8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 9, 2021

Dorman Products, Inc.

(Exact name of Registrant as Specified in Charter)

Pennsylvania	000-18914	23-2078856
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3400 East Walnut Street, Colmar, Pennsylvania 18915

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  (215) 997-1800

                           Not Applicable                               

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	DORM	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amended and Restated Employment Agreement with Kevin M. Olsen

On December 13, 2021, Dorman Products, Inc. (the “Company”) entered into an amended and restated employment agreement (the “amended agreement”) with Kevin M. Olsen, the Company’s President and Chief Executive Officer.  The amended agreement is effective as of December 26, 2021 and will supersede Mr. Olsen’s current employment agreement with the Company.  The amended agreement has no fixed term of employment.

Pursuant to the amended agreement, Mr. Olsen’s base salary was set at $810,000, subject to increase (but not decrease) as determined by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors.

The amended agreement provides that Mr. Olsen will be eligible for certain payments upon termination of employment, including certain terminations of employment following a Change in Control. The table below summarizes the material terms and conditions of his prior agreement that were added and/or modified in the amended agreement.  Terms not otherwise defined herein have the meanings assigned to them in the amended agreement.

Termination Type	Payments and Benefits
Termination without Cause or resignation for Good Reason – non-Change in Control	•An aggregate amount equal to 150% of Mr. Olsen’s base salary, paid in installments over 18 months (“Standard Salary Severance”); •An amount equal to 150% of Mr. Olsen’s target annual bonus in effect at the time of termination, paid in a lump sum; •A pro-rated annual bonus for the year of termination, based on the actual bonus Mr. Olsen would have been eligible to receive based on the Compensation Committee’s good faith estimate of qualitative (if applicable) and quantitative performance standards for the year of termination, using actual performance through the date of termination and the Company’s projected performance for the remainder of the fiscal year (the “Pro-Rata Bonus”); •Provided that Mr. Olsen elects COBRA coverage, payment by the Company of COBRA premiums for Mr. Olsen, his spouse and eligible dependents for up to 18 months following termination (the “COBRA Payment”); and •Outplacement services for up to 18 months following termination.
Termination without Cause or resignation for Good Reason –3 months prior to or 24 months following a Change in Control	•An aggregate amount equal to 200% of Mr. Olsen’s base salary, paid in a lump sum; provided that the portion equal to the Standard Salary Severance will continue to be paid in installments if required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); •An amount equal to 200% of Mr. Olsen’s target annual bonus in effect at the time of termination, paid in a lump sum; •The Pro-Rata Bonus; •The COBRA Payment; •If Mr. Olsen remains eligible for COBRA coverage 18 months following termination, payment by the Company of an amount equal to the employer portion of monthly premium coverage under the Company’s group health plan for up to six months; and •Outplacement services for up to 18 months.

The foregoing description of the amended agreement is not complete and is qualified in its entirety by reference to the complete text of the amended agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

(e) Executive Severance Plan

On December 9, 2021, the Compensation Committee adopted the Dorman Products, Inc. Executive Severance Plan (the “Severance Plan”) to provide severance benefits to certain eligible employees of the Company and its affiliates

who experience a termination of employment under the conditions described in the Severance Plan. Eligible employees under the Severance Plan include, among others, employees with the title of President, Senior Vice President or Executive Vice President who are designated as a participant by the Compensation Committee. Each of the Company’s named executive officers, other than Mr. Olsen, identified in the Company’s proxy statement filed in connection with its 2021 annual meeting of shareholders (collectively, the “Named Executive Officers”) has been designated a participant in the Severance Plan. Mr. Olsen is not a participant in the Severance Plan since his severance benefits are governed by the terms of the amended agreement.  The Severance Plan is effective as of December 26, 2021. Terms not otherwise defined herein have the meanings assigned to them in Severance Plan.

Participants in the Severance Plan, including the Named Executive Officers, will be eligible for certain payments upon termination, as described in the table below.

Termination Type	Payments and Benefits
Termination without Cause or resignation for Good Reason – non-Change in Control	•An amount equal to 1.0 times the sum of the participant’s base salary and target annual bonus, paid in installments over 12 months (“Standard Cash Severance”); •A pro-rated annual bonus for the year of termination, based on the actual bonus the participant would have been eligible to receive based on the Compensation Committee’s good faith estimate of qualitative (if applicable) and quantitative performance standards for the year of termination, using actual performance through the date of termination and the Company’s projected performance for the remainder of the fiscal year (the “Pro-Rata Bonus”); •Payment by the Company of COBRA premiums for the participant and the participant’s spouse and eligible dependents for up to 12 months following termination; and •Outplacement services for up to 12 months following termination, not to exceed $50,000.
Termination without Cause or resignation for Good Reason –3 months prior to or 24 months following a Change in Control	•An aggregate amount equal to 2.0 times the sum of the participant’s base salary and target annual bonus, paid in a lump sum; provided that the portion equal to the Standard Cash Severance will continue to be paid in installments if required by Section 409A of the Code; •The Pro-Rata Bonus; •Payment by the Company of COBRA premiums for the participant and the participant’s spouse and eligible dependents for up to 18 months following termination; and •Outplacement services for up to 18 months, not to exceed $50,000.
Death or Disability	•The Pro-Rata Bonus.

As a condition to participation in the Severance Plan, each participant must enter into a Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (the “Non-Disclosure Agreement”) with the Company, in the form attached as an exhibit to the Severance Plan, that contains restrictive covenants in favor of the Company, including confidentiality, intellectual property, non-disparagement, non-competition and employee and customer non-solicitation covenants. Pursuant to the Non-Disclosure Agreement, participants are subject to non-compete and non-solicitation periods equal to the greater of 12 months following termination or the number of months of base salary to which the participant’s applicable cash severance payment relates, but not to exceed 18 months post-termination.  Participants must execute, deliver and not revoke a general release of claims in favor of the Company in order to receive benefits (except for the Pro-Rata Bonus payable upon a participant’s death).

If any payments or benefits under the Severance Plan would be considered “parachute payments” under Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments will either be (i) reduced so than no portion of the payments is subject to the excise tax or (ii) delivered in full, whichever of the foregoing results in the participant receiving a greater amount on a net after-tax basis, taking into account all federal, state and local taxes and the excise tax imposed by Section 4999 of the Code.

The Severance Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the discretion of the Company’s Board of Directors or the Compensation Committee; provided, that no adverse amendment, termination or discontinuance may be made without the consent of a participant who has undergone a

covered termination prior to the effective date of any such adverse amendment, termination or discontinuance; and provided further, that following (x) the date the Company has entered into an agreement the consummation of which would be a Change in Control or (y) a Change in Control, the Severance Plan cannot be amended, terminated or discontinued prior to the second anniversary of the change in control without a participant’s written consent.

The foregoing description of the Severance Plan is not complete and is qualified in its entirety by reference to the complete text of the Severance Plan, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.  

(d)Exhibits

Exhibit NumberDescription

10.1	Amended and Restated Employment Agreement between the Company and Kevin M. Olsen dated December 13, 2021
10.2	Dorman Products, Inc. Executive Severance Plan
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DORMAN PRODUCTS, INC.

Date:December 13, 2021	By:   /s/ Joseph P. Braun
	Name: Joseph P. Braun
	Title: Senior Vice President, General Counsel and               Secretary

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”)is made and entered into this 13^th day of December, 2021, by and between DORMAN PRODUCTS, INC., a Pennsylvania corporation (the “Company”), and KEVIN OLSEN (the “Executive”), and is effective as of December 26, 2021 (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, the Company and the Executive are party to that certain Employment Agreement, dated as of January 10, 2019 (the “Prior Agreement”), the term of which expires on December 31, 2021.

WHEREAS, the Company and the Executive desire to enter into this Agreement to amend and restate the Prior Agreement and to set forth the terms and conditions of the Executive’s continued employment with the Company as President and Chief Executive Officer of the Company as of the Effective Date.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1EMPLOYMENT AND DUTIES

1.1Employment Period.  The Company hereby agrees to continue to employ the Executive, and the Executive hereby agrees to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and continuing until the date the Executive’s employment is terminated pursuant to Section 5 hereof (such period of employment, the “Employment Period”).

1.2General.

1.2.1During the Employment Period, the Executive shall have the title of President and Chief Executive Officer of the Company and shall have the authorities, duties and responsibilities customarily exercised by an individual serving in these positions in a corporation of the size and nature of the Company and such other authorities, duties and responsibilities as may from time to time be reasonably delegated to him by the Board of Directors of the Company (the “Board”) that are consistent with the foregoing.  The Executive shall faithfully and diligently discharge his duties hereunder and use his reasonable efforts to implement the policies established by the Board from time to time.  The Executive shall report directly to the Board.

1.2.2The Executive shall devote all of his business time, attention, knowledge and skills faithfully, diligently and to the best of his ability, in furtherance of the business and activities of the Company; provided, however, that nothing in this Agreement shall preclude the Executive from devoting reasonable periods of time required for:

(i)delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise;

(ii)engaging in professional organization and program activities;

(iii)managing his personal passive investments and affairs;

(iv)participating in charitable or community affairs; and

(v)serving as a member of not more than one (1) public company’s board of directors (other than the Company), subject to obtaining approval from a majority of the non-employee members of the Board as required by the Company’s Corporate Governance Guidelines;

unless such activities materially, individually or in the aggregate, interfere with the due performance of his duties and responsibilities under this Agreement or create a conflict of interest with the business of the Company, as determined in good faith by a majority of the non-employee members of the Board. Notwithstanding the foregoing, the Executive will be subject to any applicable restrictions set forth in the Company’s Corporate Governance Guidelines, as may be amended from time to time.

1.3Reimbursement of Expenses.  During the Employment Period, the Company shall pay the reasonable expenses incurred by the Executive in the performance of his duties hereunder, including, without limitation, those incurred in connection with business related travel or entertainment, or, if such expenses are paid directly by the Executive, the Company shall promptly reimburse him for such payments, provided that the Executive properly accounts for such expenses in accordance with the Company’s business expense reimbursement policy.  To the extent any such reimbursements (and any other reimbursements of costs and expenses provided for herein) are includable in the Executive’s gross income for Federal income tax purposes, all such reimbursements shall be made no later than March 15 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

2COMPENSATION

2.1Base Salary.  During the Employment Period, the Executive shall be entitled to receive a base salary at a rate of $810,000 per annum, which base salary shall be payable in accordance with the payroll practices of the Company, with such increases (but no decreases) as may be determined by the Compensation Committee of the Board (the “Compensation Committee”) from time to time (as increased from time to time, the “Base Salary”).

2.2Annual Bonuses. In addition to the Base Salary, the Executive shall be eligible to receive during the Employment Period annual cash bonuses under the Company’s 2018 Cash Bonus Plan and/or any other cash incentive plan maintained by the Company (such plan, the “Bonus Plan”), as determined by the Compensation Committee in its sole discretion within the parameters of the Bonus Plan.

2.3Equity Related Awards.

2.3.1Following the Effective Date, the Executive may receive during the Employment Period grants of awards under the Company’s 2018 Stock Option and Stock Incentive Plan and/or any other equity-related incentive plan maintained by the Company (such

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plan, the “Stock Plan”), as determined by the Compensation Committee in its sole discretion within the parameters of the Stock Plan.

2.3.2The treatment of any equity awards held by the Executive under the Stock Plan in connection with the termination of the Executive’s employment shall be determined under the Stock Plan and/or award agreement relating to such award.

2.4Additional Compensation.  During the Employment Period, in addition to the foregoing and the benefits and perquisites described in Section 4, the Executive shall be eligible to receive such other compensation as may from time to time be awarded him by the Compensation Committee, in its sole discretion.

2.5Clawback.  The Executive agrees that the compensation and benefits provided by the Company under this Agreement or otherwise is subject to recoupment or clawback under any applicable Company clawback or recoupment policy that is generally applicable to the Company’s executives, as may be in effect from time to time, or as required by law, government regulation or stock exchange listing requirement.

3PLACE OF PERFORMANCE.  In connection with his employment by the Company, the Executive shall be based at the Company’s executive offices, currently located in Colmar, Pennsylvania.

