AGREEMENT

Exhibit 10.2

AGREEMENT

Agreement made as of the 5^th day of February, 2014 (the “Execution Date”) by and between Federal-Mogul Corporation (the “Employer”), and Daniel A. Ninivaggi (the “Employee”).

Whereas, Employer wishes to employ Employee as Co-Chief Executive Officer of Employer and the Chief Executive Officer of its Vehicle Components Group (as defined below) and Employee wishes to become employed by Employer upon the terms and conditions set forth herein.

Now, therefore, in consideration of the premises and the mutual promises made herein, the parties hereto agree as follows:

If during the Additional Period or thereafter, Employee continues as a director of any public company, then he shall be entitled to retain any remuneration or other property obtained as a result of such service regardless of the terms of the policies of Employer.

Any remuneration or other property obtained as a result of acting as a board member of a public company or similar position during the Term shall remain the property of the Employee if such retention is consistent with the policies of Employer (which policies shall be applied to Employee in a manner consistent with the application of such policy to other employees of Employer or its Affiliates). If required by such policies (as so applied to other employees of Employer or its Affiliates) such amounts will be paid over to Employer or waived by Employee. Notwithstanding the foregoing, Employee shall not be entitled to any such remuneration or property for serving on the board of Icahn Enterprises G.P. or on the boards of any person of which Icahn Enterprises G.P. or its Affiliates beneficially own, in the aggregate, voting securities that constitutes at least 40% of the vote for directors of such person.

(a) Power of Termination. The Employer may terminate the employment of Employee under this Agreement at any time, with Cause. The employment of Employee under the Employment Agreement is terminable without Cause by Employer only upon 90 days prior written notice to Employee, or as otherwise set forth in this Section 7. At its option Employer may terminate the employment of Employee on less than 90 days notice without Cause by providing written notice of a future date (which future date shall not be more than 90 days following the giving of such notice) on which such employment will end (such future date, the “End Date”), but in such event Employer shall continue to pay Compensation to Employee at the rate of $98,000 per two week period from the date of the giving of such notice through the 90^th day following the date of the giving of such notice (and in such event you shall, if so requested by Employer, continue to provide the services contemplated in Sections 1 and 2 of the Employment Agreement through the End Date). “Cause” shall mean any of the following: (a) conviction of any felony or the commencement of a criminal proceeding against Employee alleging fraud or violation of the federal securities laws; (b) willful failure to follow the lawful directions given by Employer to Employee or the written policies or procedures adopted by the Employer from time to time that are made available to Employee; (c) failure to come to work on a full-time basis, other than on holidays, vacation days, sick days, or other days off under Employer’s business policies; (d) impairment due to alcoholism, drug addiction or similar matters; and (e) a material breach of this Agreement. Prior to termination for “Cause” as a result of failure as contemplated in clause (b), (c) or (e) above, Employee shall be given written notice delivered to him by hand or by certified mail return receipt requested (which shall be deemed given when such mail is delivered or delivery is attempted by the US Post Office) of his activity giving rise to such failure and will have 15 business days to correct such activity; provided that Employer shall only be required to provide notice under this sentence twice during any calendar year. “Good Reason” shall mean the existence and continuation of an “Uncured Employer Breach”. An Uncured Employer Breach shall mean and be limited to the failure of the Employer to make any payment required to be made hereunder when due if such failure continues for 15 business days following written notice detailing the amount and circumstances of such failure delivered personally by hand (or by certified mail return receipt requested) by the Employee to the Chairman of the Board, provided that if such failure is the result of a good faith dispute, then such failure shall not constitute or be deemed to constitute an Uncured Employer Breach. An Uncured Employer Breach shall also include a material change in the duties assigned to Employee which are so different in responsibility and scope so as to materially diminish the responsibility of Employee.

(b) Payment of Earned Compensation and Accrued Benefits. In the event that Employee’s employment under this Agreement with Employer ceases for any reason (whether: (i) for Cause; (ii) without Cause; (iii) due to death or disability; or (iv) by the action of Employee such as resignation or retirement), Employee shall be entitled to receive any Compensation earned for periods prior to the cessation of his employment and not yet paid through the date of cessation of employment as well as any accrued paid time off or other accrued health or welfare benefits.

(c) Resignation. Employee may resign his employment only: (x) upon 90 days prior written notice to Employer (any such notice by Employee to Employer, an “Employee 90 Day Notice”); or (y) for Good Reason. The 90 day period beginning on the date of the giving of the Employee 90 Day Notice to Employer is referred to as the “90 Day Period”.

Employer agrees that he will not, at any time during his employment with Employer, seek or discuss employment with another employer or potential employer, unless he has previously given the Employee 90 Day Notice to Employer.

