EXHIBIT 10.54
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into as of December
15, 1998 by and between Michael T. DuBose, an individual ("Executive"), and
Aftermarket Technology Corp., a Delaware corporation (the "Company" or "ATC").
1. EMPLOYMENT BY THE COMPANY AND TERM.
(a) FULL TIME AND BEST EFFORTS. Subject to the terms set forth
herein, the Company agrees to employ Executive as the Chairman, President and
Chief Executive Officer of the Company and Executive hereby accepts such
employment. In addition, Executive shall serve as (i) President and Chief
Executive Officer of each of ACI Electronics Investment Corp. and Metran
Automatic Transmission Parts Corp. and (ii) Chief Executive Officer of each of
Aaron's Automotive Products, Inc., ACI Electronics Holding Corp., ATC
Distribution Group, Inc., ATC Information Services, Inc., ATS Remanufacturing,
Inc., Autocraft Industries, Inc., Autocraft Remanufacturing Corp., Component
Remanufacturing Specialists, Inc., King-O-Matic Industries Limited and RPM
Merit, Inc. During the term of his employment with the Company, Executive shall
devote his full time, best efforts and attention to the performance of his
duties hereunder and to the business and affairs of the Company, and will not
engage in any other employment or business activities for any direct or indirect
remuneration that would be directly harmful or detrimental to, or that may
compete with, the business and affairs of the Company, or that would interfere
with his duties hereunder.
(b) DUTIES. Executive shall serve in an executive capacity and
shall perform such duties as are customarily associated with his then current
title, consistent with the Bylaws of the Company and as required by the
Company's Board of Directors (the "Board"). Executive agrees to devote his
entire professional time, energies and skills to his employment hereunder while
so employed (reasonable vacations and absences because of illness excepted).
(c) COMPANY POLICIES. The employment relationship between the
parties shall be governed by the general employment policies and practices of
the Company, including but not limited to those relating to protection of
confidential information and assignment of inventions, except that when the
terms of this Agreement differ from or are in conflict with the Company's
general employment policies or practices, this Agreement shall control.
(d) TERM. The initial term of employment of Executive under
this Agreement shall begin as of December 15, 1998 and end on December 14, 2001
(such three year period, the "Initial Term"), subject to the provisions for
termination set forth in Section 5 below and renewal as provided in Section 1(e)
below.
(e) RENEWAL. Unless the Company shall have given Executive
notice that this Agreement shall not be renewed at least 90 days prior to the
end of the Initial Term, the term of this Agreement shall be automatically
extended for a period of one year, such procedure to be followed in each such
successive period. Each extended term shall continue to be subject to the
provisions for termination set forth herein.
2. COMPENSATION AND BENEFITS.
(a) SALARY. Executive shall receive for services to be
rendered hereunder an annual base salary (the "Base Salary") initially equal to
Four Hundred Thousand Dollars ($400,000) payable on a monthly basis, subject to
standard withholdings for taxes and social security and the like. Executive's
annual Base Salary will be reviewed annually by the Board and adjusted when
deemed appropriate by the Board to adequately reflect the scope and success of
the Company's operations.
(b) PARTICIPATION IN BENEFIT PLANS. During the term hereof,
Executive shall be entitled to participate in any group insurance,
hospitalization, medical, dental, health and accident, disability or similar
plan or program of the Company now existing or established hereafter to the
extent that he is eligible under the general provisions thereof. To the extent
that Executive is not immediately eligible for such benefit plans, the Company
will reimburse Executive for his reasonable expenses relating to comparable
coverage until he becomes eligible under the Company's plans. The Company may,
in its sole discretion and from time to time, establish additional senior
management benefit programs as it deems appropriate.
(c) VACATION. Executive shall be entitled to a period of
annual vacation time equal to that provided to senior managers by the Company's
policies and procedures regarding vacation, but in any event not less than four
weeks per year. The days selected for Executive's vacation must be mutually
agreeable to the Company and Executive.
(d) 401(K) PLAN. To the extent legally permitted and subject
to all eligibility requirements, Executive shall be entitled to place a portion
of his Base Salary into a 401(K) or other qualified deferred tax annuity plan of
the Company or, if the Company does not have such a plan, of any such plan of
any of the Company's subsidiaries, as may be designated by Executive.
