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EXHIBIT 10.21
RETENTION BONUS AND INSURANCE AGREEMENT
FOR JAMES J. BURKE
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 JAMES J. BURKE ("Burke"). The Company and
Burke are
hereinafter sometimes collectively referred to as "Parties" and
individually as
"Party."
W I T N E S S E T H :
WHEREAS, Burke 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
Burke
will become entitled to a certain bonus if he remains employed with
the Company
through October 24, 2018, 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 Burke
covenant and agree as follows:
1. Retention Bonus: If Burke remains employed continuously from
the
date hereof through October 24, 2018, Burke shall be entitled to
receive a
retention bonus equal to his Retention Bonus Amount (as hereinafter
defined)
from the Company as soon as practicable on or after October 24,
2018 (subject
to, and reduced by all applicable federal, state and local tax
withholding). For
these purposes, the term "Retention Bonus Amount" means an amount
equal to the
sum of one year's salary (as in effect at the time any
determination of the
Retention Bonus Amount is required to be made), plus Burke's annual
bonus that
would be payable at "par" (determined for the year during which an
event occurs
requiring a determination of the Retention Bonus Amount).
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(a) Forfeiture of Retention Bonus on Termination of Burke's
Employment
Prior to October 24, 2018: In the event that at any time prior to
October 24,
2018, Burke's employment with the Company terminates for any reason
other than
Burke's Disability (as hereinafter defined), no portion of the
Retention Bonus
Amount shall be payable.
(b) Payment on Termination due to Burke's Disability after October
25,
2015, and before October 24, 2018: In the event Burke's employment
with the
Company terminates by reason of his Disability (as hereinafter
defined) at any
time after October 25, 2015, but before October 25, 2018, Burke
shall be
entitled to a special retention bonus equal to his Retention Bonus
Amount (as
defined above) multiplied by a fraction, the numerator of which is
the number of
full months from October 25, 2015 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 Burke 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 Burke 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 Burke that pay a
death benefit, in
the aggregate, that is at least equal to his Retention Bonus Amount
(as defined
above) during the period from October 25, 2015 through October 24,
2018, and to
make such arrangements or endorsements as are necessary or
appropriate so as to
permit Burke to designate one or more beneficiaries who would
receive the
proceeds of such insurance (up to, but not in excess of, an amount
equal to his
Reten
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