Looking for an agreement? Search from over 1 million agreements now.

Form of Management Stockholder's Agreement

This is an actual contract by Affinia Group Holdings.

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Automotive and Transport Equipment
Effective Date: July 08, 2004
Related Agreement Types:
Search This Document
EXHIBIT 10.11

FORM OF MANAGEMENT STOCKHOLDER' S AGREEMENT

(PURCHASED STOCK AND OPTIONS)

This Management Stockholder' s Agreement (this " Agreement" ) is entered into as of , (the " Effective Date" ) between Affinia Group Holdings Inc., a Delaware corporation (the " Company" ), and the undersigned person (the " Management Stockholder" ) (the Company and the Management Stockholder being hereinafter collectively referred to as the " Parties" ). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement or in the Option Plan (as such term is defined below) or, if not defined therein, in the Stock Option Agreement (as such term is defined below).

WHEREAS, pursuant to the Stock and Asset Purchase Agreement, dated as of July 8, 2004 (as amended, modified or supplemented from time to time, the " Purchase Agreement" ) between Affinia Group, Inc. (f/k/a AAG Opco Corp.), a Delaware corporation (" Affinia" ) and a wholly owned subsidiary of the Company, and Dana Corporation, a Virginia corporation (" Dana" ), Affinia purchased the automotive aftermarket business from Dana (the date of such purchase, the " Closing Date" );

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Cypress Merchant Banking Partners II L.P., a Delaware limited partnership, Cypress Merchant Banking II C.V., a limited partnership formed under the laws of The Netherlands, 55th Street Partners II L.P., a Delaware limited partnership, Cypress Side-By-Side L.L.C., a Delaware limited liability company and other investors have entered into a Stockholders Agreement, dated as of the Closing Date (the " Investor Stockholders Agreement" );

WHEREAS, the Management Stockholder has been selected by the Company to purchase shares of Common Stock and/or to receive options to purchase shares of Common Stock (together with any options to purchase shares of Common Stock granted to the Management Stockholder after the Effective Time, the " Options" ) pursuant to the terms set forth below and the terms of the 2005 Stock Incentive Plan of the Company (the " Option Plan" ) and the Nonqualified Stock Option Agreement dated as of the date hereof, entered into by and between the Company and the Management Stockholder (the " Stock Option Agreement" ); and

WHEREAS, this Agreement is one of several other agreements (" Other Management Stockholders' Agreements" ) which have been or in the future will be entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the " Other Management Stockholders" ).

NOW THEREFORE, to implement the foregoing and in consideration of the grant of Options and of the mutual agreements contained herein, the Parties agree as follows:

1. Issuance of Purchased Stock; Options

(a) Subject to the terms and conditions hereinafter set forth, the Management Stockholder hereby subscribes for and shall purchase, as of the Effective Date, and the Company shall issue and deliver to the Management Stockholder as of the Effective Date, [ ] shares of Common Stock, at a per share purchase price of $[100.00] (the " Base Price" ), which price is equivalent to the effective per share purchase price paid by Cypress for the shares of the Company (all such shares acquired by the Management Stockholder, the " Purchased Stock" ). The aggregate purchase price for all shares of the Purchased Stock is $[ ].

(b) Subject to the terms and conditions hereinafter set forth and as set forth in the Option Plan, as of the Effective Date the Company is issuing to the Management Stockholder Options to acquire shares of Common Stock, at an initial exercise price per share equal to the Base Price, and the Parties shall execute and deliver to each other copies of the Stock Option Agreement concurrently with the issuance of the Options.

(c) The Company shall have no obligation to issue or sell any Purchased Stock or issue any Options to any person who (i) is a resident or citizen of a state or other jurisdiction in which the sale of the Common Stock to him would constitute a violation of the securities or " blue sky" laws of such jurisdiction or (ii) is not an employee of the Company or any of its subsidiaries on the date hereof.