(e) DISABILITY INSURANCE. To the extent that Executive's
disability insurance coverage in effect immediately prior to the date hereof may
be continued after the date hereof, the Company shall pay the premiums for such
insurance to the extent that the annual coverage provided thereby does not
exceed the Base Salary.
(f) AUTOMOBILE ALLOWANCE. Executive shall be entitled to a
monthly automobile allowance of One Thousand Two Hundred Dollars ($1,200.00).
(g) RELOCATION EXPENSES. Executive shall recover all benefits
to which he is entitled under the Company's relocation policy and will be
entitled to the following additional benefits (to the extent such benefits are
not provided by the Company's relocation policy): (i) an amount equal to three
months of Base Salary (grossed up to cover standard withholdings for tax and
social security purposes) as a transfer allowance; (ii) reimbursement of actual
travel and temporary living expenses (grossed up to cover standard withholdings
for tax and social security purposes) to cover associated costs relating to
temporary living expenses in the Chicago, Illinois area; and (iii) the
reimbursement of actual costs incurred in transporting household goods to the
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Chicago, Illinois area and expenses incidental to the purchase of a new
residence in the Chicago, Illinois area.
3. OPTION AND BONUS PLANS.
(a) PARTICIPATION. During the term hereof, Executive shall be
entitled to participate in any stock option plan and any bonus or incentive plan
of the Company currently made available by the Company to executive employees of
the Company or which may be made available in the future to executive employees
of the Company, subject to and on a basis consistent with the terms, conditions
and administration of any such plan; PROVIDED, HOWEVER, that Executive's annual
cash bonus will be as provided in Section 3(c) below. Executive understands that
any such plan may be modified or eliminated in the Company's discretion in
accordance with applicable law.
(b) OPTIONS. Executive shall be entitled to receive stock
options ("Options") under the Company's 1998 Stock Incentive Plan to purchase
500,000 shares of the Company's common stock. The Options will be "incentive
stock options" if and to the extent permitted under the Internal Revenue Code
and shall have the following terms:
(i) VESTING. The Options shall vest for so long as
Executive shall be employed under this Agreement as follows: (x) one-third on
the first anniversary of the date hereof; (y) one-third on the second
anniversary of the date hereof; and (z) one-third on the third anniversary of
the date hereof. Notwithstanding the immediately preceding sentence and
notwithstanding the provisions of the Company's Standard Terms and Conditions
Governing Employee Non-Qualified Stock Options under the 1998 Stock Incentive
Plan (the "Standard Terms and Conditions") the Options shall vest on the
occurrence of a Change of Control (as defined in the Standard Terms and
Conditions) and neither the Board nor a duly authorized committee of the Board
may, without Executive's written consent, amend the terms and conditions of the
Company's 1998 Stock Incentive Plan in such a way as to adversely affect
Executive's right to immediate vesting pursuant to this Section 3(b)(i).
(ii) EXERCISE PRICE. The Options shall have an
exercise price as follows: (x) options to purchase 300,000 shares of the
Company's common stock shall have an exercise price of $5.00 per share and (y)
options to purchase 200,000 shares of the Company's common stock shall have an
exercise price of $10.00 per share.
(iii) DURATION. The Options shall expire 10 years
from the date hereof, subject to the terms of the 1998 Stock Incentive Plan and
the Standard Terms and Conditions.
(c) ANNUAL CASH BONUS. For all annual periods subsequent to
December 31, 1998, Executive shall receive such cash bonus as the Board shall
determine in its sole discretion based upon the performance of the Company and
its subsidiaries, PROVIDED that the annual cash bonus target for Executive shall
not exceed 75% of the Base Salary for such year. Such bonuses shall be paid at
the end of the year in which such bonus is earned.
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4. REASONABLE BUSINESS EXPENSES AND SUPPORT. Executive shall be
reimbursed for documented and reasonable business expenses in connection with
the performance of his duties hereunder. Executive shall be furnished reasonable
office space, assistance and facilities.
5. TERMINATION OF EMPLOYMENT. The date on which Executive's
employment by the Company ceases, under any of the following circumstances,
shall be defined herein as the "Termination Date."