4EMPLOYEE BENEFITS AND PERQUISITES

4.1Benefit Plans.  During the Employment Period, the Executive shall be eligible to participate in all employee benefit plans, programs or arrangements on the terms and conditions no less favorable than provided to other senior executives of the Company, which shall be established or maintained by the Company generally for its employees, or generally made available to its senior executives, in each case subject to the terms, conditions and restrictions of the applicable plan, program or arrangement; provided, however, that participation in the Bonus Plan, the Stock Plan and/or other equity and incentive plans shall be as determined by the Compensation Committee in its sole discretion, as described in Section 2.

4.2Vacation.  The Executive shall be entitled to not less than four (4) weeks’ vacation at full pay for each calendar year during the Employment Period. Such vacation may be taken in the Executive’s discretion, and at such time or times as are not inconsistent with the reasonable business needs of the Company.  Any vacation not used during a calendar year shall be forfeited without compensation and may not be carried over to any subsequent calendar year.

4.3Life Insurance.  The Company shall acquire and pay the applicable premium on a term life insurance policy on the life of the Executive with a benefit in the amount of Two Million Dollars ($2,000,000) payable to a beneficiary designated by the Executive, provided that the annual premium payable by the Company for such policy shall not exceed Ten Thousand Dollars ($10,000) (the “Life Premium Threshold”).  To the extent the applicable annual premium would otherwise exceed the Life Premium Threshold, at the Executive’s sole option, either (i) the benefit payable under the policy shall be reduced to the minimum extent necessary such that the annual premium for such policy does not exceed the Life Premium Threshold, or (ii) the Executive shall reimburse the Company for the amount of the annual premium over the

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Life Premium Threshold.  The Executive shall cooperate with the Company to the extent necessary to acquire such term life insurance policy, including without limitation, by submitting to examinations by Company selected physicians.

4.4Disability Insurance.  The Company shall acquire and pay the applicable premium on a long-term disability insurance policy for the Executive with a benefit in the amount of sixty percent (60%) of the Executive’s monthly earnings as of immediately prior to the incurrence of the disability, provided that the annual premium payable by the Company for such policy shall not exceed Sixteen Thousand Five Hundred Dollars ($16,500) (the “Disability Premium Threshold”). To the extent the applicable annual premium would otherwise exceed the Disability Premium Threshold, at the Executive’s sole option, either (i) the benefit payable under the policy shall be reduced to the minimum extent necessary such that the annual premium for such policy does not exceed the Disability Premium Threshold, or (ii) the Executive shall reimburse the Company for the amount of the annual premium over the Disability Premium Threshold.  The Executive shall cooperate with the Company to the extent necessary to acquire such term long-term disability insurance policy, including without limitation, by submitting to examinations by Company selected physicians.

5TERMINATION OF EMPLOYMENT PERIOD

5.1General.  The Employment Period shall end as of the Executive’s termination of employment hereunder.  The Executive’s employment under this Agreement may be terminated without any breach of this Agreement only on the following circumstances:

5.1.1Death.  The Executive’s employment under this Agreement shall terminate upon his death.

5.1.2Disability.  If the Executive suffers a Disability (as defined below), the Company may terminate the Executive’s employment under this Agreement upon ninety (90) days prior written notice; provided that the Executive has not returned to full time performance of his duties during such ninety (90) day period.  For purposes hereof, “Disability”shall mean the Executive’s “disability” under the Company’s long-term disability plan or insurance policy covering the Executive, if any, otherwise, the Executive’s inability to perform his duties and responsibilities hereunder, with or without reasonable accommodation, due to any physical or mental illness or incapacity, which condition either (i) has continued for a period of two hundred seventy (270) days (including weekends and holidays) in any consecutive three hundred sixty-five (365)-day period or (ii) is projected by the Board in good faith in reliance upon the opinion of a physician mutually selected by the Company and the Executive (or the Executive’s authorized representative), that the condition is substantially likely to continue for a period of at least nine (9) consecutive months from its commencement.

5.1.3Good Reason.  The Executive may terminate his employment under this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

(i)a material diminution of the title, authorities, duties or responsibilities of the Executive set forth in Section 1.2 above;

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(ii)anyreduction by the Company in the Executive’s Base Salary, other than a reduction of not more than fifteen percent (15%) implemented in connection with an across-the-board reduction affecting all executive officers of the Company;

(iii)a change in the Executive’s primary place of employment such that the Executive’s commute increases by at least twenty-five (25) miles;

(iv)the assignment to the Executive of duties or responsibilities which are materially inconsistent with any of his duties and responsibilities set forth in Section 1.2 hereof;

(v)a change in the reporting structure so that the Executive reports to someone other than solely and directly to the Board; or

(vi)upon or within twenty-four (24) months following a Change in Control (as defined in the Stock Plan), (A) a reduction in the Executive’s Base Salary in effect immediately prior to the Change in Control or (B) a material reduction in the sum of (1) the Executive’s target bonus opportunity under the Bonus Plan for the last completed fiscal year immediately prior to the Change in Control plus (2) the grant date fair value of equity or equity-based awards granted to the Executive under the Stock Plan for the last completed fiscal year immediately prior to the Change in Control;

provided, however, that none of the foregoing events or conditions will constitute Good Reason unless the Executive provides the Company with written objection to the event or condition within 90 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within thirty (30) days of receiving that written objection, and the Executive resigns his employment within thirty (30) days following the expiration of that cure period.

5.1.4Without Good Reason.  The Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written notice by the Executive to the Board at least one hundred and twenty (120) days prior to the effective date of such termination.

5.1.5Cause.  The Company may terminate the Executive’s employment under this Agreement at any time for Cause. Termination for “Cause” shall mean termination of the Executive’s employment because of the occurrence of any of the following as determined by the Board:

(i)the willful and continued failure by the Executive to attempt in good faith substantially to perform his obligations under this Agreement (other than any such failure resulting from the Executive’s incapacity due to a Disability); provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and, where practical, the Executive has been afforded at least thirty (30) days to cure same;

(ii)the indictment of the Executive for, or his conviction of or plea of guilty or nolo contendere to, a felony or any other crime involving moral turpitude or dishonesty; or

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(iii)the Executive’s willfully engaging in misconduct in the performance of his duties for the Company or other than in the performance of his duties for the Company (including, but not limited to, theft, fraud, embezzlement, and securities law violations or a violation of the Company’s “Code of Ethics and Business Conduct” or any other written policy of the Company) that is materially injurious to the Company, or, in the good faith determination of the Compensation Committee, is potentially materially injurious to the Company, monetarily or otherwise.

For purposes of this Section 5.1.5, no act, or failure to act, on the part of the Executive shall be considered “willful,” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including reputationally).  Prior to any termination for Cause, the Executive will be given five (5) business days written notice specifying the alleged Cause event and will be entitled to appear (with counsel) before the Board to present information regarding his views on the Cause event, and after such hearing, there is at least a majority vote of the Board to terminate him for Cause.  After providing the notice in foregoing sentence, the Board may suspend the Executive with full pay and benefits until a final determination pursuant to this Section has been made.

5.1.6Without Cause.  The Company may terminate the Executive’s employment under this Agreement without Cause immediately upon written notice by the Company to the Executive, other than for death or Disability.

5.2Notice of Termination.  Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.

5.3Date of Termination.  The “Date of Termination”shall mean (a) if the Executive’s employment is terminated by his death, the date of his death; (b) if the Executive’s employment is terminated pursuant to Section 5.1.2, ninety (90) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such ninety (90)-day period); (c) if the Executive’s employment is terminated pursuant to Sections 5.1.3 or 5.1.5, the date specified in the Notice of Termination after the expiration of any applicable cure periods; (d) if the Executive’s employment is terminated pursuant to Section 5.1.4, the date specified in the Notice of Termination which shall be at least one hundred and twenty (120) days, as applicable, after Notice of Termination is given, or such earlier date as the Company shall determine, in its sole discretion; and (e) if the Executive’s employment is terminated pursuant to Section 5.1.6, the date specified in the Notice of Termination.

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5.4Compensation Upon Termination.

5.4.1Termination for Cause or without Good Reason.  If the Executive’s employment shall terminate under Section 5.1.4 or Section 5.1.5, the Executive shall receive from the Company: (a) any earned but unpaid Base Salary through the Date of Termination, paid in accordance with the Company’s standard payroll practices; (b) reimbursement for any unreimbursed expenses properly incurred and paid in accordance with Section 1.3 through the Date of Termination; (c) payment for any accrued but unused vacation time in accordance with Company policy; (d) such vested accrued benefits, and other payments, if any, as to which the Executive (and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit arrangements, plans and programs of the Company (including equity awards which pursuant to the terms of the Stock Plan and/or the applicable award agreement vest as of the Date of Termination) as of the Date of Termination, ((a) through (d) herein referred to as the “Amounts and Benefits”); and the Company shall have no further obligation with respect to this Agreement, except as provided in Sections 7 and 8 of this Agreement.

5.4.2Termination for Good Reason or Without Cause.  If the Executive’s employment terminates under Sections 5.1.3 or 5.1.6, then the Company shall pay or provide the Executive the Amounts and Benefits and, subject to Sections 5.4.4 and 5.4.5:

(i)an aggregate amount equal to one hundred fifty percent (150%) of the Executive’s Base Salary (“Standard Salary Severance”) payable over a period of eighteen (18) months following termination of employment (the “BaseSalary Severance Period”) in accordance with the usual payroll practices of the Company; provided, however, if the Executive’s employment terminates under Sections 5.1.3 or 5.1.6 either (A) within the three (3) month period prior to a Change in Control and it is reasonably demonstrated by the Executive that such termination (x) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control (and such transaction is actually consummated) or (y) otherwise arose in connection with or in anticipation of a Change in Control (and such transaction is actually consummated), or (B) within twenty-four (24) months following a Change in Control (such termination, a “CIC-Related Termination”), such amount shall be equal to two hundred percent (200%) of the Executive’s Base Salary (“CIC Salary Severance”).  If the Executive incurs a CIC-Related Termination and (x) such termination is within the three (3) month period prior to a Change in Control or (y) the Change in Control does not constitute a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”), the Standard Salary Severance shall continue to be paid to the Executive in accordance with the usual payroll practices of the Company over the Base Salary Severance Period and the portion of the CIC Salary Severance in excess of the Standard Salary Severance shall be paid to the Executive in a lump sum sixty (60) days after the consummation of the Change in Control. If the Executive incurs a CIC-Related Termination on or within twenty-four (24) months after a Change in Control that is also a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Code, the CIC Salary Severance shall be paid to the Executive in a lump sum sixty (60) days after the Date of Termination.

