeCode without the imposition of any accelerated or additional tax) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make avoid such payment acceleration or other benefits compliant under Section 409A of the Codeadditional tax, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional taxtax and that preserves, to the greatest extent possible, the value of such payment or other benefits. The Executive will be considered In the event that payments under this Agreement are deferred pursuant to have terminated employment hereunder for purposes of receiving payments subject this Section 12(g) in order to Section 409A of the Code only if his termination of employment constitutes a “separation from service” within the meaning of prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified in this Section 12(g) with interest at a per annum rate equal to the prime rate (as reported in the Wall Street Journal for the date that the payments first become deferred pursuant to the operation of the previous sentence) plus 1%. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form The Company shall consult with Executive in good faith regarding the implementation of Confidentiality and Non-Compete Agreementthe provisions of this Section 12(g); provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if if, at the time of Executive’s 's termination of employmentemployment with the Company, Executive is a “"specified employee” " as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive’s 's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the CodeCode without the imposition of any accelerated or additional tax) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make avoid such payment acceleration or other benefits compliant under Section 409A of the Codeadditional tax, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, reasonably determined by the Board, that does not cause such an accelerated or additional taxtax and that preserves, to the greatest extent possible, the value (both in amount and considering promptness of payment), of such payment or other benefits to Executive. The Executive will be considered In the event that payments under this Agreement are deferred pursuant to have terminated employment hereunder for purposes of receiving payments subject this Section in order to prevent any accelerated tax or additional tax under Section 409A of the Code only if his Code, then such payments shall be paid at the time specified in this Section without interest. The Company will consult with Executive in good faith regarding the implementation of the provisions of this Section; provided, that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto. For purposes of Section 409A of the Code, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments, and references herein to Executive's "termination of employment constitutes a “employment" shall refer to Executive's separation from service” of services with the Company within the meaning of Section 409A of the Code. EXHIBIT C XXXXXXNotwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form kind benefit provided pursuant to this Agreement does not constitute a "deferral of Confidentiality compensation" within the meaning of Section 409A of the Code: (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and Non(z) the right to payment or reimbursement or in-Compete Agreementkind benefits hereunder may not be liquidated or exchanged for any other benefit.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s 's termination of employment, employment with the Company Executive is a “"specified employee” Executive" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s 's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A in good faith regarding the implementation of the Code only if his termination provisions of employment constitutes a “separation from service” within this Section G; provided that neither the meaning Company nor any of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreementits Executives or representatives shall have any liability to Executive with respect to thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of ExecutiveEmployee’s termination of employment, Executive employment with Employer Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company Employer will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company Employer (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A Employer shall consult with Employee in good faith regarding the implementation of the Code only if his termination provisions of employment constitutes a “separation from service” within the meaning this Section; provided that neither Employer nor any of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreementits employees or representatives shall have any liability to Employee with respect to thereto.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment, employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax; provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect to thereto. The Monthly payment amounts deferred pursuant to this Section will be accumulated for six months and that such accumulated amount will be paid to Executive six months after termination and the balance of payments due the Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A of the Code only if his termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreementpaid monthly.

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (ia) if at the time of Executive’s termination of employment, employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (iib) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Company shall consult with Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A in good faith regarding the implementation of the Code only if his termination provisions of employment constitutes a “separation from service” within this Section 12; provided that neither the meaning Company nor any of Section 409A of the Codeits employees or representatives shall have any liability to Executive with respect to thereto. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form of Confidentiality and Non-Compete Agreement[Signatures on next page.]

Compliance with IRC Section 409A. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted accordingly. Notwithstanding anything herein to the contrary, (i) if at the time of Executivethe Employee’s termination of employment, Executive employment with the Company Employee is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such amounts payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executivethe Employee) until the date that is six months and one day following Executivethe Employee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) ); and all payments due thereafter shall be made as provided in this Agreement and (ii) if any other payments of money or other benefits due to Executive the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. The Executive will be considered to have terminated employment hereunder for purposes of receiving payments subject to Section 409A Company shall consult with the Employee in good faith regarding the implementation of the Code only if his termination provisions of employment constitutes a “separation from service” within this section; provided that neither the meaning Company nor any of its employees or representatives shall have any liability to the Employee with respect to thereto. For purposes of Section 409A of the Code. EXHIBIT C XXXXXX-STANDARD AUTOMOTIVE INC CHANGE OF CONTROL SEVERANCE PAY PLAN Form , each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Confidentiality and Non-Compete Agreementthe