2. Management Stockholder' s Representations, Warranties and Agreements.

(a) The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any of the foregoing acts being referred to herein as a " transfer" ) any shares of Purchased Stock or Common Stock issuable upon exercise of the Options (" Option Stock" ; together with all Purchased Stock, Net Settled Stock and any other Common Stock otherwise acquired and/or held by the Management Stockholder Entities, " Stock" ), except as otherwise provided for herein. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless:

(i) the transfer is pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations in effect thereunder (the " Act" ), and in compliance with applicable provisions of state securities laws; or

(ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction.

Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement (including without limitation any restrictions or prohibitions herein) and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Section 3, 4, 5, 6 or 9 hereof, (y) a transfer upon the death or Disability of the Management Stockholder to the Management Stockholder' s Estate or a transfer to the executors, administrators, testamentary


2

trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement; provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement, and (z) a transfer made after the Effective Date in compliance with the federal securities laws to a Management Stockholder' s Trust, provided that such transfer is made expressly subject to this Agreement and that the transferee agrees in writing to be bound by the terms and conditions hereof.

(b) From and after the Effective Date until such time as the applicable transfer restrictions no longer apply to such Stock and the Company has reissued a certificate representing such Stock, the certificate (or certificates) representing the Stock shall bear the following legend:

" THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE PROVISIONS OF THE MANAGEMENT STOCKHOLDER' S AGREEMENT DATED AS OF , 2005 BETWEEN AFFINIA GROUP HOLDINGS INC. (THE " COMPANY" ) AND THE MANAGEMENT STOCKHOLDER NAMED ON THE FACE HEREOF (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " ACT" ), OR THE SECURITIES LAWS OF ANY STATE, AND NO SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR " BLUE SKY" LAWS OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL WHICH SHALL BE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS NOT IN VIOLATION OF THE ACT OR APPLICABLE STATE SECURITIES LAWS."

(c) The Management Stockholder acknowledges that he has been advised that (i) a restrictive legend in the form heretofore set forth shall be placed on the certificates representing the Stock and (ii) a notation shall be made in the appropriate records of the Company indicating that the Stock is subject to restrictions on transfer and appropriate stop transfer restrictions will be issued to the Company' s transfer agent with respect to the Stock. If the Management Stockholder is a Rule 405 Affiliate, the Management Stockholder also acknowledges that (1) the Stock must be held indefinitely and the Management Stockholder must continue to bear the economic risk of the investment in the Stock unless it is subsequently registered under the Act or an exemption from such registration is available, (2) when and if shares of the Stock may be disposed of without registration in reliance on Rule 144 of the rules and regulations promulgated under the Act, such disposition can be made only in limited amounts in accordance with the terms and conditions of such Rule and (3) if the Rule 144 exemption is not available, public sale without registration will require compliance with some other exemption under the Act.


3

(d) If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the SEC.

(e) The Management Stockholder agrees that, if any shares of the Stock are offered to the public pursuant to an effective registration statement under the Act (other than registration of securities issued on Form S-8, S-4 or any successor or similar form), the Management Stockholder will not effect any public sale or distribution of any shares of the Stock not covered by such registration statement from the time of the receipt of a notice from the Company that the Company has filed or imminently intends to file such registration statement to, or within 180 days (or such shorter period as may be consented to by the managing underwriter or underwriters) in the case of the initial Public Offering and ninety (90) days (or in an underwritten offering such shorter period as may be consented to by the managing underwriter or underwriters, if any) in the case of any other Public Offering after, the effective date of such registration statement, unless otherwise agreed to in writing by the Company.

(f) The Management Stockholder represents and warrants that (i) with respect to the Stock, he has received and reviewed the available information relating to the Stock, including having received and reviewed the documents related thereto, certain of which documents set forth the rights, preferences and restrictions relating to the Options and the Stock underlying the Options and (ii) he has been given the opportunity to obtain any additional information or documents and to ask questions and receive answers about such information, the Company and the business and prospects of the Company which he deems necessary to evaluate the merits and risks related to his investment in the Stock and to verify the information contained in the information received as indicated in this Section 2(f), and he has relied solely on such information.