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(ii)the Company shall pay the Executive an amount equal to one hundred fifty percent (150%) of the Executive’s target annual bonus that was in effect at the time of Executive’s termination under the Bonus Plan in a lump sum on the regular payroll date of the Company coincident with or next following the sixtieth(60^th) day after the Executive’s date of employment termination;provided, however, if the Executive’s employment termination is a CIC-Related Termination, such amount shall be two hundred percent (200%) of the Executive’s target annual bonus that was in effect under the Bonus Plan at the time of the Executive’s termination, payablein a lump sum on the regular payroll date of the Company coincident with or next following the sixtieth (60^th) day after the Date of Termination;

(iii)the Company shall pay to the Executive an amount equal to a pro-rated annual bonus (“Pro-Rated Annual Bonus”) under the Bonus Plan for the year in which such employment termination occurs, which Pro-Rated Annual Bonus shall be determined by multiplying (a) the quotient obtained by dividing (i) the number of days the Executive worked in the year his employment with the Company terminates by (ii) 365, and (b) the actual annual bonus the Executive would be eligible to receive based on the Compensation Committee’s good faith estimate of the achievement of the qualitative (if applicable) and quantitative performance standards established for the year in which the Executive’s termination occurs using the actual Company performance through the date of the Executive’s termination, as well as the Company’s projected performance for the remainder of the fiscal year in which the Executive’s termination occurs using the Company’s most recent financial forecast (in each case, consistent with the terms of the Bonus Plan and past practice), which Pro-Rated Annual Bonus shall be paid in a lump sum within sixty (60) days following the Date of Termination;

(iv)provided the Executive validly elects continuation coverage under COBRA or similar state law for the Executive, his spouse and/or dependents, the Company shall pay to the Executive monthly cash payments in an amount equal to the monthly premium for such coverage for the electing Executive, spouse and/or dependents (or apply such amount to the payment of such continuation coverage) until the earliest of (x) eighteen (18) months following the Date of Termination (the “COBRA End Date”), (y) the date the Executive becomes eligible for coverage under a subsequent employer’s health plan and (z) the date the Executive, his spouse and/or his dependents cease to be eligible under COBRA.  In the event the Executive incurs a CIC-Related Termination and remains eligible for COBRA continuation coverage through the COBRA End Date, the Company shall pay the Executive an amount equal to the employer portion of monthly premium coverage under the Company’s group health plan until the earlier of (x) six (6) months following the COBRA End Date and (y) the date the Executive becomes eligible for coverage under a subsequent employer’s health plan.  The monthly amounts payable under this Section 5.4.2(iv) shall be paid on the first payroll date of each month; and

(v)the Company shall provide reasonable outplacement services directly related to the type of services the Executive provided to the Company for a period of eighteen (18) months following the date of the Executive’s termination, to be provided by a reputable outplacement services firm.

5.4.3Termination upon Death or Disability.  If the Executive’s employment terminates under Sections 5.1.1 or 5.1.2, then the Company shall pay or provide the Executive the Amounts and Benefits and continued Base Salary payments for a period of three (3) months

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following the Date of Termination in accordance with the usual payroll practices of the Company.

5.4.4No Mitigation or Offset.  The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5.4 by seeking other employment or otherwise, and the amount of any payment provided for in this Section 5.4 shall not be reduced by any insurance benefits, compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the Date of Termination.  The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against the Executive for any reason.

5.4.5Release.  Notwithstanding any provision to the contrary in this Agreement, the Company’s obligation to pay or to provide the Executive with the payments and benefits under Section 5.4.2 (other than the Amounts and Benefits), shall be conditioned on the Executive’s executing and not revoking a waiver and general release substantially in the form set forth as Exhibit A attached to this Agreement (with such changes therein, if any, as are legally necessary at the time of execution to make it enforceable as reasonably determined by the Company) (the “Release”) by the sixtieth (60^th) day following the effective date of his termination of employment.  The benefits described in Section 5.4.2 will begin to be paid or provided as soon as administratively practicable after the Release becomes irrevocable, provided that if the 60-day period described above begins in one taxable year and ends in a second taxable year such payments or benefits shall not commence until the second taxable year.

6NEGATIVE COVENANTS OF THE EXECUTIVE.

6.1During the Employment Period and for a period of eighteen (18) months thereafter, the Executive will not, directly or indirectly:

(i)solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company and its subsidiaries and affiliates (collectively, the “Company Group”) to terminate his or her employment or engagement by the Company Group in order to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Company Group, except in furtherance of his responsibility during the Employment Period; or

(ii)authorize or assist in the taking of such action by any third party.

For purposes of this Section 6.1, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the twelve (12) months prior to the termination of the Executive’s employment and for eighteen (18) months following the Executive’s termination of employment.  The Executive shall not be deemed to have violated the provisions of this Section 6.1 by reason of an isolated act, or failure to act, not taken in bad faith.

6.2During the Employment Period and for a period of eighteen (18) months thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial

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investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (together with its affiliates and subsidiaries, the “Competing Enterprise”)which is engaged, directly or indirectly, during the Employment Period in competition with the Company Group in the Business (as defined below); provided, in either case, that the Businesses of the Competing Enterprise account for more than ten percent(10%) of the gross sales of the Competing Enterprise for its most recently completed fiscal year and the Executive does not work or consult in such Business.  The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, regardless of whether engaged in competition with the Company Group, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than one percent (1%) of the combined voting power of the voting securities of such company.For purposes of this Agreement, “Business” shall mean a supplier of automotive replacement parts, brake parts and fasteners to the automotive aftermarket (including, without limitation, the light, medium, and heavy duty truck aftermarket) or a supplier of home fasteners and electrical wiring components to mass merchandisers, or any other business activities of the Company Group accounting for more than ten percent (10%) of its gross sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Company Group operates or, at the end of Employment Period, proposes to operate.

6.3During the Employment Period and for a period of eighteen (18) months thereafter, the Executive will not, directly or indirectly, encourage, induce, attempt to induce, solicit or attempt to solicit, any customer, distributor, vendor, marketer or sponsor of the Company Group to cease or interfere with its customer, distributor, vendor, marketer or sponsor relationship with the Company Group.

6.4During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Company Group’s business) use, divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Company Group which is confidential, including, without limitation, “know-how,” trade secrets, customer and supplier lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Company Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Executive not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Company Group or by any predecessor thereof) concerning the business of the Company Group or any predecessor thereof shall be the property of the Company or such other member of the Company Group and shall be delivered to the Company or such

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other member of the Company Group promptly upon the termination of the Employment Period.  Notwithstanding the foregoing, nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Securities and Exchange Commission (the “SEC”) and this Agreement does not limit the Executive’s ability to communicate with the SEC or otherwise participate in any investigation or proceeding that may be conducted by the SEC, including providing documents or other information.

6.5The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas, writings and works for hire that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Company Group and any predecessor thereof (collectively, the “Developments”), are and shall remain the sole and exclusive property of the Company Group; and the Executive hereby assigns to the Company Group all of his right, title and interest in all such Developments.  The Executive shall promptly and fully disclose all future Developments to the Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Company Group all instruments that the Company Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company’s counsel, to enable the Company Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary.

6.6 Pursuant to the Defend Trade Secrets Act of 2016,  an individual shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

6.7The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Company Group’s business and that irreparable injury would be sustained by the Company Group in the event of his breach of any of the covenants contained in this Section 6, which injury could not be remedied adequately by the recovery of damages in an action at law.  Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company and, to the extent appropriate, any other member of the Company Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal bond, with or without surety, and that such an injunction will not impose an undue hardship on him.  Without limiting the generality of the foregoing, if the Executive breaches any of the covenants contained in this Section 6, the Company may immediately cease paying, and the Executive shall have no further right to receive, any or all of

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the payments and benefits to which the Executive is otherwise entitled to receive under Section 5.4.2 other than Amounts and Benefits which the Executive will be entitled to receive under Section 5.4.1.

6.8The provisions of this Section 6 shall survive the termination of this Agreement as set forth in each subsection, irrespective of the reasons therefor.

6.9If any court determines that any of the provisions of this Section 6 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions.  If any court construes any of the provisions of this Section 6, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted.

7INDEMNIFICATION/ DIRECTORS AND OFFICERS LIABILITY INSURANCE

During the Employment Period and thereafter, the Company shall indemnify and hold harmless the Executive and his heirs and representatives as, and to the extent, provided in the Company’s charter documents, including, but not limited to, its By-Laws. During the Employment Period and thereafter, the Company shall also cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.

8MISCELLANEOUS

8.1Notices.  All notices or communications hereunder shall be in writing, addressed as follows (or to such other address as either party may have furnished to the other in writing by like notice):

To the Company: Dorman Products, Inc.
3400 East Walnut Street
Colmar, PA 18915 — Attn: General Counsel

To the Executive, at the last address for the Executive on the books of the Company.

Such addresses may be changed by notice by Company to the Executive or by notice by Executive to the Company.

8.2Severability.  Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

8.3Binding Effect; Benefits.  The Executive may not delegate his duties or assign his rights hereunder. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company other than pursuant to a merger or consolidation in

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which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets or businesses of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or by operation of law.  For the purposes of this Agreement, the term “Company” shall include the Company and, subject to the foregoing, any of its successors and assigns.  This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

8.4Entire Agreement.  This Agreement, including the Exhibits hereto, represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive, including the Prior Agreement but excluding any award agreement evidencing an outstanding award under the Company’s 2018 Stock Option and Stock Incentive Plan.  This Agreement (including any of the Exhibits hereto) may be amended at any time by mutual written agreement of the parties hereto.

8.5Withholding.  The payment of any amount pursuant to this Agreement shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by applicable law.

8.6Governing Law.  This Agreement and the performance of the parties hereunder shall be governed by the internal laws (and not the law of conflicts) of the Commonwealth of Pennsylvania.

8.7Arbitration.  Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Montgomery County, Pennsylvania under the Employment Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to:  (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules.  The determination of the arbitrator(s), which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators’ award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

8.8Tax Matters.

8.8.1It is intended that the provisions of this Agreement comply with or are exempt from Section 409A of Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.  If any provision of this Agreement (or of any

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award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided that, to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision shall be maintained, but the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company.  The Company shall timely use its reasonable business efforts to amend any plan or program in which the Executive participates to bring it in compliance with Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith.

8.8.2A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean such Separation from Service.  If the Executive is deemed on the date of termination of his employment to be a “specified employee,” within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by the Company from time to time, or if none, the default methodology, then with regard to any payment, the providing of any benefit or any distribution of equity made subject to this Section 8.8.2, to the extent required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, and any other payment, the provision of any other benefit or any other distribution of equity that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (ii) the date of the Executive’s death.  On the first day of the seventh month following the date of the Executive’s Separation from Service or, if earlier, on the date of his death, (x) all payments delayed pursuant to this Section 8.8.2 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein and (y) all distributions of equity delayed pursuant to this Section 8.8.2 shall be made to the Executive.  On any delayed payment date under this Section 8.8.2, there shall be paid to the Executive or, if the Executive has died, to his estate, in a single cash lump sum together with the payment of such delayed payment, interest on the aggregate amount of such delayed payment at the “Delayed Payment Interest Rate” (as defined below) computed from the date on which such delayed payment otherwise would have been made to the Executive until the date paid.  For purposes of the foregoing, the “Delayed Payment Interest Rate”shall mean the short term Applicable Federal Rate as of the business day immediately preceding the payment date for the applicable delayed payment. For purposes of the application of Code Section 409A, each payment in a series of payments under this Agreement will be deemed a separate payment.

8.8.3With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another

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benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of theCode, solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

8.9Survivorship.  Except as otherwise expressly set forth in this Agreement, upon the expiration of the Employment Period, the respective rights and obligations of the parties shall survive such expiration to the extent necessary to carry out the intentions of the parties as embodied in this Agreement.  This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties.

8.10Counterparts.  This Agreement may be executed in counterparts (including by fax or pdf) which, when taken together, shall constitute one and the same agreement of the parties.

8.11Executive’s Representations.  The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses.  The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein.

8.12Headings.  Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof.

[End of Text - Signature page follows]

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IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be duly executed and delivered in their name and on their behalf, all as of the day and year first above written.

DORMAN PRODUCTS, INC.

By: /s/ Steven Berman
Name: Steven Berman
Title: Executive Chairman

EXECUTIVE

/s/ Kevin Olsen
Kevin Olsen

EXHIBIT A

General Release and Waiver

Intending to be legally bound, and in consideration for Dorman Products, Inc. (the “Company”) providing me with payments and benefits (subject to taxes and all withholding requirements) set forth in Section 5.4 of the Amended and Restated Employment Agreement between Dorman Products, Inc. and me, dated December __, 2021 (the “Employment Agreement”), but not including the Amounts and Benefits (as defined in such Employment Agreement), I, Kevin Olsen, on behalf of and for the benefit of myself, my heirs, executors, administrators, representatives, successors and assigns, agree to the following:

1) I fully, finally, and forever waive and release any and all claims that I have or may have against the Company, its past, present, and future parents, subsidiaries, affiliates, related companies, successors, assigns, shareholders, officers, directors, agents, representatives, employees and insurers, and all persons acting by, through, under or in concert with them, or any of them (collectively, the “Releasees”), based on any claim or cause of action arising at any time prior to and including the date that I sign this General Waiver and Release (this “Release”), provided that I do not waive or release any claims for or relating to (a) the Amounts and Benefits or any compensation upon termination of employment as set forth in Section 5.4 of the Employment Agreement, (b) any rights to indemnification as a current or former director or officer of the Company, or (c) any rights as a shareholder of the Company (including but not limited to rights to vested equity awards granted during my employment) (all such unreleased claims, the “Unreleased Claims”).

