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Sample Business Contracts

Employment Agreement - United Components Inc. and Champion Laboratories Inc. and Charlie Dickson

September 12, 2003

Exhibit 10.8

Mr. Charlie Dickson
67 Woodridge Drive
New Canaan, CT 06840

Dear Charlie:

Welcome to the United Components family. All of us at United Components and Carlyle are enthusiastic about your joining our team and look forward to working with you.

Detailed below is a summary of the mutually agreed upon terms of your employment. Although you are being hired as Chief Financial Officer of United Components, Inc. (“UCI”), you shall be employed by Champion Laboratories, Inc (“Champion”). For purposes of this agreement, as the context requires herein, UCI and any of its direct or indirect subsidiaries, including but not limited to Champion, individually or collectively, shall be referred to in this Agreement as the “Company.”

 

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     Charlie, should you have any questions regarding the foregoing, please feel free calling me at any time. Otherwise, please sign where indicated below and send the original copy to me. All of us look forward to working with you.

Yours truly,

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APPENDIX A

Stock Option Terms

Subject to the terms of the stock option plan and the stock option agreement, below is a summary of the vesting schedule for the stock options granted to you. The stock option shall vest over a five-year time period according to the following:

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50% of the shares subject to the stock option shall become exercisable based on the passage of time, or 10% in each of the five years

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50% of the shares subject to the stock option shall become exercisable based on Company performance (“performance option”), or 10% in each of the five years. The breakdown of the performance measures is as follows:

•		12.5% on achieving Case 1 EBITDA (2.5% each year)
•		12.5% on achieving Case 1 free cash flow(2.5% each year)
•		12.5% on achieving Case 2 EBITDA (2.5% each year)
•		12.5% on achieving Case 2 free cash flow(2.5% each year)

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Any portion of the performance option that does not vest in any given fiscal year may vest in future years if certain cumulative EBITDA or free cash flow targets are achieved.

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Once vested in a portion of the performance option, it can never be lost due to subsequent Company performance.

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Performance option vesting is based on total Company performance and not on the results of individual businesses.

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You will also be eligible for “super option” vesting upon the Company achieving 110% or greater of the Case 2 performance targets per your conversations with Carlyle.

For your information, Case 1 and Case 2 five-year projections are contained in Appendix C.

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APPENDIX B

Definitions of Cause and Good Reason

The Company shall have “Cause” to terminate you upon:

(i)

your failure to follow a written order of the Board and such failure is not remedied within 30 days after receipt of notice;

(ii)

your gross or willful misconduct with regard to the Company;

(iii)

your conviction of a felony or crime involving material dishonesty;

(iv)

fraud or personal dishonesty involving the Company’s assets; or

(v)

the unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing your duties and responsibilities for the Company.

You shall have “Good Reason” to resign your employment upon the occurrence of any of the following:

(i)

a material diminution in the nature of scope of your responsibilities, duties or authority; or

(ii)

the Company’s material breach of this agreement.

You may not resign your employment for Good Reason unless:

(A)

you have provided the Company with at least 30 days prior written notice of your intent to resign for Good Reason; and

(B)

the Company has not remedied the alleged violation(s) within the 30-day period.

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APPENDIX C

Case 1 and Case 2 Projections