Transition Agreement by and between Mathias J. Barton and the Company dated as of October 25, 2018

Exhibit 10.1

TRANSITION AGREEMENT

This TRANSITION AGREEMENT (“Agreement”) is made and entered into by and between MATHIAS J. BARTON, on behalf of himself, and his heirs, estate, executors, administrators, representatives, successors and assigns (hereinafter collectively referred to as “Executive”) and DORMAN PRODUCTS, INC., a Pennsylvania corporation (the “Company”), on behalf of itself and its present, past and future parent corporations, subsidiaries, affiliates, officers, directors, agents, employees and/or any other related entity.

WHEREAS, Executive has been employed by the Company as the Chief Executive Officer; and

WHEREAS, Executive is retiring and resigning from the Company’s employ; and

WHEREAS, the Company desires to provide certain benefits to Executive upon his resignation in exchange for Executive’s transition assistance and a release and waiver of claims.

Intending to be legally bound hereby and in consideration of the mutual promises contained herein, the parties hereby agree as follows:

Executive hereby resigns as an officer and as an employee of the Company and as an officer, director and from any other positions held by Executive in the Company’s subsidiaries effective at the close of business on December 31, 2018 (hereinafter the “Separation Date”), and Executive’s employment with the Company and its subsidiaries will terminate as of such date.

(a)    In exchange for and in consideration of Executive’s promises and obligations in this Agreement including the release of claims set forth below and in the attached Exhibit A, provided that Executive (w) remains employed with the Company through the Separation Date and is not terminated for Cause by the Company under Section 5.1.5 of his employment agreement with the Company, dated December 28, 2015 (“Employment Agreement”), (x) complies with all of his obligations under this Agreement, (y) complies with all of his covenants and obligations under the Employment Agreement, including without limitation, the covenants and obligations under Section 6 (Negative Covenants of the Executive) of the Employment Agreement, and (z) no earlier than January 1, 2019, and no later than January 31, 2019 executes and delivers to the Company the waiver and release in the attached Exhibit A (and does not revoke such waiver and release), the Company will provide the following to Executive:

Executive’s Initials: /s/ MJB

(b)    Notwithstanding any provisions in the 2008 Plan or the applicable award agreements to the contrary, the Executive and the Company agree to the following treatment of Executive’s equity awards outstanding as of the Separation Date (other than the 2016 Performance Award which is subject to the treatment in 2(a)(II) above):

(c)    Executive agrees that he will submit all vouchers for reasonable business expenses prior to his Separation Date or as soon thereafter as is practicable. Executive understands and agrees that, except as provided in the Consulting Agreement and normal and customary Dorman Board travel expenses, after his Separation Date Executive will no longer be authorized to incur any expenses, obligations, or liabilities on behalf of the Company.

Not later than the Separation Date (or earlier if requested by the Company) Executive agrees to return to the Company all Company documents and property, which Executive received, obtained or prepared, or helped to prepare, in connection with Executive’s employment with the Company.

Executive acknowledges and agrees that the consideration in paragraph 2 above constitutes the sole and exclusive consideration provided Executive under this Agreement, and that Executive is not entitled to this consideration if Executive does not sign this Agreement or if he does not execute (or revokes) Exhibit A. Executive further acknowledges and agrees that, other than (a) base salary and medical benefits to be provided between the date he signs this Agreement and the Separation Date, (b) the vesting of a time-based restricted stock award which will vest in accordance with its terms in December 2018, and (c) as required by the terms of any qualified retirement plan, non-qualified deferred compensation plan, or pursuant to COBRA, Executive has received all wages, bonuses, compensation, remuneration and all other monies due Executive arising out of, relating to, or resulting from Executive’s employment with the Company, including but not limited to all monies due Executive under any benefit plans established and/or maintained by the Company.