2) I represent, warrant and covenant that I have not filed any complaints, charges or lawsuits against any Releasees. I agree further that I will terminate with prejudice any and all pending legal actions, complaints, suits or charges that I have made or instituted against any and all Releasees based on any claim, matter or thing arising at any time prior to and including the date I sign this Release.

3) I, on behalf of my heirs, executors, estate, administrators and assigns, hereby unconditionally and generally release and discharge Releasees, and each and every one of them, of and from all actions, causes of action in law or equity, claims, suits, debts, liens, contracts, agreements, promises, liability, damages, loss or expense, and demands of any nature whatsoever, known or unknown, foreseen or unforeseen, fixed or contingent (hereinafter, collectively, “Claims”), which I have or may have against Releasees, and/or any of them, arising at any time prior to and including the date I sign this Release; further including, without limitation, any and all Claims which relate directly or indirectly to my employment with the Company and my separation from that employment; and further including, without limitation, Claims related to salary, bonuses, commissions, stock, stock options, or any other ownership or equity interest in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and further including, without limitation, Claims, whether statutory, at common law or otherwise, for wrongful termination of employment, retaliation (including whistleblower Claims), breach of contract, detrimental reliance, promissory estoppel, infliction of emotional distress, defamation, fraud, breach of covenant of good faith and fair dealing,

misrepresentation or any other tort, and Claims under the laws of the United States, the Commonwealth of Pennsylvania, or any other state; and further including, without limitation, Claims under the Family and Medical Leave Act, Employee Retirement Income Security Act, the Racketeer Influence and Corrupt Organizations Act, the Worker Adjustment and Retraining Notification Act, the Sarbanes-Oxley Act, or qui tam claims under the False Claims Act, or Claims for discrimination based upon sex, race, age, national origin, religion, handicap, disability, or other protected status, or for retaliation, including, without limitation, Claims based on Title VII of the United States Civil Rights Act of 1964, Section 1981 of U.S.C. Title 42, the Equal Pay Act, the United States Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the United States Age Discrimination in Employment Act, the Pennsylvania Human Relations Act; and any Claims under any other law, local, state or federal, pertaining to employment or the relationship between employer and employee; provided, however, that this Release shall not apply to (a) any rights or Claims that are not waivable as a matter of law or (b) the Unreleased Claims.

4) I represent, warrant and covenant that I have not heretofore assigned or transferred, or purported to assign or transfer, to any person or entity, any Claims against any Releasee or any portion thereof or interest therein.

5) I hereby waive any right to become, and promise not to become, a member of any class or collective action proceeding or case against the Company or any Releasee based on any Claim that arises prior to the date I sign this Release.

6) This Release shall not apply to my Claims for workers’ compensation or unemployment compensation benefits or to any legal action seeking to challenge the validity of, or to enforce, this Release.

7) I understand and agree that nothing in this Release is intended to, or shall, interfere with or affect my right to participate or cooperate in any federal, state, or local administrative or government agency (such as the Equal Employment Opportunity Commission, Securities and Exchange Commission, Department of Labor or National Labor Relations Board) proceeding or investigation or to file a charge or claim with such an agency.  I agree that I waive, and shall not be entitled to any recovery, relief, or monetary award in connection with any such charge, claim, or proceeding, regardless of who filed or initiated the charge, claim, or proceeding (including, without limitation, any charge, claim, or proceeding filed or initiated by a government agency or other third party), except to the extent, if any, that such waiver is prohibited by law. Notwithstanding the foregoing, this Release does not limit my right to receive an award for information provided to the Securities and Exchange Commission.

8) I intend for this Release to comply with the Older Workers’ Benefit Protection Action of 1990 (29 U.S.C. Section 626), as amended. Accordingly, I acknowledge and represent as follows:

a) I waive any rights or Claims I may have, including but not limited to those under the United States Age Discrimination in Employment Act (“ADEA”), knowingly and

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voluntarily and in exchange for the consideration of value to which I would not otherwise have been entitled, as set forth in the Agreement.

b) I have been advised by the Company to consult an attorney before I sign this Release.

c) I have been given a period of at least twenty-one (21) days within which to consider this Release.  I understand and acknowledge that, at my option alone, this Release may be executed prior to the expiration of the twenty-one (21) day period.

d) I have been informed by the Company that I may revoke this Release during a period of seven (7) days after signing it by providing written notice of such revocation to Dorman Products, Inc. — Attention: Vice President, Human Resources, 3400 East Walnut Street, Colmar, PA 18915, which is received prior to the end of the seven (7) day period and that this Release shall not become effective or enforceable until the revocation period has expired without my having exercised this right of revocation.

e) I have carefully read and fully understand all provisions of this Release, which includes a full release and waiver of any and all claims.

f) I have signed this Release knowingly and voluntarily and understand that I am not waiving or releasing any Claims that may arise after the date this waiver and release is executed.

Dated:________________________	____________________________________ Kevin Olsen
Dated:________________________	____________________________________ Witness Print
	____________________________________ Witness Name

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EX-10.2

Exhibit 10.2

FINAL VERSION

DORMAN PRODUCTS, INC.
EXECUTIVE SEVERANCE PLAN

Plan Document/Summary Plan Description

Dorman Products, Inc. (the “Company”) has adopted the Dorman Products, Inc. Executive Severance Plan (the “Plan”) for the benefit of certain employees of the Company and its subsidiaries (hereinafter referred to as the “Company Group”), on the terms and conditions hereinafter stated, effective as of the Effective Date.  

The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of Section 3(2) of ERISA.  Rather, the Plan is intended to be a “welfare benefit plan” within the meaning of Section 3(1) of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations, Section 2510.3-2(b).  Accordingly, any benefits paid pursuant to the terms of the Plan are not deferred compensation for purposes of ERISA, and no Participant shall have a vested right to such benefits.  To the extent applicable, it is intended that portions of the Plan either comply with or be exempt from the provisions of Section 409A of the Code.  The Plan shall be administered in a manner consistent with this intent and any provision that would cause the Plan to fail to either constitute a welfare benefit plan under ERISA or comply with or be exempt from Section 409A of the Code, as the case may be, shall have no force and effect.  This document serves as both the plan document as required under Section 402 of ERISA as well as a summary plan description as required under Section 104(b) of ERISA.

1.Definitions.

(a)“Accrued Obligations” means (i) all accrued but unpaid Base Salary through the date of a Covered Termination, (ii) any unpaid or unreimbursed expenses incurred in accordance with the policies of the Employer, and (iii) any benefits provided under the employee benefit plans and programs of the Company Group in which the Participant participates immediately prior to, and is due upon or continues after, a termination of employment, including rights with respect to Company equity (or equity derivatives) and rights with respect to Company nonqualified deferred compensation arrangements.

(b)“Affiliate” has the meaning set forth in the Stock Plan.

(c)“Annual Bonus Program” means the annual cash incentive bonus program in which the Participant participates as of the date of such Participant’s Covered Termination.

(d)“Anticipatory Termination” means a Covered Termination occurring within the three months prior to the occurrence of a Change in Control; provided, that it is reasonably demonstrated that such termination (A) was at the request of a third party who has taken steps reasonably calculated or intended to effect the Change in Control (and such transaction is actually consummated) or (B) otherwise arose in connection with or in anticipation of the Change in Control (and such transaction is actually consummated).

(e)“Asset Sale” means a Change in Control resulting from the consummation of a sale or other disposition of all or substantially all of the assets of the Company.

(f)“Award” has the meaning set forth in the Stock Plan.

(g)“Base Salary” means the Participant’s then current annual base salary rate immediately prior to his or her Covered Termination (or, if higher, the annual base salary immediately prior to an event that constitutes Good Reason hereunder), and determined without regard to any salary deferrals under any deferred compensation or cafeteria plans or programs of the Company Group in which the Participant participates.

(h)“Board” means the Board of Directors of the Company.

(i)“Cash Severance Amount” means, with respect to any Participant, the “Cash Severance Amount”, as set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category or job title.

(j)“Cause” means the occurrence of any of the following as determined by the Committee:

(i)the Participant’s willful and continued failure to attempt in good faith substantially to perform the Participant’s employment duties (other than any such failure resulting from the Participant’s incapacity due to a Disability); provided, however, that the Company shall have provided the Participant with written notice that such actions are occurring and, where practical, the Participant has been afforded at least 15 days to cure same;

(ii)the Participant’s indictment for, or conviction or plea of guilty or nolo contendere to, a felony or any other crime involving moral turpitude or dishonesty; or

(iii) the Participant’s willfully engaging in misconduct in the performance of the Participant’s duties for the Employer or other than in the performance of the Participant’s duties for the Employer (including, but not limited to, theft, fraud, embezzlement and securities law violations, a violation of the Company’s “Code of Ethics and Business Conduct” or other written policies, or a material breach of the Non-Disclosure Agreement or any other restrictive covenants to which the Participant is subject) that is materially injurious to the Company, or, in the good faith determination of the Committee, is potentially materially injurious to the Company, monetarily or otherwise.

For purposes of this Section 1(j), no act, or failure to act, on the part of the Participant shall be considered “willful,” unless done, or omitted to be done, by the Participant in bad faith and without a reasonable belief that the Participant’s action or omission was in, or not opposed to, the best interests of the Company (including reputationally).  Prior to any termination for Cause, the Participant will be given five business days written notice specifying the alleged Cause event.  After providing the notice in foregoing sentence, the Board or the Chief Executive Officer of the Company may suspend the Participant with full pay and benefits until a final determination has been made.

(k)“Change in Control” has the meaning set forth in the Stock Plan.

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(l)“Change in Control Covered Termination” means a (i) a Covered Termination occurring within the two-year period following a Change in Control or (ii) an Anticipatory Termination.

(m)“Claims Administrator” means the Committee or such other individual or group of individuals as may be appointed as the claims administrator under the Plan by the Committee from time to time.

(n)“Clawback Policy” means any clawback, forfeiture or other similar policy adopted by the Board or the Committee from time to time.

(o)“COBRA Payment” means, provided the Participant validly elects continuation coverage under COBRA or similar state law for the Participant, his spouse and/or dependents, an amount equal to the monthly COBRA premium for continued health insurance coverage payable in monthly installments (or apply such amount to the payment of such continuation coverage) over the number of months in the Subsidized COBRA Period set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category, job title or other classification.

(p)“Code” means the Internal Revenue Code of 1986, as amended, and the rules, regulations or other interpretative guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(q)“Committee” means the Compensation Committee of the Board.

(r)“Covered Termination” means a Participant’s termination of employment with the Employer by the Employer without Cause or by the Participant for Good Reason; provided, however, that no such termination shall be considered a Covered Termination if such Participant’s employment with the Employer is terminated:

(i)solely by reason of a transfer to the employ of another member of the Company Group;

(ii)upon the expiration of a leave of absence by reason of his or her failure to return to work at such time unless, at such time, there is not an available position for which such Participant is qualified, or

(iii)in connection with an Asset Sale if either (A) in connection with such Asset Sale such Participant was offered employment with the purchaser or an Affiliate thereof in an Asset Sale (I) within a 25-mile radius of such Participant’s current work site for a comparable position and (II) with the same or greater Base Salary, and with comparable annual bonus and equity compensation opportunity, and the Participant fails to accept such employment offer, or (B) notwithstanding the comparable terms and conditions of employment being available within a 25-mile radius, such Participant voluntarily elected not to participate in the selection process for employment with the purchaser or an Affiliate thereof in an Asset Sale.

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(s)“Disability” means a Participant’s substantial inability to perform Participant’s duties due to partial or total disability or incapacity resulting from a mental or physical illness, injury or other health-related cause for a period of 12 consecutive months or for a cumulative period of 52 weeks in any 24 consecutive-month period.

