2000 Stock Incentive Plan

EXHIBIT 10.57


AFTERMARKET TECHNOLOGY CORP.
2000 STOCK INCENTIVE PLAN


SECTION 1. PURPOSE OF PLAN


The purpose of this 2000 Stock Incentive Plan (this "Plan") of Aftermarket Technology Corp., a Delaware corporation (the "Company"), is to enable the Company to attract, retain and motivate its employees, non-employee directors and independent contractors, and to further align the interests of such employees, non-employee directors and independent contractors with those of the stockholders of the Company by providing for or increasing the proprietary interest of such employees, non-employee directors and independent contractors in the Company.


SECTION 2. ADMINISTRATION OF PLAN


2.1 COMPOSITION OF COMMITTEE. Subject to Section 2.04, this Plan shall be administered by the Compensation and Human Resources Committee of the Board of Directors (the "Committee"), as appointed from time to time by the Board of Directors, PROVIDED, HOWEVER, that with respect to any Award (as defined in Section 5.1) intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), the term "Committee" shall refer to a committee of two or more "outside directors" as determined for purposes of applying Code Section 162(m). The Board of Directors shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. The Committee may designate the Secretary of the Company or other Company employees to assist the Committee in the administration of this Plan and may grant authority to such persons to execute agreements or other documents evidencing Awards made under this Plan or other documents entered into under this Plan on behalf of the Committee or the Company.


2.2 POWERS OF THE COMMITTEE. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable, in its sole discretion, in connection with the administration of this Plan, including, without limitation, the following:


(a) to prescribe, amend and rescind rules and regulations
relating to this Plan and to define terms not otherwise defined herein;
PROVIDED that, unless the Committee shall specify otherwise, for
purposes of this Plan (i) the term "fair market value" shall mean, as
of any date, the closing price for a Share (as defined in Section 3.1)
reported for that date by the Nasdaq National Market System (or such
other stock exchange or quotation system on which Shares are then
listed or quoted) or, if no Shares traded on the Nasdaq National Market
System (or such other stock exchange or quotation system) on the date
in question, then for the next preceding date for which Shares traded
on the Nasdaq National Market System (or such other stock exchange or
quotation system); and (ii) the term "Company" shall mean the Company
and its subsidiaries and affiliates unless the context otherwise
requires;


(b) to determine which persons are Eligible Persons (as
defined in Section 4), to which of Eligible Persons, if any, Awards
shall be granted hereunder and the timing of any such Awards;


(c) to determine the number of Shares subject to Awards and the
exercise or purchase price of such Shares;


(d) to establish and verify the extent of satisfaction of any
performance goals applicable to Awards;


(e) to prescribe and amend the terms of the agreements or other
documents evidencing Awards made under this Plan (which need not be
identical);


(f) to determine whether, and the extent to which, adjustments
are required pursuant to Section 10;


(g) to interpret and construe this Plan, any rules and
regulations under this Plan and the terms and conditions of any Award
granted hereunder and to make exceptions to any such provisions in good
faith and for the benefit of the Company; and


(h) to make all other determinations deemed necessary or
advisable for the administration of this Plan.


2.3 DETERMINATIONS OF THE COMMITTEE. All decisions, determinations and interpretations by the Committee regarding this Plan shall be final and binding on all Eligible Persons and Participants (as defined in Section 4). The Committee shall consider such factors as it deems relevant to making such decisions, determinations and interpretations including, without limitation, the recommendations or advice of any director, officer or employee of the Company and such attorneys, consultants and accountants as it may select.


2.4. AUTHORITY OF THE BOARD OF DIRECTORS. The Board of Directors, in its sole discretion, may exercise any authority of the Committee under this Plan in lieu of the Committee's exercise thereof.


SECTION 3. STOCK SUBJECT TO PLAN


3.1 AGGREGATE LIMITS. At any time, the aggregate number of shares of the Company's Common Stock, $.01 par value ("Shares"), issued and issuable pursuant to all Awards (including all ISOs (as defined in Section 5.1)) granted under this Plan shall not exceed 750,000; PROVIDED that no more than 750,000 of such Shares may be issued pursuant to all Incentive Bonuses (as defined in Section 5.1(b)) and Incentive Stock (as defined in Section 5.1(c)) Awards granted under this Plan, and PROVIDED FURTHER that, notwithstanding Section 3.3, the aggregate number of Shares that may be issued pursuant to the exercise of ISOs (as defined in Section 5.1(a)) granted under this Plan shall not exceed 750,000. The Shares subject to this Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares. Such limits shall be subject to adjustment as provided in Section 10.