In accordance with and to supplement the Employment Agreement, Executive acknowledges and affirms Executive’s continuing obligation to keep all Proprietary Company Information confidential and to not disclose it to any third party in the future. As used in this Agreement, the term “Proprietary Company Information” includes, but is not necessarily limited to, trade secrets, confidential information, knowledge, data, or other information of the Company relating to products, processes, know-how, client lists, business plans, marketing plans and strategies, pricing strategies, and technical, marketing, business, financial, or other information which constitutes trade secret information or information not available to competitors of the Company or subject matter pertaining to any business of the Company or any of its clients, licensees, or affiliates, the use or disclosure of which might reasonably be construed to be contrary of the interests of the Company. Executive further agrees not to use, disclose, deliver, reproduce, or in any way allow any such trade secrets, confidential information, knowledge, data, or other

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Proprietary Company Information, or any documentation relating thereto, to be delivered to or used by any third parties without specific direction or consent of a duly authorized representative of the Company. Nothing herein or in any other agreement between the Company and the Executive is intended or shall be construed to limit Executive’s ability to communicate with any governmental agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency.

Executive further agrees that he will not in any way disparage or make negative, disparaging, or derogatory comments or statements, whether written or unwritten, about the Company, its employees, officers, directors, or shareholders, or its reputation or services. The Company agrees that it’s directors and officers will not in any way disparage or make negative, disparaging, or derogatory comments or statements, whether written or unwritten, about the Executive or his reputation or services. Nothing in this paragraph (or otherwise in this Agreement) is intended or shall be construed to suggest or imply that Executive or the Company cannot provide truthful information in response to a government investigation, a court and/or administrative agency-issued subpoena, or other valid legal process.

Executive understands, acknowledges, and agrees that the Company has no obligation whatsoever to reinstate, recall, reemploy, or rehire Executive to any position with the Company and that Executive agrees not to seek reinstatement, recall, re-employment, or rehire with the Company. Executive acknowledges and agrees that any actions taken pursuant to this provision cannot be used to, and shall not, establish the existence of or constitute any retaliation by Company or its agents.

The Company and Executive intend for this Agreement to comply with the Older Workers’ Benefit Protection Action of 1990 (29 U.S.C. Section 626), as amended. Accordingly, Executive acknowledges and represents as follows:

(a)    Executive waives any rights or claims he may have, including but not limited to those under the United States Age Discrimination in Employment Act (“ADEA”), knowingly and voluntarily and in exchange for the consideration of value to which Executive would not otherwise have been entitled, as set forth in this Agreement.

(b)    Executive has been advised by the Company to consult an attorney before Executive signs this Agreement.

(c)    Executive has been given a period of at least twenty-one (21) days within which to consider this Agreement. Executive understands and acknowledges that, at his option alone, this Agreement may be executed prior to the expiration of the twenty-one (21) day period.

(d)    Executive has been informed by the Company that Executive may revoke this Agreement 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 the Agreement shall not become effective or enforceable until the revocation period has expired without Executive having exercised this right of revocation.

(e)    Executive has carefully read and fully understands all provisions of this Agreement, which includes a full release and waiver by Executive of any and all claims.

(f)    Executive has signed this Agreement knowingly and voluntarily and understands that Executive is not waiving or releasing any claims that may arise after the date this Agreement is executed.

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Executive’s Initials: /s/ MJB

Executive agrees to make himself reasonably available to and cooperate with the Company and its attorneys with respect to any business issues or legal proceedings that the Company believes, in its sole discretion, may be in any way related to his employment with the Company or to matters in which he was involved or has knowledge. Such cooperation encompasses Executive’s assistance with matters preliminary to the instigation of any legal proceedings and assistance during and throughout any litigation, administrative, or legal proceeding, including, but not limited to, participating in any fact-finding efforts or investigation, speaking with the Company’s attorneys, testifying in depositions, testifying at hearings or at trial, and assisting with any post-litigation matter or appeal. Nothing in this Paragraph should be construed as suggesting or implying in any way that Executive should testify untruthfully. The Company shall make reasonable efforts to minimize disruption of the Executive’s other business activities. The Company will reimburse Executive for the reasonable expenses, if any, for travel, or other direct costs (including, without limitation, pre-approved legal fees, such approval not to be unreasonably withheld or delayed) incurred by Executive associated with that cooperation.