(t)“Effective Date” means December 26, 2021.  

(u)“Eligible Employee” means each non-union, salaried, full-time employee of the Company Group (x) with the title of President, Senior Vice President or Executive Vice President or (y) who is designated in writing by the Chief Executive Officer of the Company as an Eligible Employee.  Eligible Employees shall, in no event, include: (i) independent contractors, (ii) temporary employees, (iii) individuals treated other than as employees for federal income and employment tax purposes at the time such individual performs services, (iv) employees who are regularly scheduled to work less than 20 hours per week, and (v) individuals who the Company designates as “non-benefits eligible.”

(v)“Employer” means, with respect to any Participant, the member of the Company Group by which such Participant is employed.

(w)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules, regulations or other interpretive guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(x)“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules, regulations or other interpretive guidance promulgated thereunder, as well as any successor laws in replacement thereof.

(y)“Good Reason” means the occurrence of any of the following events without the Participant’s consent:

(i)a material diminution in the Participant’s title, authorities, duties or responsibilities;

(ii)any reduction in the Participant’s Base Salary, other than a reduction of not more than 15% implemented in connection with an across-the-board reduction affecting all similarly-situated executive employees of the Company;

(iii)a change in the Participant’s primary place of employment such that the Participant’s commute increases by at least 25 miles;

(iv)the assignment to the Participant of duties or responsibilities which are materially inconsistent with any of the Participant’s duties and responsibilities;

(v)the failure of any purchaser (or an Affiliate thereof) in an Asset Sale by agreement in writing, to expressly, absolutely and unconditionally assume and agree to perform the Plan, in the same manner and to the same extent that the Company would be required to perform the Plan if no such Asset Sale had taken place; or

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(vi)upon or within twenty-four (24) months following a Change in Control , (A) a reductionin the Participant’s Base Salary in effect immediately prior to the Change in Control or (B) a material reduction in the sum of (1) the Participant’s Target Bonus for the last completed fiscal year immediately prior to the Change in Control plus (2) the grant date fair value of equity or equity-based awards granted to the Participant under the Stock Plan for the last completed fiscal year immediately prior to the Change in Control;

provided, that any of the events described in clauses (i) – (iv) and (vi) above shall constitute Good Reason only if the Participant provides the Company (or applicable employer following a Change in Control) with written objection to the event or condition within 90 days following the occurrence thereof, the Company (or applicable employer following a Change in Control) does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Participant resigns employment within 30 days following the expiration of that cure period.

(z)“Non-Disclosure Agreement” shall mean the Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement substantially in the form attached hereto as Exhibit A, as may be updated or amended from time to time to reflect changes in law and/or differences in applicable state law.

(aa)“Other Severance Arrangements” means any plans, policies, guidelines, arrangements, agreements, letters and/or other communication, whether formal or informal, written or oral sponsored by the Company or any of its Affiliates and/or entered into by any representative of the Company or any of its Affiliates that might otherwise provide severance benefits upon a Covered Termination.

(bb)“Participant” means an Eligible Employee who is designated as a Participant by the Committee, subject to the requirements of Section 2.  For purposes hereof, the Committee shall be permitted to (i) designate groups of Eligible Employees by category, job title or other classification it deems appropriate as Participants without the need to identify any individual Participant by name, provided that the Committee may determine in its sole discretion that any one or more Eligible Employees within a designated group shall not be a Participant in the Plan and (ii) delegate to Company management the authority to determine whether specific individuals qualify as Participants within the parameters set forth by the Committee.

(cc)“Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(dd)“Pro-Rata Bonus” means an amount equal to the product of (A) the actual annual bonus the Participant would be eligible to receive under the Annual Bonus Plan based on the Committee’s good faith estimate of the achievement of the applicable qualitative and quantitative performance standards established for the year in which the Participant’s employment with the Employer terminates, using actual Company performance through the date of termination, as well as the Company’s projected performance for the remainder of the fiscal year to which such annual bonus relates using the Company’s most recent financial forecast (in each case, consistent with the terms of the Annual Bonus Program and past practice) multiplied by (B) a fraction, the numerator

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of which is the number of days the Participant worked during the year in which the Participant’s employment with the Employer terminates and the denominator of which is 365.

(ee)“Release Agreement” means a release of claims in the form customarily provided by the Company Group to terminated employees, pursuant to which a Participant may be required to (i) acknowledge the receipt of the severance payment and other benefits, and (ii) release the Company and its Affiliates (including the Employer and its Affiliates) and other Persons designated by the Company from any liability arising from his or her employment or termination thereof (other than with respect to the Participant’s rights under the Plan).

(ff)“Stock Plan” means the Dorman Products, Inc. 2018 Stock Option and Stock Incentive Plan, as amended from time to time (or any successor plan thereto adopted by the Company for the purpose of providing equity and other incentive compensation to the employees and other service providers of the Company or its Affiliates).

(gg)“Subsidized COBRA Period” means, with respect to any Participant, the period set forth on Appendix A or Appendix B, in each case, as attached hereto, as applicable, based on such Participant’s category, job title or other classification.

(hh) “Target Bonus” means the Participant’s target annual bonus under the Annual Bonus Program.

2.Eligibility.  

Except as otherwise provided under the Plan, each Participant is eligible to receive severance pay and severance benefits under the Plan if such Participant:

(a)remains in the employ of the Employer through the date of a Covered Termination, death or Disability.

(b)fulfills the normal responsibilities of such Participant’s position, including, but not limited to, meeting regular attendance, specific transitional activities, workload and other standards of the Employer, and

(c)executes and submits a Non-Disclosure Agreement in connection with, and no later than 30 days following, becoming a Participant under the Plan.

3.Termination of Employment.

(a)Payments on Covered Termination that is not a Change in Control Covered Termination.  If a Participant whose category or job title is designated on Appendix A hereto undergoes a Covered Termination that is not a Change in Control Covered Termination, in addition to any Accrued Obligations, subject to such Participant’s execution, delivery to the Company, and non-revocation of a Release Agreement, as contemplated in subsection (e) below, and continued compliance with the Non-Disclosure Agreement, such Participant shall be entitled to the following payments and benefits:

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(i)the Pro-Rata Bonus, which will be payable to the Participant in a lump sum within 60 days following the date of termination, and

(ii)(A) the applicable Cash Severance Amount set forth on Appendix A, payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time over the applicable number of months set forth on Appendix A, commencing on the 60^th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid to the Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; (B) the COBRA Payment, payable in monthly installments during the Subsidized COBRA Period (or apply such amount to the payment of such continuation coverage), commencing on the 60^th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid or provided to Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; and (C) outplacement services that are directly related to the type of services the Participant provided to the Company and are actually provided by an outplacement services firm for the time period that is equal to the Subsidized COBRA Period; provided that the cost of such outplacement services may not exceed $50,000.

Notwithstanding anything in the Plan to the contrary, with respect to any Participant who undergoes a Covered Termination that is subsequently determined to have been an Anticipatory Termination upon the occurrence of a Change in Control, such Participant shall be entitled to receive any incremental payments and benefits under Section 3(b) to which such Participant would otherwise have been entitled if such Participant’s Covered Termination was initially determined to have been a Change in Control Covered Termination.

Notwithstanding anything in the Plan to the contrary, and for the avoidance of doubt, if a Participant’s category or job title is not set forth on Appendix A hereto, or if the Participant has not otherwise been designated as a Participant by the Committee (or its designee), such Participant is ineligible to receive any payments and benefits under this Section 3(a).

(b)Payments on Change in Control Covered Termination.  If a Participant whose category or job title is designated on Appendix B hereto undergoes a Change in Control Covered Termination, in addition to any Accrued Obligations, subject to such Participant’s execution, delivery to the Company, and non-revocation of a Release Agreement, as contemplated in subsection (e) below, and continued compliance with the Non-Disclosure Agreement, such Participant shall be entitled to the following payments and benefits in lieu of the payments and benefits set forth in Section 3(a):

(i)the Pro-Rata Bonus, which will be payable to the Participant in a lump sum within 60 days following the date of termination, and

(ii)(A) a lump-sum cash payment equal to the applicable Cash Severance Amount set forth on Appendix B, payable within 60 days following the date of the Participant’s Change in Control Covered Termination; provided, however, if the Participant incurs a Change in Control Covered Termination and (x) such termination is an

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Anticipatory Termination or (y) the Change in Control does not constitute a change in control within the meaning of Section 409A(a)(2)(A)(v) of the Code, the portion of the applicable Cash Severance Amount set forth on Appendix Ashall continue to be paid to the Participant in accordance with the usual payroll practices of the Company as set forth in Section 3(a)(ii)(A) and the portion of the applicable Cash Severance Amount set forth on Appendix Bin excess thereof shall be paid to the Participant in a lump sum sixty (60) days after the consummation of the Change in Control; (B) the COBRA Payment, payable in monthly installments during the Subsidized COBRA Period(or apply such amount to the payment of such continuation coverage), commencing on the 60^th day following the date of termination, provided that the first such payment shall include all amounts that would have been paid or provided to Participant in accordance with the Company’s payroll practices if such payments had begun on the date of the Participant’s Covered Termination; and (C) outplacement services that are directly related to the type of services the Participant provided to the Company and are actually provided by an outplacement services firm for the time period that is equal to the lesser of (I) the Subsidized COBRA Period and (II) the period beginning on the date of the Participant’s Change in Control Covered Termination and ending on the 18-month anniversary thereof; provided that the cost of such outplacement services may not exceed $50,000.

Notwithstanding anything in the Plan to the contrary, and for the avoidance of doubt, if a Participant’s category or job title is not set forth on Appendix B hereto, or if the Participant has not otherwise been designated as a Participant by the Committee (or its designee), such Participant is ineligible to receive any payments and benefits under this Section 3(b).

Payments and benefits described under subsections (a) and (b) may be made by the Company or any other member of the Company Group, as determined by the Company in its sole discretion, including, without limitation, the Employer.

(c)Payments on Death or Disability.  In the event a Participant’s employment with the Employer is terminated due to such Participant’s death or Disability, in addition to any Accrued Obligations, the Participant (or the Participant’s estate, as applicable) shall receive the Pro-Rata Bonus, payable in a lump sum within 60 days following the date of termination; provided, however, in the case of the Participant’s termination due to Disability, the Participant must execute, deliver to the Company, and not revoke the Release Agreement, as contemplated in subsection (f) below, and continue to comply with the Non-Disclosure Agreement.

(d)Other Termination Events.  If a Participant’s employment is terminated for any reason other than pursuant to a Covered Termination, death or Disability, such Participant shall not be entitled to the payment of any severance or other benefits under the Plan.

(e)Release Agreement.  Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to this Section 3 (other than the Accrued Obligations) shall be conditioned upon a Participant’s execution, delivery to the Company, and non-revocation of the Release Agreement (and the expiration of any revocation period contained in such Release Agreement) within 60 days following the date of a Covered Termination.  If a Participant fails to execute the Release Agreement in such a timely manner so as to permit any revocation period to expire prior to the end of such 60-day period, or timely

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revokes his or her acceptance of such release following its execution, such Participant shall not be entitled to payment of any severance and other benefits under the Plan.  Further, to the extent that any of the payments hereunder constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60^th day following the date of such Covered Termination, but for the condition of executing the Release Agreement as set forth herein, shall not be made until the first regularly scheduled payroll date following such 60^th day, after which any remaining payments shall thereafter be provided to the Participant according to the applicable schedule set forth herein.

(f)Clawback/Forfeiture.  Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to subsections (a) or (b) above (other than the Accrued Obligations) shall be conditioned upon and subject to the Clawback Policy.

4.Treatment of Awards.  

Any outstanding Awards granted to the Participant under the Stock Plan shall vest in accordance with the terms of the Stock Plan and applicable award agreement.

5.Additional Terms.

(a)Taxes.  Severance and other payments and benefits under the Plan will be subject to all required federal, state and local taxes and may be affected by any legally required withholdings.  Payments under the Plan are not deemed “compensation” for purposes of the retirement plans, savings plans, and incentive plans of the Company Group.  Accordingly, no deductions will be taken for any retirement and savings plan and such plans will not accrue any benefits attributable to payments under the Plan.

