Exhibit 10.8

BASIC AGREEMENT
BETWEEN
Warner Electric, LLC
and
United Steelworkers
and
Local Union No. 3245
For Contract Years
February 1, 2009 through March 28, 2010

WARNER ELECTRIC BRAKE SAFETY POLICY

INDEX

NOTICE TO ALL EMPLOYEES

WHEN UNABLE TO

REPORT FOR WORK

CALL

(815) 389-4300

OR YOUR SUPERVISOR’S

DIRECT PHONE NUMBER.

THIS WILL ENABLE THE

COMPANY TO ACCURATELY

MAINTAIN YOUR

ATTENDANCE RECORD

TO LEAVE AN EMERGENCY MESSAGE

CALL

(815) 389-7777

LEAVE YOUR NAME, TELEPHONE #,

AND MESSAGE AND HANG UP.

YOUR EMERGENCY MESSAGE WILL BE

RESPONDED TO

AGREEMENT

1. This Agreement is made and entered into February 1, 2009 by and between WARNER ELECTRIC, LLC, or its successors or assigns, (hereinafter referred to as the “COMPANY”) and the UNITED STEELWORKERS (hereinafter referred to as the “UNION”) on behalf of itself and Local Union No. 3245. The Company will furnish each present or new employee with a copy of this Agreement.

ARTICLE I
Intent, Purpose and Scope of Agreement

2. It is the intent and purpose of this Agreement to set forth herein the basic rules covering rates of pay, hours of work, and conditions of employment to be observed by the parties hereto. It is further understood and agreed that this Agreement together with any written appendices, supplements or letters of understanding hereto contains all understandings between the Company and the Union. This Agreement cannot be modified or amended except in writing signed by the Company and the Union. No individual shall have any right to modify, amend or revoke this Agreement.

3. This Agreement relates to the South Beloit plant of the Company located at 449 Gardner Street, South Beloit, Illinois.

4. The Company and Union will apply the provisions of this Agreement to all employees, without discrimination as to age (as provided in appropriate laws), sex, color, national origin, race, disability or religion.

5. COOPERATION – The Union, the Company and all employees covered by this Agreement mutually agree to make every reasonable effort to maintain and improve the skill, efficiency, ability, and production of all employees, the quality of products, the methods and facilities of production, and to eliminate accidents, waste, conserve material and supplies and improve quality of workmanship.

ARTICLE II
Recognition

6. The Company hereby recognizes the Union as the exclusive bargaining agent for all its production, maintenance, and service employees, excluding Sales Persons, Service Manager, Assistant Service Manager, Service School Instructors, office and plant clerical employees, technical employees, timekeepers, Industrial Engineering Department employees, security personnel, plant superintendents, assistant superintendents, supervisors, assistant supervisors, and other supervisory employees with authority to hire, promote, discharge, discipline or otherwise effect changes in the status of the employees, or effectively recommend such action, in all those matters specifically provided for herein pertaining to wages, hours, and working conditions.

7. The Union hereby recognizes that the Management of the plant and the direction of the working forces including the right to direct, plan, and control plant operations, and establish and change production schedules, the right to hire, promote, demote, transfer, suspend or discharge employees for proper cause, or to relieve employees because of lack of work or for other legitimate reasons, subject to the provisions of this Agreement, or the right to introduce new and improved methods or facilities, or to change existing production methods or facilities, and to manage the properties, is vested in the Company.

8. No employee shall engage in any activity not authorized by the Company, which shall interfere with production. This section shall not restrict the legitimate activities of the Shop Committee members pursuant to Article IX, Par. 98, Safety Committee members pursuant to Article XIII Par. 136, and the members of the Job Evaluation Committee, Worker’s Compensation Committee, Civil Rights Committee, Group Insurance Committee, Pension Committee, Women of Steel and Apprenticeship Committee as authorized by the appropriate Company representatives.

9. Any employee who is a member of the Union in good standing on the effective date of this Agreement shall, as a condition of employment, maintain membership in the Union to the extent of paying the periodic membership dues uniformly required of all Union members.