(a) TERMINATION FOR CAUSE.
(i) TERMINATION; PAYMENT OF ACCRUED SALARY AND
VACATION. The Board may terminate Executive's employment with the Company at any
time for Cause (as defined below), immediately upon notice to Executive of the
circumstances leading to such termination for Cause. In the event that
Executive's employment is terminated for Cause, Executive shall receive payment
for all accrued salary and vacation time through the Termination Date, which in
this event shall be the date upon which notice of termination is given. The
Company shall have no further obligation to pay further compensation or
severance of any kind nor to make any payment in lieu of notice.
(ii) DEFINITION OF CAUSE. "CAUSE" means the
occurrence or existence of any of the following with respect to Executive, as
determined by a majority of the disinterested directors of the Board; (a)
unsatisfactory performance (other than unsatisfactory performance resulting from
Executive's incapacity due to physical or mental illness that would qualify
Executive for disability benefits under the Company's short-term or long-term
disability plans) of Executive's duties or responsibilities as determined by the
Board, PROVIDED that the Company has given Executive written notice specifying
the unsatisfactory performance of his duties and responsibilities, which remains
uncorrected by Executive after the lapse of 30 days following the receipt of the
written notice; (b) a material breach by Executive of any of his material
obligations hereunder which remains uncured after the lapse of 30 days following
the date that the Company has given Executive written notice thereof; (c) a
material breach by Executive of his duty not to engage in any transaction that
represents, directly or indirectly, self-dealing with the Company or any of its
Affiliates which has not been approved by a majority of the disinterested
directors of the Board or of the terms of his employment, if in any such case
such material breach remains uncured after the lapse of 30 days following the
date that the Company has given Executive written notice thereof; (d) the
repeated unsatisfactory performance or material breach by Executive of any
obligation or duty referred to in clause (a), (b) or (c) above as to which at
least one written notice has been given pursuant to such clause (a), (b) or (c);
(e) any act of willful dishonesty, misappropriation, embezzlement, intentional
fraud or similar conduct involving the Company or any of its Affiliates; (f) the
conviction or the plea of NOLO CONTENDERE or the equivalent in respect of a
felony involving moral turpitude; (g) the repeated non-prescription use of any
controlled substance or the repeated use of alcohol or any other non-controlled
substance which, in the reasonable determination of the Board, in any case
described in this clause (g), renders Executive unfit to serve in his capacity
as an officer or employee of the Company or its Affiliates; or (h) gross
negligence or willful misconduct in the performance of his duties
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hereunder, which conduct is materially injurious to the Company, or a willful
and material breach of this Agreement.
(b) VOLUNTARY TERMINATION. Executive may voluntarily terminate
his employment with the Company at any time upon 90 days prior written notice,
after which no further compensation of any kind or severance payment will be
payable under this Agreement.
(c) TERMINATION UPON DISABILITY. The Company may terminate
Executive's employment in the event Executive shall be unable to perform his
duties hereunder because of illness or other incapacity, and such illness or
other incapacity shall continue for a period of six consecutive months
("Disability"). After the Termination Date, which in this event shall be the
date upon which notice of termination is given, no further compensation of any
kind or severance payment will be payable under this Agreement except that (i)
Executive shall receive the accrued portion of any bonus through the Termination
Date, less standard withholdings for tax and social security purposes, payable
upon such date or over such period of time which is in accordance with the
applicable bonus plan, and (ii) Executive shall be entitled to (x) continued
health insurance coverage, at the Company's expense, for 12 months following the
Termination Date and (y) such other benefits as are provided under the Company's
long-term disability plan, if any, then in effect.
(d) TERMINATION WITHOUT CAUSE. In the event Executive's
employment is terminated by the Company without Cause, including a termination
due to the non-renewal by the Company of this Agreement pursuant to Section
1(e), and such termination is not due to Disability, the Company shall pay
Executive as severance the following:
(i) if the Termination Date occurs during the Initial
Term, an amount equivalent to the then Base Salary for the remainder of the
Initial Term or for a period of 24 months from the Termination Date, whichever
period is longer, or
(ii) if the Termination Date occurs after the end of
the Initial Term, an amount equivalent to the then Base Salary for a period of
24 months from the Termination Date,
in either case less standard withholdings for tax and social security purposes,
payable over such period in monthly PRO RATA payments commencing as of the
Termination Date plus the accrued portion of any bonus through the Termination
Date, less standard withholdings for tax and social security purposes, payable
upon such date or over such period of time which is in accordance with the
applicable bonus plan. During the period that Executive is entitled to receive
payments under this Section 5(d) and to the extent permissible under applicable
law, Executive shall be entitled to (x) continued health insurance coverage, at
the Company's expense, and (y) such other benefits as are provided under the
Company's long-term disability plan, if any, then in effect.