(b)Set Off; Mitigation.  The Company’s obligation to pay the Participant the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim, or recoupment of amounts owed by the Participant to the Company or its Affiliates.  The Participant shall not be required to mitigate the amount of any payment provided pursuant to the Plan by seeking other employment or otherwise, and the amount of any payment provided for pursuant to the Plan shall not be reduced by any compensation earned as a result of the Participant’s other employment or otherwise.

(c)Specified Employees.  Notwithstanding anything herein to the contrary, if (i) at the time of a Participant’s Covered Termination, such Participant is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the commencement of the payment of any such payments or benefits hereunder will be deferred (without any increase or decrease in such payments or benefits ultimately paid or provided to the Participant) until the date that is six months following such Participant’s Covered Termination (or the earliest date that is permitted under Section 409A of the Code), and (ii) any other payments of money or other benefits due to the Participant hereunder would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant

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under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by or at the direction of the Committee, that does not cause such an accelerated or additional tax or result in additional cost to the Company.  The Company shall consult with its legal counsel and tax advisors in good faith regarding the implementation of this Section 5(c); provided, however, that none of the Company any other member of the Company Group, or any of their respective employees or representatives, shall have any liability to the Participant with respect thereto.

6.Termination or Amendment of the Plan.

The Plan may be amended, terminated or discontinued in whole or in part, at any time and from time to time at the discretion of the Board or the Committee; provided, however, that no such amendment, termination or discontinuance shall, without a Participant’s consent, adversely affect any Participant that has undergone a Covered Termination prior to the effective date of any such amendment, termination or discontinuance; provided further, that following (x) the date the Company has entered into an agreement the consummation of which would result in a Change in Control (until such time as the Change in Control occurs or such agreement is terminated) or (y) a Change in Control, the Plan may not be amended, terminated or discontinued in whole or in part, at any time prior to the second anniversary of the date of such Change in Control without the written consent of an affected Participant.

7.Limitation of Certain Payments.

In the event that any payments and/or benefits due to a Participant under the Plan and/or any other arrangements are determined by the Company to constitute “excess parachute payments” as defined under Section 280G of the Code, any cash severance payable under the Plan shall be reduced by the minimum amount necessary, subject to the last sentence of this paragraph, such that the present value of such parachute payments is below 300% of such Participant’s “base amount” (as defined under Section 280G of the Code), and by accepting participation in the Plan, each Participant agrees to waive his or her rights to any “parachute payments” (as defined under Section 280G of the Code) sufficient to reduce such parachute payments to below such threshold; provided, however, in no event shall such cash severance be reduced below zero.  Notwithstanding the foregoing, no payments or benefits shall be reduced under this Section 7 unless (a) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced payments and benefits), is greater than or equal to (b) the net amount of such payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such payments and benefits and the amount of excise tax imposed under Section 4999 of the Code as to which such Participant would be subject in respect of such unreduced payments and benefits and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced payments).  For purposes hereof, (i) the order in which any amounts are deemed to be reduced, if applicable, is (A) cash payments, (B) other non-cash forms of benefits, and (C) equity-based payments and acceleration of vesting, and (ii) within any such category of payments and benefits (that is, (i)(A), (i)(B) or (i)(C) above), (A) a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are and (B) to the extent that any such amounts are to be

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made over time (e.g., in installments, etc.), then the amounts shall be reduced in reverse chronological order.  

8.Claims Procedure.

(a)Processing Claims.  If an individual is not selected for participation in the Plan or does not satisfy the conditions for eligibility in the Plan, he or she is not entitled to benefits and/or payments under the Plan.  A claim for benefits under the Plan must be filed within 180 days following the date that such Participant’s claim for benefits is denied.  If an individual fails to act within the 180-day limit, the individual loses the right to have his or her claim reviewed.  

(b)Decision.  The processing of claims for benefits and payments under the Plan will be carried out as quickly as possible.  If an individual’s claim for benefits under the Plan is denied, the individual will receive a written notice of such denial within 90 days of receipt of such individual’s claim.  In special cases, an additional 90 days may be needed and such individual will be notified in this case within such initial 90-day period.  The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render the benefit determination. Any written notice denying an individual’s claim for benefits under the Plan will include:

(i)specific reasons as to why the claim was denied,

(ii)clear reference to the Plan provisions upon which the denial is based,

(iii)a description of any additional material or information to further support the claim, and the reasons why these are necessary, and

(iv)a description of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the individual’s right to bring a civil action under Section 502 of ERISA following an adverse benefit determination on review.

(c)Request for Review of Denial of Benefits.  The individual or his or her authorized representative may request a review of his or her claim by giving written notice to the Claims Administrator.  Each individual has the right to have representation, review pertinent documents, and present written issues and comments.  An individual shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to such individual’s claims for benefits.  An individual’s request must be made not later than 60 days after he or she receives the notice of denial.  If an individual fails to act within the 60-day limit, the individual loses the right to have his or her claim reviewed.

(d)Decision on Review.  Upon receipt of a request for review from an individual, the Claims Administrator shall make a full and fair evaluation of the denied claim and may require additional documents necessary for such a review. The Claims Administrator shall make a decision within 60 days from receipt of the individual’s request. Such decision will take into account all comments, documents, records, and other information submitted by such individual relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.  In special cases, an additional 60 days may be needed and such individual will be notified in this case within such initial 60-day period. The extension notice will indicate

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the special circumstances requiring an extension of time and the date by which the Claims Administrator expects to render the benefit determination. In no event shall the decision be made more than 120 days after receipt of the individual’s request for review. The decision on the review shall be in writing and shall include specific reasons for the decision. The final decision of the Claims Administrator shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed. Any written notice denying an individual’s appeal for benefits under the Plan will include:

(i)specific reasons as to why the appeal was denied,

(ii)clear reference to the Plan provisions upon which the denial is based,

(iii)a statement that the individual is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the individual’s appeal for benefits, and

(iv)a statement describing any voluntary appeals procedures offered by the Plan and the individual’s right to obtain the information about such procedures, and a statement of the individual’s right to bring a civil action under Section 502 of ERISA.

(e)In Case of Clerical Error.  If any information regarding an individual is incorrect, and the error affects his or her benefits, the correct information will determine the extent, if any, of the individual’s benefits under the Plan.

9.Miscellaneous.

(a)No Right to Continued Employment.  Nothing contained in the Plan shall confer upon any Participant any right to continue in the employ of any member of the Company Group nor interfere in any way with the right of the Company to terminate his or her employment, with or without Cause.

(b)Plan Not Funded.  Amounts payable under the Plan shall be payable from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such amounts.  No Participant, beneficiary or other Person shall have any right, title or interest in any fund or in any specific asset of the Company by reason of participation hereunder.  Neither the provisions of the Plan, nor the creation or adoption of the Plan, nor any action taken pursuant to the provisions of the Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company and any Participant, beneficiary or other Person.  To the extent that a Participant, beneficiary or other Person acquires a right to receive payment under the Plan, such right shall be no greater than the right of any unsecured general creditor of the Company.  Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations under the Plan.

(c)Non-Transferability of Benefits and Interests.  All amounts payable under the Plan are non-transferable, and no amount payable under the Plan shall be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge.  This Section 9(c) shall not apply to an assignment of a contingency or payment due (i) after the death of a Participant

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to the deceased Participant’s legal representative or beneficiary, or (ii) after the disability of a Participant to the disabled Participant’s personal representative.

(d)Discretion of Company, Board and Committee.  Any decision made or action taken by, or inaction of, the Company, the Board, the Committee or the Claims Administrator arising out of or in connection with the creation, amendment, construction, administration, interpretation and effect of the Plan that is within its authority hereunder or applicable law shall be within the absolute discretion of such entity and shall be conclusive and binding upon all Persons.  In the case of any conflict, the decision made or action taken by, or inaction of, the Claims Administrator will control.  However, with respect to the authorized officers and senior executives, as designated by the Board in its resolutions, any decision made or action taken by, or inaction of, the Committee controls.

(e)Indemnification.  Neither the Board nor the Committee, any employee of the Company, nor any Person acting at the direction thereof (each such Person an “Affected Person”), shall have any liability to any Person (including without limitation, any Participant), for any act, omission, interpretation, construction or determination made in connection with the Plan (or any payment made under the Plan).  Each Affected Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Affected Person in connection with or resulting from any action, suit or proceeding to which such Affected Person may be a party or in which such Affected Person may be involved by reason of any action taken or omitted to be taken under the Plan and against and from any and all amounts paid by such Affected Person, with the Company’s approval, in settlement thereof, or paid by such Affected Person in satisfaction of any judgment in any such action, suit or proceeding against such Affected Person; provided, that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Affected Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Affected Person giving rise to the indemnification claim resulted from such Affected Person’s bad faith, fraud or willful wrongful act or omission.  The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Affected Persons may be entitled under the Company’s organizational documents, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Person or hold them harmless.

(f)Section 409A.  Notwithstanding any provision of the Plan to the contrary, if any benefit provided under the Plan is subject to the provisions of Section 409A of the Code, the provisions of the Plan will be administered, interpreted and construed in a manner necessary to comply with Section 409A of the Code or an exception thereto.  Notwithstanding any provision of the Plan to the contrary, in no event shall the Company (or its employees, officers or directors) have any liability to any Participant (or any other Person) due to the failure of the Plan to satisfy the requirements of Section 409A of the Code or any other applicable law. For purposes of the application of Section 409A of the Code, each payment in a series of payments under this Plan will be deemed a separate payment.

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(g)No Duplication; Treatment of Other Severance Arrangements.  In no event shall any Participant receive the severance benefits provided for herein in addition to severance benefits provided for under any Other Severance Arrangement; provided, that if such Participant is covered by any Other Severance Arrangement, such Participant shall only be entitled to receive the greater of (x) the payments and benefits set forth in this Plan and (y) the payments and benefits set forth in, and subject to the terms, conditions and restrictions of, the Other Severance Arrangment.

(h)Governing Law.  All questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the Commonwealth of Pennsylvania.

(i)Notice.  Any notice or other communication required or which may be given pursuant to the Plan shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or two days after it has been mailed by United States express or registered mail, return receipt requested, postage prepaid, addressed to the Company at the address set forth below, or to the Participant at his or her most recent address on file with the Company.

Dorman Products, Inc.

3400 East Walnut Street

Colmar, PA 18915

c/o General Counsel

(j)Captions.  Captions and headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference.  Such captions and headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(k)Successors. The Plan shall inure to the benefit of and be binding upon the Company and its successors.  

10.ERISA Rights.  

(a)Eligible Employees are entitled to certain rights and protections under ERISA.  ERISA provides that Eligible Employees under the Plan shall be entitled to:

(i)examine, without charge, at the office of the Plan Administrator (as defined in Section 11) and at other specified locations, all documents governing the Plan and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration,

(ii)obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description.  The Plan Administrator may make a reasonable charge for the copies, and

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(iii)receive a summary of the Plan’s annual financial report.  The Plan Administrator is required by law to furnish each Participant with a copy of the summary annual report.

(b)In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan.  The people who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of Eligible Employees.  No one, including the Employer or any other Person, may fire an Eligible Employee or otherwise discriminate against an Eligible Employee in any way to prevent such Eligible Employee from obtaining a benefit or exercising such Eligible Employee’s rights under ERISA.

(c)If an Eligible Employee’s claim is denied or ignored, in whole or in part, Eligible Employees have a right to know why this was done and to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules, as set forth in Section 8.  Under ERISA, there are steps Eligible Employees can take to enforce the above rights.  For instance, if an Eligible Employee requests a copy of plan documents or the latest annual report from the Plan Administrator and does not receive them within 30 days, such Eligible Employee may file suit in Federal court.  In such a case, the court may require the Plan Administrator to provide the materials and pay such Eligible Employee up to $110 a day until such Eligible Employee receives the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.  If the Eligible Employee has a claim for benefits which is denied or ignored, in whole or in part, such Eligible Employee may file suit in a state or Federal court.  If it should happen that Plan fiduciaries misuse the Plan’s money, or if an Eligible Employee is discriminated against for asserting such Eligible Employee’s rights, such Eligible Employee may seek assistance from the U.S. Department of Labor, or such Eligible Employee may file suit in a Federal court.  The court will decide who should pay court costs and legal fees.  If the Eligible Employee is successful, the court may order the person such Eligible Employee sued to pay these costs and fees.  If the Eligible Employee loses, the court may order such Eligible Employee to pay these costs and fees, for example, if it finds such Eligible Employee’s claim is frivolous.