(g) The Management Stockholder further represents and warrants that (i) his financial condition is such that he can afford to bear the economic risk of holding the Stock for an indefinite period of time and has adequate means for providing for his current needs and personal contingencies, (ii) he can afford to suffer a complete loss of his investment in the Stock, (iii) he understands and has taken cognizance of all risk factors related to the purchase of the Stock, (iv) his knowledge and experience in financial and business matters are such that he is capable of evaluating the merits and risks of his purchase of the Stock as contemplated by this Agreement, (v) his participation in the purchase of the Purchased Stock is voluntary and (vi) he is a resident of the State of [ ].

3. Transferability of Stock. The Management Stockholder agrees that he will not transfer any shares of the Stock at any time during the period commencing on the Effective Date and ending on the earliest to occur (the date of such event, the " Lapse Date" ) of (i) the seventh anniversary of the Closing Date, (ii) the date of consummation of a Qualified Public Offering and (iii) a Change in Control; provided, however, that the Management Stockholder may transfer shares of Stock during such time pursuant to one of


4

the following exceptions: (a) transfers permitted by Section 5 or 6; (b) transfers permitted by clauses (y) and (z) of Section 2(a); (c) a sale of shares of Common Stock pursuant to an effective registration statement under the Act filed by the Company, including without limitation a sale pursuant to Section 9 (excluding any registration on Form S-8, S-4 or any successor or similar form); (d) transfers permitted pursuant to the Sale Participation Agreement (as defined in Section 7); (e) transfers to Cypress and its Affiliates or (f) other transfers permitted by the Board in its sole discretion. No transfer of any such shares in violation hereof shall be made or recorded on the books of the Company and any such transfer shall be void ab initio and of no effect.

4. Right of First Refusal. (a) If, at any time after the Lapse Date and prior to the date of consummation of a Qualified Public Offering, the Management Stockholder receives a bona fide offer to purchase any or all of his Stock (the " Third Party Offer" ) from a third party (which, for the avoidance of doubt, shall not include any transfers pursuant to clauses (y) and (z) of Section 2(a) or pursuant to the Sale Participation Agreement) (the " Offeror" ), which the Management Stockholder wishes to accept, the Management Stockholder shall cause the Third Party Offer to be reduced to writing and shall notify the Company in writing of his wish to accept the Third Party Offer. The Management Stockholder' s notice to the Company shall contain an irrevocable offer to sell such Stock to the Company (in the manner set forth below) at a purchase price equal to the price contained in, and on the same terms and conditions of, the Third Party Offer, and shall be accompanied by a copy of the Third Party Offer (which shall identify the Offeror). At any time within fifteen (15) days after the date of the receipt by the Company of the Management Stockholder' s notice, the Company shall have the right and option to purchase, or to arrange for a third party to purchase, all (but not less than all) of the shares of Stock covered by the Third Party Offer, pursuant to Section 4(b).

(b) The Company shall have the right and option to purchase, or to arrange for a third party to purchase, all of the shares of Stock covered by the Third Party Offer at the same price and on substantially the same terms and conditions as the Third Party Offer (or, if the Third Party Offer includes any consideration other than cash, then at the sole option of the Company, at the equivalent all cash price, determined in good faith by the Company' s Board), by delivering a certified bank check or checks in the appropriate amount (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) (and any such non-cash consideration to be paid) to the Management Stockholder at the principal office of the Company against delivery of certificates or other instruments representing the shares of Stock so purchased, appropriately endorsed by the Management Stockholder. If at the end of the 15-day period, the Company has not tendered the purchase price for such shares in the manner set forth above, the Management Stockholder may, during the succeeding 60-day period, sell not less than all of the shares of Stock covered by the Third Party Offer, to the Offeror on terms no less favorable to the Management Stockholder than those contained in the Third Party Offer. Promptly after such sale, the Management Stockholder shall notify the Company of the consummation thereof and shall furnish such evidence of the completion and time of completion of such sale and of the terms thereof as may reasonably be requested by the Company. If, at the end of sixty (60) days following the expiration of the 15-day period during which the Company is entitled hereunder to purchase the Stock, the Management Stockholder has not completed the sale of such shares of the Stock as aforesaid, all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to such shares of the Stock.