The construction, interpretation, and performance of this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rules.

This Agreement, and all portions hereof, shall inure to the benefit of and be binding upon Executive and Executive’s heirs, administrators, representatives, executors, successors, beneficiaries, and assigns (only as agreed to by Company), and shall also inure to the benefit of the Company’s successors and assigns. The Releasees are intended third party beneficiaries of this Agreement.

The execution of this Agreement shall not be deemed an admission of, or imply any, liability or wrongdoing on behalf of the Company or any other Releasees. Executive acknowledges and agrees that this Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction or bar against, any action, suit, or other proceeding which Executive may institute, prosecute, or maintain with respect to any matter, occurrence, or thing covered by this Agreement.

The parties intend that all payments and benefits made under this Agreement are exempt from, or compliant with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, including regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”). The intent is that none of these payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities in this Agreement will be interpreted to be so exempt or to so comply. Executive understands that in no event will the Company reimburse the Executive for any taxes or other penalties that may be imposed on Executive as a result of Section 409A. Each payment in a series of payments to be made under this Agreement is deemed to be a separate payment for purposes of Section 409A.

Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

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Executive’s Initials: /s/ MJB

This Agreement may be executed in any number of counterparts with the same effect as if all the signatures on such counterparts appeared on one document, and each such counterpart shall be deemed to be an original. Delivery of a facsimile or electronic copy of an executed counterpart shall be as effective as a delivery of a manually executed counterpart of this Agreement.

This Agreement, along with the Employment Agreement (which is incorporated herein) and the Consulting Agreement (which is incorporated herein), constitutes the entire agreement between the parties and fully supersedes any and all prior agreements or understandings pertaining to the subject matter thereof. No other promises or agreements exist that are not contained herein. In the event that any provision(s), or portion(s) thereof, of this Agreement, is determined to be illegal, unenforceable, or prohibited by applicable law, the remainder of this Agreement shall not be affected thereby and each remaining portion shall continue to be valid, effective and enforceable to the fullest extent permitted by applicable law. This Agreement may be modified or amended only in a writing signed by both parties.

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Executive’s Initials: /s/ MJB

In witness whereof, the parties have duly executed this Agreement as of the respective dates below set forth.

[SIGNATURE PAGE TO TRANSITION AGREEMENT]

EXHIBIT A

WAIVER AND RELEASE OF ALL CLAIMS

In accordance with the Transition Agreement entered into by and between DORMAN PRODUCTS, INC., a Pennsylvania Corporation (the “Company”), and MATHIAS J. BARTON, on behalf of himself, and his heirs, estate, executors, administrators, representatives, successors and assigns (hereinafter collectively referred to as “Executive”) dated as of October 25, 2018 (the “Agreement”), and in consideration of the payments to be made and benefits to be provided by the Company to Executive thereunder:

(a)    Executive fully, finally, and forever waives and releases any and all claims that Executive has 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 Executive signs this waiver and release (Exhibit A).

(b)    Executive represents, warrants and covenants that Executive has not filed any complaints, charges or lawsuits against any Releasees. Executive agrees further that Executive will terminate with prejudice any and all pending legal actions, complaints, suits or charges that Executive has 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 Executive signs this waiver and release (Exhibit A).

(c)    Executive, on behalf of Executive and his heirs, executors, estate, administrators and assigns, hereby unconditionally and generally releases and discharges 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 Executive has or may have against Releasees, and/or any of them, arising at any time prior to and including the date Executive signs this waiver and release (Exhibit A); further including, without limitation, any and all Claims which relate directly or indirectly to Executive’s employment with the Company and Executive’s 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 and waiver of Claims shall not apply to any rights or Claims that are not waivable as a matter of law.

(d)    Executive represents, warrants and covenants that Executive has 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.