(d)If the Eligible Employee has questions about the Plan, such Eligible Employee should contact the Plan Administrator.  If the Eligible Employee has questions about this Section 10 or about such Eligible Employee’s rights under ERISA, such Eligible Employee should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.  Eligible Employees may also obtain certain publications about such Eligible Employee’s rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

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11.General Information.

Name of Plan	Dorman Products, Inc. Executive Severance Plan
Plan Number	002
Plan Sponsor	Dorman Products, Inc. 3400 East Walnut Street Colmar, PA 18915
Plan Sponsor’s Employer Identification Number	23-2078856
Plan Administrator	General Counsel of the Company
Agent for Service of Legal Process	Plan Administrator
Plan Year	Calendar Year

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Appendix A

Payments on Covered Termination

Participant’s Category, Job Title or Other Classification	Subsidized COBRA Period	Cash Severance Amount
Presidents, Senior Vice Presidents and Executive Vice Presidents	From the date of the Covered Termination until the earliest of (x) 12 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	1.0 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus, paid in installments over 12 months

Appendix B

Payments on Change in Control Covered Termination

Participant’s Category, Job Title or Other Classification	Subsidized COBRA Period	Cash Severance Amount
Specified Individuals (other than Presidents, Senior Vice Presidents and Executive Vice Presidents) as designated by the Committee or the Company’s Chief Executive Officer	From the date of the Covered Termination until the earliest of (x) 18 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	1.5 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus
Presidents, Senior Vice Presidents and Executive Vice Presidents	From the date of the Covered Termination until the earliest of (x) 18 months thereafter, (y) the date the Participant becomes eligible for coverage under a subsequent employer’s health plan, or (z) the date the Participant and/or the Participant’s beneficiary(ies) cease to be eligible under COBRA.	2.0 times the sum of the Participant’s (i) Base Salary and (ii) Target Bonus

FINAL FORM

Exhibit A

NON-DISCLOSURE, INVENTION ASSIGNMENT AND

RESTRICTIVE COVENANT AGREEMENT

As a condition to my participation in the Dorman Products, Inc. Executive Severance Plan (the “Severance Plan”), and in consideration of my continued employment with Dorman Products, Inc. (the “Company”) and my receipt of the compensation now and hereafter paid to me under the Severance Plan and/or by the Company, I agree to the terms and conditions of this Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement (the “Non-Disclosure Agreement”).  Capitalized terms used but not defined in this Non-Disclosure Agreement shall have the meanings given to such terms in the Severance Plan.

1. Employment with Company.

1.1 It is understood and agreed that I am an employee at will and that either party may terminate my employment without cause on notice. Any notice of termination shall be in writing, given personally or by Certified Mail, Return Receipt Requested.

1.2 During the term of my employment with the Company, I agree to devote my entire time and attention and to give my best and undivided efforts and service to the business and the interests of the Company Group in such capacities and in performance of such duties as the Company may from time to time direct, which may include but not be limited to improving, developing and/or inventing processes, products, assays and analytic methods.

2. Nondisclosure

2.1 Recognition of Company’s Rights; Nondisclosure.  At all times during my employment by the Company and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon, or publish any of the Company Group’s Proprietary Information (defined below), except as such disclosure, use, lecture, or publication may be required in connection with my work for the Company, or unless an officer or other authorized representative of the Company Group (other than me) expressly authorizes such in writing.  I will obtain the Company Group’s prior written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at the Company or incorporates any Proprietary Information.  Notwithstanding the foregoing, disclosure of any Proprietary Information shall not be prohibited if such disclosure is directly related to a valid and existing order of a court or other governmental body or agency within the United States; provided, however, that I shall have first given prompt notice to the Company of any possible or prospective order and the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure.  I hereby assign to the Company Group any rights I may have or acquire in any Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company Group and its assigns.

2.2 Proprietary Information.  The term “Proprietary Information” means any and all confidential or proprietary knowledge, data or information of the Company Group.  By way of illustration but not limitation, “Proprietary Information” includes:  (a) developments, inventions, ideas, data, programs,

other works of authorship, designs and techniques, trade secrets, mask works, processes, formulas, source and object codes, algorithms, compositions of matter, methods (including, without limitation, methods of use or delivery), know-how, technology, improvements and discoveries (hereinafter collectively referred to as “Inventions”); (b) information regarding plans for research, development, new services or products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, clients, customers, and suppliers; and (c) information regarding the skills and compensation of the employees and/or consultants of the Company Group.  For purposes of thisNon-DisclosureAgreement, the term “Proprietary Information” shall not include information which is or becomes publicly available without breach of:  (i) this Non-Disclosure Agreement; (ii) any other agreement or instrument to which the Company Group is a party or a beneficiary; or (iii) any duty owed to the Company Group by me or by any third party; provided, however, that if I shall seek to disclose, use, lecture upon, or publish any Proprietary Information, I shall bear the burden of proving that any such information shall have become publicly available without any such breach.

2.3 Third Party Information.  I understand that the Company Group has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the term of my employment by the Company and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company Group who need to know such information in connection with their work for the Company Group) or use, except in connection with my work for the Company Group, Third Party Information unless expressly authorized by an officer or other authorized representative of the Company Group (other than me) in writing.  I hereby assign to the Company Group any rights I may have or acquire in any Third Party Information during my employment with the Company.

2.4 No Improper Use of Information of Prior Employers and Others.  During my employment by the Company, I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company Group any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.  I will use in the performance of my duties to the Company Group only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by, or on behalf of, the Company Group.

2.5 Reports to Government Entities.  Nothing in this Non-Disclosure Agreement restricts or prohibits me from initiating communications directly with, responding to inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration,  the U.S. Congress, any other federal, state, or local government agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation. I do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and I do not need to notify the Company that I have engaged in such conduct.  This Non-Disclosure

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Agreement does not limit my right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of the law.  However, to the maximum extent permitted by law, I am waiving my right to receive any individual monetary relief from the Company Group resulting from such claims or conduct, regardless of whether I or another party filed the claim or reported the conduct.  I recognize and agree that, in connection with any such activity outlined above, I must inform the Regulators, my attorney, a court or a government official that the information I am providing is confidential.  Despite the foregoing, I am not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information I came to learn during the course of my employment with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine.  The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

2.6 Defend Trade Secrets Act.  Pursuant to 18 U.S.C. § 1833(b), I will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company Group that (a) I make (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to my attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) I make in a complaint or other document that is filed under seal in a lawsuit or other proceeding.  If I file a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, I may disclose any such trade secret to my attorney and use any such trade secret information in the court proceeding, if I (x) file any document containing any such trade secret under seal, and (y) do not disclose any such trade secret, except pursuant to court order.  Nothing in this Non-Disclosure Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).  

3. Assignment of Inventions

3.1 Proprietary Rights.  The term “Proprietary Rights” means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

3.2 Prior Inventions.  Any and all Inventions (whether patented or unpatented) that I have, alone or jointly with others, conceived, developed or reduced to practice, or caused to be conceived, developed or reduced to practice, prior to the commencement of my employment with the Company (collectively referred to as “Prior Inventions”) are either my property or the property of third parties and are excluded from the scope of this Non-Disclosure Agreement, except if and to the extent the provisions set forth below in this Section 3.2 are made expressly applicable to Prior Inventions.  To preclude any possible uncertainty, I have set forth on Exhibit 1(Prior Inventions) attached hereto a list of Prior Inventions.  If disclosure of any Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to disclose such Prior Invention or to list such Prior Inventions in Exhibit 1 but am only to disclose a cursory name for each such invention, a listing of the party or parties to whom it belongs, and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit 1 for such purpose.  If I do not attach such disclosure, I am representing thereby that there are no Prior Inventions.  Notwithstanding the foregoing provisions of this Section 3.2 that provide that Prior Inventions are excluded from the scope of this Non-Disclosure Agreement, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (as defined in Section 3.3 below), or any product, process or machine of the Company Group, without the Company’s prior written consent.  If, in the course of my employment with the Company, I incorporate a Prior Invention into any Company Inventions or into a product, process or

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machine of the Company Group, then, notwithstanding the foregoing provisions of this Section 3.2 that provide that Prior Inventions are excluded from the scope of this Non-Disclosure Agreement, the Company is hereby granted and shall have a nonexclusive, royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, cause to be made, modify, cause to be modified, use, cause to be used and sell or cause to be sold such Prior Invention.  In addition, and notwithstanding anything express or implied in the foregoing provisions of this Section 3.2 to the contrary, any Invention that would otherwise be a Prior Invention for purposes of this Section 3.2 shall not be deemed or treated as a Prior Invention for purposes of this Section 3.2 if the Company Group acquires ownership of such Invention, or if the Company Group licenses such Invention, pursuant to the provisions of a separate agreement entered into by the Company Group with me or any other person.  

3.3 Assignment of Inventions.  Subject to this Section 3.3 and to Sections 3.5 and 3.6, I hereby assign to the Company Group all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto), whether or not patentable or registrable under copyright or similar statutes that are made, conceived, reduced to practice or learned by me, either alone or jointly with others, whether or not during regular business hours, if: (i) such Invention is made, conceived, reduced to practice, or learned by me during the term of my employment with the Company or within one year after my resignation or termination from the Company; and (ii) such Invention arises out of, is based upon, or results from the use of, any Proprietary Information or Third Party Information made available to me or to which I had access as an employee of the Company.  Inventions assigned pursuant to this Section 3 to the Company, or to a third party as directed by the Company pursuant to Section 3.5 below, are hereinafter referred to as “Company Inventions.”  At the request of the Company at any time and from time to time, I will execute and deliver any and all instruments, documents and agreements reasonably requested by the Company for purposes of confirming my assignment to the Company of all of my right, title and interest in and to any and all Company Inventions (and all Proprietary Rights with respect thereto), including, without limitation, at any time when any such Company Inventions (or any Proprietary Rights with respect thereto) are first reduced to practice or first fixed in a tangible medium, as applicable.

3.4 For the avoidance of doubt, notwithstanding any contrary provision contained herein, nothing contained in this Non-Disclosure Agreement shall require the assignment of any Invention (or Proprietary Right with respect thereto) made or conceived by me during the period of my employment with the Company to the extent such assignment is prohibited by any applicable state or federal law.  

3.5 Obligation to Keep Company Informed.  During the period of my employment with the Company and thereafter, I will promptly disclose to the Company fully and in writing all Company Inventions authored, conceived or reduced to practice by me, either alone or jointly with others.  In addition, during the period of my employment with the Company, I will promptly disclose to the Company all patent applications filed by me or on my behalf that claim any Company Invention.

3.6 Works for Hire.  I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment with the Company and which are protectable by copyright are “works made for hire,” pursuant to the United States Copyright Act (17 U.S.C., Section 101).

3.7 Enforcement of Proprietary Rights.  I will assist the Company in every proper way in obtaining, and from time to time enforcing, United States and foreign Proprietary Rights relating to Company

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Inventions in any and all countries.  To that end I will promptly execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof.  In addition, I will promptly execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee.  My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment with the Company, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.

In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agents and attorneys-in-fact, subject to full power of substitution and resubstitution, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me.  I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

4. Records.I agree to keep and maintain adequate and current records (in the form of notes, memoranda, sketches, drawings and in any other form that may be required by the Company) of all Proprietary Information and all Company Inventions made, conceived, developed or reduced to practice by me, which records shall be available to and remain the sole property of the Company at all times.