10. Any employee who, on the effective date of this Agreement, is not a member of the Union and any employee thereafter hired, shall, as a condition of employment, starting thirty (30) days after the effective date of this Agreement, or thirty (30) days following the beginning of their employment, whichever is the later, acquire and maintain membership in the Union to the extent provided in Paragraph 9 above.

11. The Union agrees that it will make membership in the Union available to all employees covered by this Agreement on the same terms and conditions as are generally applicable to other members of the Union. At the instance of the Company, termination of Union membership for reasons other than the failure of the employee to tender the dues, assessments and initiation fees specified in this Agreement, may be submitted to an impartial arbitrator under the grievance procedure of the Agreement for determination only as to whether such termination conforms to the Constitution of the United Steelworkers.

12. On receipt of a voluntary written assignment authorizing such deduction from the employee on whose account such deductions are made, the Company shall deduct union dues, initiation fee, and assessments in accordance with the Constitution of the United Steelworkers, as certified to the Company by the International Treasurer of the Union. The Company shall deduct Union dues on a weekly basis, based on the employee’s earnings from that week. Any sum deducted by the Company pursuant to this Paragraph shall be remitted promptly by it to the International Treasurer of the Union.

13. Should the International Treasurer of the Union certify to the Company in writing that changes in dues or initiation fees have been duly adopted by the United Steelworkers, during the term of this Agreement, the Company shall deduct the changed dues or initiation fees have duly adopted by the United Steelworkers, during the term of this Agreement, the Company shall deduct the changed dues or initiation fees in the manner provided in Par. 12.

14. The Union shall indemnify and hold the Company harmless against all suits, claims, demands and liabilities that shall arise out of or by reason of any action that shall be taken by the Company for the purpose of complying with these foregoing provisions or in the reliance on any list or certificate which shall have been furnished by the Company under these provisions.

15. During the life of this Agreement, the Union agrees that there will be no strikes, stoppages, or slowdowns; the Company agrees that there shall be no lockouts. Both parties promise and agree that they shall, in an endeavor to prevent such events from taking place, charge their representatives, committees, and agents with full responsibility for the performance of each and every promise and undertaking herein contained. No meetings of the Union’s membership shall be scheduled during regular working hours without mutual agreement of the parties in writing.

16. Except during an emergency, employees excluded from the provisions of this agreement shall not perform production or maintenance work. Instruction, engineering analysis, continuous improvement team activities, assistance in debugging machinery, product demonstrations, lab work, carrying test and/or sample parts, and safety and ergonomic evaluations do not constitute production or maintenance work.

ARTICLE III
Hours of Work

17. This Article defines the normal hours of work and shall not be construed as a guarantee of hours of work per day or per week. This Article shall not be considered as any basis for the calculation or payment of overtime, which is covered solely by Article IV, “Overtime.”

18. The normal workday shall be eight (8) hours per day, Monday through Friday.

19. Rest periods shall be provided and taken as follows:

On regular six (6) hour shifts on Saturday and Sunday, rest periods shall be provided and taken as follows:

All Shifts: Three (3) hours into the six (6) hour shift. -15 minutes

except that rest periods shall be staggered by the Company where necessary to insure continuous production operations. Relief personnel will be assigned to the continuous production operation to provide the relief period for the operator.

20. The normal work pattern shall be five (5) consecutive workdays beginning at 12:01 a.m. Monday of each week, or at the time on Monday at which the employee begins work. Seven (7) consecutive days beginning at 12:01 a.m. Monday shall constitute a payroll week.

ARTICLE IV
Overtime and Allowed Time

21. This Article provides the basis for the calculation of, and payment for, overtime and shall not be construed as a guarantee of hours of work per day or per week, or a guarantee of days of work per week.

The payroll week shall consist of seven (7) consecutive days commencing at 12:01 a.m. Monday for the purpose of computing the pay of employees.

22. Time and one-half shall be paid for hours worked in excess of forty (40) hours in a payroll week; all contractual paid time and union time, shall for purposes of this provision, be treated as time paid.

23. Double time shall be paid for all hours worked on Sunday.

24. In all instances of premium pay for work on a day as such, the employee’s entire shift shall be considered as having been worked on the day on which their shift is regularly scheduled to commence, except if the employee’s first regular shift of the work week begins between 10:00 p.m. and 12:00 midnight on Sunday, during such week, each shift shall be considered as having been worked on the day their shift is scheduled to end.