(e) TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If
Executive's employment with the Company terminates in a Qualifying Termination
in Connection with a Change of Control (as defined below), the Company shall pay
Executive as severance an amount equivalent to the then Base Salary for a period
of 24 months from the Termination Date, less standard withholdings for tax and
social security purposes, payable over such period in monthly
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PRO RATA payments commencing as of the Termination Date plus the accrued portion
of any bonus through the Termination Date, less standard withholdings for tax
and social security purposes, payable upon such date or over such period that
Executive is entitled to receive payments under this Section 5(e) and to the
extent permissible under applicable law, Executive shall be entitled to (i)
continued health insurance coverage, at the Company's expense and (ii) such
other benefits as are provided under the Company's long-term disability plan, if
any, then in effect. For purposes of this Section 5(e), "Qualifying Termination
in Connection with a Change of Control" means the termination of Executive's
employment with the Company within 18 months after a Change of Control by reason
of Executive's resignation within 60 days after the occurrence of Good Reason
(as defined below). For purposes of this Section 5(e), "Good Reason" means the
occurrence following a Change of Control of any of the following events that
remains uncured 15 days after Executive shall have given the Company written
notice thereof: (i) a reduction (which is not consented to by Executive) in
Executive's Base Salary in effect immediately prior to a Change of Control, (ii)
a material reduction in the aggregate level of employee benefits (other than
stock-based compensation) from the levels in effect immediately prior to the
Change of Control, or (iii) a material and adverse change in Executive's duties
or responsibilities (other than reporting responsibilities) from those in effect
immediately prior to the Change of Control.
(f) TERMINATION UPON DEATH. If Executive dies prior to the
expiration of the term of this Agreement, the Company shall (i) continue, for a
period of 12 months following Executive's death, health insurance coverage of
Executive's dependents (if any) under all benefit plans or programs in which
Executive participated at the time of his death, and (ii) pay to Executive's
estate the accrued portion of any bonus through the Termination Date, less
standard withholdings for tax and social security purposes, payable upon such
date or over such period of time which is in accordance with the applicable
bonus plan, and no further compensation of any kind or severance payment will be
payable under this Agreement.
(g) RELOCATION UPON TERMINATION OF EMPLOYMENT. Upon
termination of Executive's employment by the Company pursuant to Section 5(c),
(d) or (e), Executive shall recover all benefits to which he is entitled under
the Company's relocation policy and will be entitled to the following additional
benefits (to the extent such benefits are not provided by the Company's
relocation policy): (i) reimbursement of actual travel and temporary living
expenses for a period not to exceed three months (grossed up to cover standard
withholdings for tax and social security purposes) to cover associated costs
relating to temporary living expenses in the Williams, Oregon area and (ii) the
reimbursement of actual costs incurred in transporting household goods to the
Williams, Oregon area and expenses incidental to the sale of Executive's
residence in the Chicago, Illinois area.
(h) SECTIONS 280G AND 4999 OF THE INTERNAL REVENUE CODE. In
the event Executive is, as the result of the operation of this Agreement, the
recipient of an excess parachute payment, the Company will pay to Executive an
additional gross-up payment in order to put Executive in the same after-tax
position that Executive would have been in had no excise tax been imposed.