In the event that Employee gives an Employee 90 Day Notice: (x) Employee shall, unless otherwise requested by Employer, continue to provide the services contemplated in Sections 1 and 2 of this Agreement (the “Service Obligation”) through the last day of the 90 Day Period; and (y) at its option Employer may at any time after the giving of the Employee 90 Day Notice to Employer, terminate Employee’s employment by providing written notice to Employee of any date prior to the last day of the 90 Day Period on which the employment will end. In such event, so long as Employee complies with the Service Obligation, Employer will be obligated to continue to pay Employee the Compensation at the rate of $98,000 per two week period from the date that Employee gives the Employee 90 Day Notice through (and only through) the 30^th day following the date of Employee’s giving such Employee 90 Day Notice, or if later, such date as Employee ceases to be employed by Employer (but in any event not later than the last day of the 90 Day Period).

(a) To the best of his knowledge, he is not a party to, or involved in, or under investigation in, any pending or threatened litigation, proceeding or investigation of any governmental body or authority or any private person, corporation or other entity that would interfere with the performance of his duties under this Agreement other than those known to Employer.

(b) Employee has never been suspended, censured or otherwise subjected to any disciplinary action or other proceeding by any State, other governmental entities, agencies or self-regulatory organizations.

(c) Employee is not subject to any restriction whatsoever which would cause him to not be able fully to fulfill his duties under this Agreement.

All processes, technologies, investments, contemplated investments, business opportunities, valuation models and methodologies, and inventions (collectively, “Inventions”), including without limitation new contributions, improvements, ideas, business plans, discoveries, trademarks and trade names, conceived, developed, invented, made or found by Employee, alone or with others, during the Term, whether or not patentable and whether or not on the time of the Designated Entities or with the use of their facilities or materials, shall be the property of the applicable Designated Entity and shall be promptly and fully disclosed by Employee to such Designated Entity upon request. Employee shall perform all necessary acts (including, without limitation, executing and delivering any confirmatory assignments, documents, or instruments requested by the Designated Entities) to vest title to any such Invention in any such person and to enable such person and the Designated Entities, at such Designated Entities’ expense, to secure and maintain domestic and/or foreign patents or any other rights for such Inventions.

Without limiting anything contained above, Employee agrees and acknowledges that all personal and not otherwise public information about the Designated Entities, including, without limitation, their respective investments, investors, transactions, historical performance, or otherwise regarding or concerning Carl Icahn, Mr. Icahn’s family and employees of the Designated Entities, shall constitute Confidential Information for purposes of this Agreement. In no event shall Employee during or after his employment hereunder, disparage Mr. Icahn, Mr. Icahn’s family or the Designated Entities, or any of their respective officers or directors.

Employee further agrees not to write a book or article about the Designated Entities, Mr. Icahn, his family members or any of the respective Affiliates of any of the foregoing, in any media and not to publish or cause to be published in any media, any Confidential

Information, and further agrees to keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, script writers, media personalities, and the like, in any and all media or communication methods, any Confidential Information.

In furtherance of the foregoing, the Employee agrees that following the cessation of his employment hereunder, the sole and only statements he will make about or concerning any or all of: Mr. Icahn, his family members and the Designated Entities, or any of the respective Affiliates of any of the foregoing, is to acknowledge that he is or was employed by Employer; provided that, Employee may also disclose the titles and responsibilities applicable to his employment hereunder, if he has complied with Sections 7(c) and 11 and any resignation is made in compliance with the terms of this Agreement.

In the event of any dispute under this Agreement regarding an allegation by Employee or Employer of a breach of this Agreement, Employee may disclose in any complaint, answer or in legal documents necessary for such litigation, the terms of this Agreement and the facts constituting and relating to such alleged breach, to the extent such disclosure is necessary or appropriate in order to assert or defend against any allegation of, such breach in a court of law.

Should Employee’s employment hereunder cease due to: (A) his resignation without Employee providing the Employee 90 Day Notice (other than resignation in accordance with the Employment Agreement for Good Reason); or (B) for Cause (it being agreed that failure by Employee to provide services under the Employment Agreement as a result of a disability shall not constitute “Cause”), then Employee shall not, for a period of 180 days following the last day of such employment, engage in any activity, whether as an employee, representative, agent, officer, director, partner, member, holder of more than 5% of the outstanding stock or any combination thereof, on behalf of any person or entity (other than a charitable or non-profit organization from which Employee receives no compensation either during or after such 180 day period), including but not limited to an Affiliate of Employer or any competitor of Employer.

Employee shall follow all written policies and procedures and written compliance manuals adopted by or in respect of any or all of Employer and its Affiliates that have been or will be delivered to Employee, including, without limitation, those applicable to investments by employees. In addition, Employee shall not, personally or on behalf of any other person or entity, invest in or provide advice with respect to, any investment made or actively being considered by Employer or its Affiliates, unless disclosed to Employer in writing by Employee and approved in writing by Employer which approval may be granted or withheld by them in their sole and absolute discretion, and which approval, if granted, may be with limitations, including on the amount of any investment which Employee may make at any time or from time to time and may impose restrictions on the sale of any such investment.

In WITNESS WHEREOF, undersigned have executed this Agreement as of February 5^th, 2014.