5. No Conflicting Obligation.  I represent that my performance of all the terms of this Non-Disclosure Agreement and as an employee of the Company has not breached, and does not and will not breach, any agreement to keep in confidence information acquired by me in confidence or in trust prior to, or outside the scope of, my employment by the Company and any agreement not to compete with the business of any third party.  I have not entered into, and I agree I will not enter into, any agreement, either written or oral, in conflict herewith.

6. Restrictive Covenants.  

6.1 As a condition of my employment, or my continued employment, and my eligibility to participate in and receive payments and benefits pursuant to the Severance Plan, I hereby acknowledge and agree that during the period in which I am employed by, or providing service to, any member of the Company Group and for the greater of (x) the twelve (12) month-period following my termination of employment or service for any reason and (y) the number of months of Base Salary to which the Cash Severance Amount I am entitled to receive under the Severance Plan relates, but in no event greater than an eighteen (18)-month period (the “Restrictions Period”), I shall comply with the restrictive covenants set forth herein applicable to the Company Group.

6.1.1 During the Restrictions Period, I shall not anywhere in the Territory for myself, or through or on behalf of any other person or entity (other than the Company), whether as an officer, director, employee, equityholder, consultant or otherwise, as applicable:

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6.1.1.1 directly or indirectly, engage, participate, make any financial investment in, own any financial or beneficial interest in, operate, or become employed by or provide services to any business, corporation, firm, person, or other entity (together with its affiliates and subsidiaries, the “Competing Enterprise”) which is engaged, directly or indirectly, during my employment in competition with the Company Group in the Business anywhere in the Territory; provided, in either case, that the Businesses of the Competing Enterprise account for more than ten percent (10%) of the gross sales of the Competing Enterprise for its most recently completed fiscal year and I do not work for, advise or provide consulting services to such Business.  Notwithstanding the foregoing, I shall not be prohibited from owning or acquiring securities in any publicly traded company as long as my ownership does not exceed 1% of such publicly traded company’s outstanding securities;

6.1.1.2 encourage, induce, attempt to induce, solicit or attempt to solicit any employee, director, officer, associate, consultant, agent or independent contractor to terminate his or her employment with or engagement by the Company Group in order to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Company Group, except in the furtherance of my responsibility while I am employed by the Company Group, or hire or retain, or attempt to hire or retain, any employee, director, officer, associate, consultant, agent or independent contractor of the Company Group; provided, that nothing in this Non-Disclosure Agreement prohibits me from hiring an individual who responds to a job posting made available to the general public so long as I do not solicit or otherwise initiate such contact during the one year following termination of my employment or service; or

6.1.1.3 encourage, induce, attempt to induce, solicit or attempt to solicit, any customer, distributor, supplier, vendor, marketer or sponsor of the Company Group to cease its customer, distributor, supplier, vendor, marketer or sponsor relationship with the Company Group.  

6.1.2 The restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company Group and are considered by me to be reasonable for such purpose. I acknowledge that a breach of any of the covenants contained in this Non-Disclosure Agreement may cause irreparable damage to the Company, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate.  Accordingly, I agree that if I breach or threaten to breach any of the covenants contained in this Non-Disclosure Agreement, in addition to any other remedy which may be available to the Company at law or in equity, the Company shall be entitled (i) to the extent permitted by applicable law, to cease or withhold any payments owed to me, whether in connection with my employment or otherwise, including,

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without limitation, any payments or benefits I am otherwise entitled to receive under the Severance Plan; and/or (ii) to institute and prosecute proceedings in any court of competent jurisdiction for specific performance and injunctive relief to prevent the breach or any threatened breach thereof without bond or other security or a showing that monetary damages will not provide an adequate remedy. I further acknowledge that the restrictions and limitations set forth in this Non-Disclosure Agreement will not materiallyinterfere with my ability to earn a living following the termination of my employment with the Company and that myability to earn a livelihood without violating such restrictions is a material condition to my employment with theCompany. I agree to disclose in advance the existence and terms of the restrictions and covenants contained in this Non-Disclosure Agreement to any employer or service recipient by whom I might be employed or retained during the Restrictions Period.

6.1.3 For purposes of this Section:

6.1.3.1 “Business” means a supplier of automotive replacement parts, brake parts and fasteners to the automotive aftermarket (including, without limitation, the light, medium and heavy duty truck aftermarket) or a supplier of home fasteners and electrical wiring components to mass merchandisers, or any other business activities of the Company Group accounting for more than ten percent (10%) of its gross sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Company Group operates or, at the end of my employment, proposes to operate.

6.1.3.2 “Territory” means any state, jurisdiction or territory in the world in which the Company is engaged in business during the Restrictions Period.

6.1.3.3 The terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the twelve (12) months prior to the termination of my employment and for twelve (12) months following my termination of employment.  I shall not be deemed to have violated the provisions of this Section 6.1 by reason of an isolated act, or failure to act, not taken in bad faith.

7. Non-Disparagement.  Subject to Sections 2.5 and 2.6, I agree that I will not, through any medium including, but not limited to, the press, Internet or any other form of communication, disparage, defame, or otherwise damage or assail the reputation, integrity or professionalism of any member of the Company Group. Nothing in this Section 7 is intended to restrict or impede your participation in proceedings or investigations brought by or before the United States Equal Employment Opportunity Commission, National Labor Relations Board, or other federal, state or local government agencies, or otherwise exercising protected rights to the extent that such rights cannot be waived by agreement, including Section 7 rights under the National Labor Relations Act.

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8. Return of Company Documents.  When I leave the employ of the Company, I will deliver to the Company any and all notes, memoranda, specifications, drawings, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information or Proprietary Information of the Company.  I further agree that, during the term of my employment with the Company or at any time thereafter, any property situated on the premises of the Company Group, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.  

9. Legal and Equitable Remedies.  Because my services are personal and unique and because I may have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Non-Disclosure Agreement and any of its provisions by injunction, specific performance, monetary damages (e.g., disgorgement of profits or recoupment or forfeiture of any payments or benefits received under the Severance Plan) or other equitable relief which may be available, without bond and without prejudice to any other rights and remedies that the Company may have for a breach or threatened breach of this Non-Disclosure Agreement.  The seeking or availability of such equitable relief shall not affect the Company’s right to seek and obtain damages or other relief from a court of competent jurisdiction on account of any actual or threatened breach by me of this Non-Disclosure Agreement.  In the event that the Company enforces the provisions of Section 6 hereof through a court order, I agree that the restrictions contained in Section 6 as the case may be, shall remain in effect for a period of one year from the effective date of such court order.  

10. Cooperation.  I agree that, following any termination of my employment, I will continue to provide reasonable cooperation with the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during my employment in which I was involved or of which I have knowledge.  As a condition to such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this Section.  I also agree that, in the event I am subpoenaed by any person or entity (including, but not limited to, a Regulator) to give testimony or provide documents (in a deposition, court proceeding or otherwise), that in any way relates to my employment by the company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

11. Notices.  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing.  Such notice shall be deemed given upon personal delivery to the appropriate address, one (1) business day after dispatch if sent by nationally recognized courier or overnight delivery service, on the date of dispatch if sent by facsimile or electronic mail for which confirmation of transmission is provided or, if sent by certified or registered mail, three (3) business days after the date of mailing.

12. General Provisions

12.1 Governing Law; Consent to Personal Jurisdiction; Waiver of Jury Trial.  This Non-Disclosure Agreement will be governed by and construed according to the laws of Pennsylvania, as such laws are applied to agreements entered into and to be performed entirely within Pennsylvania between Pennsylvania residents. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Pennsylvania for any lawsuit

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filed there against me by the Company arising from or related to this Non-Disclosure Agreement.  BY EXECUTION OF THIS NON-DISCLOSURE AGREEMENT, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING UNDER OR IN CONNECTION WITH THIS NON-DISCLOSURE AGREEMENT

12.2 Independence; Severability.  Each of the rights enumerated in this Non-Disclosure Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity.  In the event any provision or portion of this Non-Disclosure Agreement may be held to be invalid, prohibited or unenforceable for any reason, unless such provision is narrowed by judicial construction, this Agreement shall be construed as if such provision has been more narrowly drawn so as not to be invalid, prohibited or unenforceable. If, notwithstanding the foregoing, any provision may nevertheless be held to be invalid, prohibited or unenforceable for any reason then, and to that extent only, such provision shall be ineffective without affecting or invalidating the remaining portion of such provision or the other provisions of this Non-Disclosure Agreement.

12.3 Successors and Assigns.  This Non-Disclosure Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.  Without limiting the generality of the foregoing, if I become an employee of any subsidiary or controlled affiliate of the Company, then (i) such subsidiary or controlled affiliate shall be deemed and treated as an intended third party beneficiary of this Non-Disclosure Agreement to the same extent as if such subsidiary or controlled affiliate were a party to this Non-Disclosure Agreement and (ii) each reference in this Non-Disclosure Agreement to the term “Company” shall be deemed to be a reference to whichever of Dorman Products, Inc. and/or such subsidiary or controlled affiliate is my employer.  I expressly acknowledge and agree that this Non-Disclosure Agreement may be assigned by the Company without my consent to any purchaser of all or substantially all of the assets or stock of the Company, whether by purchase, merger or other similar corporate transaction.

12.4 Survival.  The provisions of this Non-Disclosure Agreement shall survive the termination of my employment with the Company and the assignment of this Non-Disclosure Agreement by the Company to any successor in interest or other assignee.

12.5 Employment.  I agree and understand that nothing in this Non-Disclosure Agreement shall confer any right on me or the Company with respect to continuation of my employment with the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.

12.6 Waiver.  No waiver by the Company of any breach of this Non-Disclosure Agreement shall be valid unless in writing and signed by the party giving such waiver and no such waiver shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under this Non-Disclosure Agreement shall be construed as a waiver of any other right.  

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The Company shall not be required to give notice to enforce strict adherence to all terms of this Non-Disclosure Agreement.

12.7 Entire Agreement. This Non-Disclosure Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements relating to the subject matter hereof and merges all prior discussions between us.  No modification of or amendment to this Non-Disclosure Agreement, nor any waiver of any rights under this Non-Disclosure Agreement, will be effective unless in writing and signed by the party to be charged.

12.8 Counterparts.  This Non-Disclosure Agreement may be signed in counterparts, each shall be deemed an original and shall together constitute one agreement.

12.9Acknowledgement.  I acknowledge that this Non-Disclosure Agreement is a condition to my employment with the Company and my eligibility to participate in and receive payments and benefits pursuant to the Severance Plan.  I further acknowledge that that I have had a full and adequate opportunity to read, understand and discuss with my advisors, including legal counsel, the terms and conditions contained in this Non-Disclosure Agreement prior to signing hereunder.

[Signature Page Follows]

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By signing this Non-DisclosureAgreement below, (1) I agree to be bound by each of its terms, (2) I acknowledge that I have read and understand this Non-DisclosureAgreement and the important restrictions it imposes upon me, which continue after the termination of my employment for any reason, and (3) I represent and warrant to the Company that I have had ample and reasonable opportunity to consult with legal counsel of my own choosing to review this Non-Disclosure Agreement and understand its terms including that it places significant restrictions on me.

EMPLOYEE:

By:

Name:  [Employee Name]

Address:

Date:

Accepted by Company:

DORMAN PRODUCTS, INC.

By:

Name:

Title:

Date:

[Signature page to Non-Disclosure, Invention Assignment and Restrictive Covenant Agreement]

FINAL FORM

EXHIBIT 1

Excluded Information:

[Securely attach additional pages if necessary]

[If this exhibit is left blank, the employee shall be deemed to represent that he/she does not have any Excluded Information.]

XML

Document And Entity Information	Dec. 09, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 09, 2021
Entity Registrant Name	Dorman Products, Inc.
Entity Central Index Key	0000868780
Entity Emerging Growth Company	false
Entity File Number	000-18914
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-2078856
Entity Address, Address Line One	3400 East Walnut Street
Entity Address, City or Town	Colmar
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	18915
City Area Code	215
Local Phone Number	997-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security12b Title	Common Stock, $0.01 Par Value
Trading Symbol	DORM
Security Exchange Name	NASDAQ