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6. PROPRIETARY INFORMATION OBLIGATIONS. During the term of
employment under this Agreement, Executive will have access to and become
acquainted with the Company's confidential and proprietary information,
including but not limited to information or plans regarding the Company's
customer relationships, personnel, or sales, marketing, and financial operations
and methods; trade secrets; formulas; devices; secret inventions; processes; and
other compilations of information, records, and specifications (collectively
"Proprietary Information"). Executive shall not disclose any of the Company's
Proprietary Information directly or indirectly, or use it in any way, either
during the term of this Agreement or at any time thereafter, except as required
in the course of his employment for the Company or as authorized in writing by
the Company. All files, records, documents, computer-recorded information,
drawings, specifications, equipment and similar items relating to the business
of the Company, whether prepared by Executive or otherwise coming into his
possession, shall remain the exclusive property of the Company and shall not be
removed from the premises of the Company under any circumstances whatsoever
without the prior written consent of the Company, except when (and only for the
period) necessary to carry out Executive's duties hereunder, and if removed
shall be immediately returned to the Company upon any termination of his
employment and no copies thereof shall be kept by Executive; PROVIDED, HOWEVER,
that Executive shall be entitled to retain documents reasonably related to his
interest as a shareholder and any documents that were personally owned or
acquired.
7. NONINTERFERENCE. Executive agrees that during his employment
and, if this Agreement is terminated pursuant to Section 5, for a period of 18
months after the Termination Date, he will not, without the prior consent of the
Company, interfere with the business of the Company by directly or indirectly
soliciting, attempting to solicit, inducing, or otherwise causing any employee
of the Company to terminate his or her employment in order to become an
employee, consultant or independent contractor to or for any other employer.
8. NONCOMPETITION. Executive agrees that during his employment
and, if this Agreement is terminated pursuant to Section 5(a), 5(b) or 5(c), for
a period of 18 months after the Termination Date, he will not, without the prior
consent of the Company, directly or indirectly, have an interest in, be employed
by, be connected with, or have an interest in, as an employee, consultant,
officer, director, partner, stockholder or joint venturer, in any person or
entity owning, managing, controlling, operating or otherwise participating or
assisting in any business which is similar to or in competition with the
business of the Company as it existed during the term of this Agreement in any
state in which the Company was conducting business on or before the Termination
Date and continues to do so thereafter; PROVIDED, HOWEVER, that the foregoing
shall not prevent Executive from being a stockholder of less than 1% of the
issued and outstanding securities of any class of a corporation listed on a
national securities exchange or designated as national market system securities
on an interdealer quotation system by the National Association of Securities
Dealers, Inc.
9. MISCELLANEOUS.
(a) NOTICES. Any notices provided hereunder must be in writing
and shall be deemed effective upon the earlier of personal delivery (including
personal delivery by telecopy
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or telex) or the third day after mailing by first class mail to the recipient at
the address indicated below:
To the Company:
Aftermarket Technology Corp.
1 Oak Hill Center, Suite 400
Westmont, Illinois 60559
Attn: Joseph Salamunovich
Telecopier: (630) 455-2621
With a copy to:
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
Attention: Bruce D. Meyer, Esq.
Telecopier: (213) 229-7520
To Executive:
Michael T. DuBose
2220 Kincaid Road
Williams, Oregon 97544
Telecopier: (541) 846-0103
With a copy to:
Porter Wright
41 So. High Street
Columbus, Ohio 43215
Attention: Dan Costello, Esq.
Telecopier: (614) 227-2100
or to such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.
(b) SEVERABILITY. If any term or provision (or any portion
thereof) of this Agreement is determined by a court to be invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other terms
and provisions (or other portions thereof) of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or provision (or any
portion thereof) is invalid, illegal or incapable of being enforced, this
Agreement shall be deemed to be modified so as to effect the original intent of
the parties as closely as possible to the end that the
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transactions contemplated hereby and the terms and provisions hereof are
fulfilled to the greatest extent possible.
(c) ENTIRE AGREEMENT. This document constitutes the final,
complete, and exclusive embodiment of the entire agreement and understanding
between the parties related to the subject matter hereof and supersedes and
preempts any prior or contemporaneous understandings, agreements, or
representations by or between the parties, written or oral.
(d) COUNTERPARTS. This Agreement may be executed on separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.
(e) SUCCESSORS AND ASSIGNS. This Agreement is intended to bind
and inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors and assigns, except that Executive may not assign
any of his duties hereunder and he may not assign any of his rights hereunder
without the prior written consent of the Company.