5

5. The Management Stockholder' s Right to Resell Stock and Options to the Company.

(a) Except as otherwise provided herein and for the purpose of providing a market for the Stock or Options for the applicable Management Stockholder Entities, if, prior to the Lapse Date, either (x) prior to Retirement, the Management Stockholder' s employment with the Company (or any of its subsidiaries) terminates as a result of the death or Disability of the Management Stockholder or (y) after Retirement, the Management Stockholder dies or suffers a Disability, then the applicable Management Stockholder Entity, shall, for one year following the date of (x) such termination for death or Disability or (y) such death or Disability, respectively (as applicable, the " Put Period" ), have the right to:

(i) With respect to the Stock, sell to the Company, and the Company shall be required to purchase, on one occasion, all of the shares of Stock then held by the applicable Management Stockholder Entities at a per share price equal to Fair Market Value (the " Section 5 Repurchase Price" ) at the time of the purchase;

(ii) With respect to any outstanding Options, receive from the Company, on one occasion, in exchange for all of the exercisable portions of the Options then held by the applicable Management Stockholder Entities, an amount equal to the product of (x) the excess, if any, of the Section 5 Repurchase Price at the time of the exchange over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment, which shall be payable in shares of Stock (the " Net Settled Stock" ). In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable portions of the Options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Management Stockholder Entities do not exercise the foregoing rights, the exercisable but unexercised portions of the Options shall terminate in accordance with the terms of Section 4(a) of the Stock Option Agreement. Subject to the Stock Option Agreement, the unexercisable portions of the Options held by the applicable Management Stockholder Entities shall terminate without payment immediately upon termination of employment in accordance with Section 3(c) of the Stock Option Agreement.

(iii) For 30 days following the six month anniversary (the " Settled Stock Put Period" ) of the receipt by the applicable Management Stockholder Entities of the Net Settled Stock, sell to the Company, and the Company shall be required to purchase, on one occasion, all such Net Settled Stock held by the applicable Management Stockholder Entities at a per share price equal to the Section 5 Repurchase Price at the time of the purchase.

(b) In the event the applicable Management Stockholder Entities intend to exercise their rights pursuant to Section 5(a), such Management Stockholder Entities shall send written notice to the Company, (i) at any time during the Put Period, of their intention to sell shares of Stock in exchange for the payment referred to in Section 5(a)(i) and/or to exchange such Options for Net Settled Stock or (ii) at any time during the Settled Stock Put Period, of their intention to sell the Net Settled Stock in exchange for the payment referred to in Section 5(a)(iii)(the " Redemption Notice" ). The completion of the purchases or exchanges shall take place at the principal office of the Company on the tenth business day after the giving of the Redemption Notice. The applicable Section 5 Repurchase Price shall be paid by


6

delivery to the applicable Management Stockholder Entities of a certified bank check or checks in the appropriate amount payable to the order of each of the applicable Management Stockholder Entities (or by wire transfer of immediately available funds, if the Management Stockholder Entities provide to the Company wire transfer instructions) and the Net Settled Stock shall be delivered to the applicable Management Stockholder Entities, both against delivery of certificates or other instruments representing the Stock so purchased and appropriate documents canceling the Options so terminated appropriately endorsed or executed by the applicable Management Stockholder Entities or any duly authorized representative.

(c) Notwithstanding anything in Section 5(a) to the contrary and subject to Section 10(a), if there exists and is continuing a default or an event of default on the part of the Company or any subsidiary of the Company under any material loan, guarantee or other agreement under which the Company or any subsidiary of the Company has borrowed money or if the repurchase referred to in Section 5(a) would result in a default or an event of default
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  3.85.143.239