EXHIBIT 10.20
RETENTION BONUS AND INSURANCE AGREEMENT
FOR JOHN P. GETHIN
THIS RETENTION BONUS AND INSURANCE AGREEMENT (the "Agreement") is
made
as of the 26th day of December, 2006, by and between STANDARD MOTOR
PRODUCTS,
INC. (the "Company") and JOHN P. GETHIN ("Gethin"). The Company and
Gethin are
hereinafter sometimes collectively referred to as "Parties" and
individually as
"Party."
W I T N E S S E T H :
WHEREAS, Gethin has been employed by the Company and has provided,
and
continues to provide valuable services as a key executive of the
Company; and
WHEREAS, the Parties desire to enter into this Agreement whereby
Gethin
will become entitled to a certain bonus if he remains employed with
the Company
through June 14, 2011, and to have certain benefits provided to him
during such
period of continued employment, all as set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and
the
mutual covenants and promises of the Parties hereto, the Company
and Gethin
covenant and agree as follows:
1. Retention Bonus: If Gethin remains employed continuously from
the
date hereof through June 14, 2011, Gethin shall be entitled to
receive a
Retention Bonus (as hereinafter defined) from the Company as soon
as practicable
on or after June 14, 2011 (subject to, and reduced by all
applicable federal,
state and local tax withholding). For these purposes, the term
"Retention Bonus"
means an amount equal to the sum of one year's salary as in effect
at the time,
plus Gethin's annual bonus that would be payable at "par."
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(a) Forfeiture of Retention Bonus on Termination of Gethin's
Employment
Prior to June 14, 2011: In the event that at any time prior to June
14, 2011,
Gethin's employment with the Company terminates for any reason
other than
Gethin's Disability (as hereinafter defined), no amount of the
Retention Bonus
shall be payable.
(b) Payment on Termination due to Gethin's Disability after June
15,
2008, and before June 14, 2011: In the event Gethin's employment
with the
Company terminates by reason of his Disability (as hereinafter
defined) at any
time after June 15, 2008, but before June 14, 2011, Gethin shall be
entitled to
a special retention bonus equal to $900,000 multiplied by a
fraction, the
numerator of which is the number of full months from June 15, 2008
through the
date of his termination, and the denominator of which is 36.
(c) For purposes of this Agreement, the term "Disability" shall
mean a
condition that qualifies Gethin to receive long term disability
benefits under
the long-term disability plan provided by the Company, as that may
be in effect
from time to time, or, if no such disability plan is in effect, a
condition that
qualifies Gethin to receive Social Security Disability
benefits.
2. Life Insurance Benefit: The Company agrees to keep in full force
and
effect one or more life insurance policies on Gethin that pay a
death benefit,
in the aggregate, that is at least $900,000 during the period from
June 15, 2008
through June 14, 2011, and to make such arrangements or
endorsements as are
necessary or appropriate so as to permit Gethin to designate one or
more
beneficiaries who would receive the proceeds of such insurance (up
to, but not
in excess of, $900,000) in the event Gethin dies while employed
after June 15,
2008 and before June 14, 2011.
(a) In the event Gethin dies while employed at any time after June
15,
2008, and before June