(f) AMENDMENTS. No amendments or other modifications to this
Agreement may be made except by a writing signed by both parties. No amendment
or waiver of this Agreement requires the consent of any individual, partnership,
corporation or other entity not a party to this Agreement. Nothing in this
Agreement, express or implied, is intended to confer upon any third person any
rights or remedies under or by reason of this Agreement.
(g) CHOICE OF LAW. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the internal
law, and not the law of conflicts, of the State of Delaware.
(h) INTERPRETATION. In interpreting this Agreement, all terms
shall be construed in accordance with their fair meaning and not strictly
against any party as the drafter hereof.
10. ARBITRATION.
(a) Any disputes or claims arising out of or concerning
Executive's employment or termination by the Company, whether arising under
theories of liability or damages based upon contract, tort or statute, shall be
determined exclusively by arbitration before a single arbitrator in accordance
with the employment arbitration rules of the American Arbitration Association
("AAA"), except as modified by this Agreement. The arbitrator's decision shall
be final and binding on both parties. Judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction. In recognition
of the fact that resolution of any disputes or claims in the courts is rarely
timely or cost effective for either party, the Company and Executive enter this
mutual agreement to arbitrate in order to gain the benefits of a speedy,
impartial and cost-effective dispute resolution procedure.
(b) Any arbitration shall be held in Executive's place of
employment with the Company. The arbitrator shall be an attorney with
substantial experience in employment matters, selected by the parties
alternately striking names from a list of five such persons
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provided by the AAA office located nearest to the place of employment, following
a request by the party seeking arbitration for a list of five such attorneys
with substantial professional experience in employment matters. If either party
fails to strike names from the list, the arbitrator shall be selected from the
list by the other party.
(c) Each party shall have the right to take the deposition of
one individual and any expert witness designated by the other party. Each party
shall also have the right to propound requests for production of documents to
any party and the right to subpoena documents and witnesses for the arbitration.
Additional discovery may be made only where the arbitrator selected so orders
upon a showing of substantial need. The arbitrator shall have the authority to
entertain a motion to dismiss and/or a motion for summary judgment by any party
and shall apply the standards governing such motions under the Federal Rules of
Civil Procedure. The arbitrator will have authority in his or her discretion to
grant injunctive relief, award specific performance and impose sanctions upon
any party to any such arbitration.
(d) The Company and Executive agree that they will attempt,
and they intend that they and the arbitrator should use their best efforts in
that attempt, to conclude the arbitration proceeding and have a final decision
from the arbitrator within 120 days from the date of selection of the
arbitrator; PROVIDED, HOWEVER, that the arbitrator shall be entitled to extend
such 120-day period for a total of two 120-day periods. The arbitrator shall
immediately deliver a written award with respect to the dispute to each of the
parties, who shall promptly act in accordance therewith.
(e) The Company and Executive shall each pay half of the fees
and expenses of the arbitrator. Each party shall pay its own attorney fees and
costs including, without limitation, fees and costs of any experts. However,
attorney fees and costs incurred by the party that prevails in any such
arbitration commenced pursuant to this Section 10 or any judicial action or
proceeding seeking to enforce the agreement to arbitrate disputes as set forth
in this Section 10 or seeking to enforce any order or award of any arbitration
commenced pursuant to this Section 10 may be assessed against the party or
parties that do not prevail in such arbitration in such manner as the arbitrator
or the court in such judicial action, as the case may be, may determine to be
appropriate under the circumstances. If any party prevails on a statutory claim
that entitles the prevailing party to a reasonable attorney fees (with or
without expert fees) as part of the costs, the arbitrator may award reasonable
attorney fees (with or without expert fees) to the prevailing party in accord
with such statute. Any controversy over whether a dispute is an arbitrable
dispute or as to the interpretation or enforceability of this paragraph with
respect to such arbitration shall be determined by the arbitrator.
(f) In a contractual claim under this Agreement, the
arbitrator shall have no authority to add, delete or modify any term of this
Agreement.
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IN WITNESS WHEREOF, the parties have executed this agreement effective
as of the date it is last executed below by either party.
/s/Michael T. Dubose
------------------------------------------
MICHAEL T. DUBOSE
Aftermarket Technology Corp.
By: /s/Joseph Salamunovich
-------------------------------------
Joseph Salamunovich, Vice President
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