3.2 CODE SECTION 162(m) LIMITS. The aggregate number of Shares subject to Options (as defined in Section 5.1(a)) granted under this Plan during any calendar year to any one employee of the Company (an "Employee") shall not exceed 100,000. The aggregate number of Shares issued or issuable under all Awards granted under this Plan, other than Options, during any calendar year to any one Employee shall not exceed 75,000. Notwithstanding anything to the contrary in this Plan, the foregoing limitations shall be subject to adjustment under Section 10 only to the extent that such adjustment will not affect the status of any Award intended to qualify as "performance-based compensation" under Code Section 162(m).


3.3 ISSUANCE OF SHARES. For purposes of Section 3.1, the aggregate number of Shares issued under this Plan at any time shall equal only the number of Shares actually issued upon exercise or settlement of an Award and not returned to the Company upon cancellation, expiration or forfeiture of an Award or in payment or satisfaction of the purchase price, exercise price or tax withholding obligation of an Award.


SECTION 4. PERSONS ELIGIBLE UNDER PLAN


Any person who is an employee, prospective employee, consultant, director or advisor of the Company (an "Eligible Person") shall be eligible to be considered for the grant of Awards hereunder. A


2


"Participant" is any current or former Eligible Person to whom an Award has been made and any person (including any estate) to whom an Award has been assigned or transferred pursuant to Section 9.1.


SECTION 5. PLAN AWARDS


5.1 AWARD TYPES. The Committee, on behalf of the Company, is authorized under this Plan to enter into certain types of arrangements with Employees and to confer certain benefits on them. The following arrangements or benefits are authorized under this Plan if their terms and conditions are not inconsistent with the provisions of this Plan: Options, Incentive Bonuses and Incentive Stock. Such arrangements and benefits are sometimes referred to herein as "Awards." The authorized types of arrangements and benefits for which Awards may be granted are defined as follows:


(a) OPTIONS: An Option is a right granted under Section 6 to
purchase a number of Shares at such exercise price, at such times and
on such other terms and conditions as are specified in the agreement or
other document evidencing the Award (the "Option Document"). Options
intended to qualify as Incentive Stock Options ("ISOs") pursuant to
Code Section 422 and Options not intended to qualify as ISOs
("Nonqualified Options") may be granted under Section 6.


(b) INCENTIVE BONUS: An Incentive Bonus is a bonus opportunity
awarded under Section 7 pursuant to which a Participant may become
entitled to receive an amount based on satisfaction of such performance
criteria as are specified in the agreement or other document evidencing
the Award (the "Incentive Bonus Document").


(c) INCENTIVE STOCK: Incentive Stock is an award or issuance
of Shares made under Section 8, the grant, issuance, retention, vesting
and/or transferability of which is subject during specified periods of
time to such conditions (including performance conditions) and terms as
are expressed in the agreement or other document evidencing the Award
(the "Incentive Stock Document").


5.2 GRANTS OF AWARDS. An Award may consist of one such arrangement or benefit or two or more of them in tandem or in the alternative.


SECTION 6. OPTIONS


The Committee may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Committee or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, the satisfaction of an event or condition within the control of the recipient of the Award or within the control of others.


6.1 OPTION DOCUMENT. Each Option Document shall contain provisions regarding (a) the number of Shares that may be issued upon exercise of the Option, (b) the purchase price of the Shares and the means of payment for the Shares, (c) the term of the Option, (d) such terms and conditions of exercisability as may be determined from time to time by the Committee, (e) restrictions on the transfer of the Option and forfeiture provisions, and (f) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Committee. Option Documents evidencing ISOs shall contain such terms and conditions as may be necessary to comply with the applicable provisions of Section 422 of the Code.


6.2 OPTION PRICE. The purchase price per share of the Shares subject to each Option granted under this Plan shall equal or exceed 100% of the fair market value of such Shares on the date the Option is granted except that (i) the exercise price of an Option may be higher or lower in the case of Options granted to employees of a company acquired by the Company in assumption and substitution of options held by such employees at the time such company is acquired, (ii) in the event an Employee is required to pay or forego the receipt of any cash amount in consideration of receipt of an Option, the exercise price plus such cash amount shall equal or exceed 100% of the fair market value of such Stock on the date the Option is


3


granted, and (iii) the exercise price of an Option granted to a director who is not an Employee may be lower.


6.3 OPTION TERM. The "Term" of each Option granted under this Plan, including any ISOs, shall be ten (10) years from the date of its grant unless the Committee shall provide otherwise.


6.4 OPTION VESTING. Options granted under this Plan shall be exercisable at such time and in such installments during the period prior to the expiration of the Option's Term as determined by the Committee. The Committee shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject to such performance requirements as deemed appropriate by the Committee. At any time after the grant of an Option the Committee may reduce or eliminate any restrictions surrounding any Participant's right to exercise all or part of the Option.


6.5 TERMINATI ...