(e)    Executive waives any right to become, and promises 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 Executive signs this waiver and release (Exhibit A).

(f)    This waiver and release of Claims shall not apply to Executive’s Claims for workers’ compensation or unemployment compensation benefits or to any legal action seeking to challenge the validity of, or to enforce, this waiver and release (Exhibit A).

(g)    Executive understands and agrees that nothing in this waiver and release (Exhibit A) is intended to, or shall, interfere with or affect Executive’s 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. Executive agrees that Executive waives, 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 waiver and release does not limit Executive’s right to receive an award for information provided to the Securities and Exchange Commission.

Older Workers Benefit Protection Act

The Company and Executive intend for this waiver and release (Exhibit A) to comply with the Older Workers’ Benefit Protection Action of 1990 (29 U.S.C. Section 626), as amended. Accordingly, Executive acknowledges and represents as follows:

(a)    Executive waives any rights or Claims he may have, including but not limited to those under the United States Age Discrimination in Employment Act (“ADEA”), knowingly and voluntarily and in exchange for the consideration of value to which Executive would not otherwise have been entitled, as set forth in the Agreement.

(b)    Executive has been advised by the Company to consult an attorney before Executive signs this waiver and release (Exhibit A).

(c)    Executive has been given a period of at least twenty-one (21) days within which to consider this waiver and release (Exhibit A). Executive understands and acknowledges that, at his option alone, this waiver and release (Exhibit A) may be executed prior to the expiration of the twenty-one (21) day period.

(d)    Executive has been informed by the Company that Executive may revoke this waiver and release (Exhibit A) 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 the waiver and release (Exhibit A) shall not become effective or enforceable until the revocation period has expired without Executive having exercised this right of revocation.

(e)    Executive has carefully read and fully understands all provisions of this waiver and release (Exhibit A), which includes a full release and waiver by Executive of any and all claims.

(f)    Executive has signed this waiver and release (Exhibit A) knowingly and voluntarily and understands that Executive is not waiving or releasing any Claims that may arise after the date this waiver and release (Exhibit A) is executed.

Any undefined terms used herein shall have the meaning set forth in the Agreement.

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[SIGNATURE PAGE TO EXHIBIT A – WAIVER AND RELEASE OF ALL CLAIMS]

EXHIBIT B

CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT (the “Agreement”) is made this     day of         , 2019 by and between DORMAN PRODUCTS, INC., a Pennsylvania corporation, for itself and on behalf of its subsidiaries and affiliates (the “Company”), and MATHIAS J. BARTON (“Consultant”).

WHEREAS, the Consultant has resigned as an officer and as an employee of the Company and as an officer, director and from any other positions held by Executive in the Company’s subsidiaries effective at the close of business on December 31, 2018;

WHEREAS, the Company desires to retain Consultant to provide consulting services as described herein through December 31, 2019 or the earlier termination of this Agreement, in order to retain Consultant’s experience and expertise with respect to the Company and to provide an orderly transition; and

WHEREAS, Consultant is willing to perform such consulting services.

NOW THEREFORE, the parties agree as follows:

a.    During the Term of the Agreement, Consultant agrees to provide such advisory and transition services for the Company (the “Services”) as may be reasonably requested by the Board or the President and Chief Executive Officer of the Company (“CEO”) subject to the terms and conditions of this Agreement. Consultant shall at all times perform the Services in good faith and to the best of his ability.

b.     The Company and Consultant agree that the Services will be at a level that does not exceed 20% of the average level of services provided by Consultant as an employee of the Company over the 36-month period preceding his termination of employment, so that, for purposes of section 409A of the Internal Revenue Code, Consultant will have undergone a “separation from service” within the meaning of section 409A upon Consultant’s termination of employment with the Company on December 31, 2018.

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In witness whereof, the parties have duly executed this Agreement as of the respective dates below set forth.

[SIGNATURE PAGE TO CONSULTING SERVICES AGREEMENT]