25. Work performed by employees on their floating holiday, or on a Holiday, will be on a voluntary basis, and will be paid at double time plus holiday pay. The scheduling of floating holidays during the Christmas period will be at the employee’s discretion.

26. Holidays

Contract Year 2009

April 10 — Good Friday (Friday)
May 25 — Memorial Day (Monday)
July 4 — Independence Day (Saturday) Celebrated Friday, July 3
September 7 — Labor Day (Monday)
November 26 — Thanksgiving (Thursday)
November 27 — Day after Thanksgiving (Friday)
December 24 — Christmas Eve (Thursday)
December 25 — Christmas Day (Friday)
December 31 — New Year’s Eve (Thursday)

Contract Year 2010

January 1 — New Years Day (Friday)

One (floating) holiday to be scheduled in accordance with current vacation scheduling process and paid as 8 hr. of classification rate as holiday pay for employees hired on or before May 17, 2006.

27. The regular earned hourly rate shall be the average straight time hourly earnings for the day on which the overtime was worked. The “average straight time hourly earnings” shall be the employee’s total straight time hourly earnings for the day, divided by the actual hours worked for the day (including any hours paid for under a guarantee of hours). Overtime rates as outlined above shall be paid the employees for such hours worked in the following manner:

(A) Time and one-half shall be one and one-half times the regular earned hourly rate of the employee.

(B) Double time shall be twice the regular earned hourly rate of the employee.

28. The overtime and/or the premium payments provided for in this Article shall not be duplicated for the same hours worked and to the extent that hours are compensated for at overtime or premium rates under one provision, they shall not be counted as hours worked in determining overtime or premium pay under the same or any other provisions.

29. When two or more rules are applicable, the one more favorable to the employee will apply, but nothing contained herein shall be construed to require or permit the pyramiding of premium and/or overtime rates.

30. Both parties agree that overtime shall be worked when necessary to permit the proper operation of the Company. Overtime will be distributed among employees in the overtime distribution groups identified in Appendix D, which groups may be changed from time to time in recognition of new or revised job classification and new or revised cost centers, subject to the grievance procedure.

31. Holidays defined in Par. 26 of this Article will be paid for at the employee’s classification rate and the Cost-of-Living adjustment if not worked.

32. During the term of this Agreement the days (defined above) will be paid holidays. To qualify for holiday pay, an employee must have completed the first thirty (30) calendar days of their probationary period and must have worked their assigned shift on their last scheduled workday before the holiday (which may not be mandated to exceed 8 hours) and their assigned shift on their first scheduled workday following the holiday. In cases of holidays which are observed on Friday or Monday, neither the adjoining Saturday nor the adjoining Sunday shall be considered as a “scheduled work day before” nor a “scheduled work day after” the holiday for purposes of qualifying for holiday pay, and work on such Saturday or Sunday shall be voluntary except that concerted refusal of such overtime work and failure to work by an employee who had agreed to work shall be disciplinable offenses. If an employee desires to be absent from work the scheduled work day before or after a holiday, they must give reasonable notice prior to the holiday; provided, however, if they are absent from work the scheduled work day before or after a holiday due to circumstances beyond their control, they will not be disqualified from receiving unworked holiday pay. Otherwise eligible employees on disability leaves of absence are eligible for holiday pay up to and including one consecutive year of such leave(s) provided, however, that otherwise eligible employees hired on or after January 28, 1984 on disability leaves of absence shall be eligible for holiday pay up to and including thirty (30) consecutive days following the commencement of such leave(s).

33. The classification rate shall be that of the payroll week in which the holiday falls. If an employee is absent and does not have wages earned during the holiday week, then the classification rate to be used shall be that of the last payroll week the employee worked prior to the holiday week.

34. Employees who report for regular work, (unless notified not to do so, including announcements by local news media) or who are called back to work after punching out and leaving the plant, shall be given either a minimum of four (4) hours’ work or pay at the applicable contract rate (with applicable premiums, if any) for the current payroll period, (provided, that if the employee refuses an assignment of work which they are qualified to do, they shall receive no pay). The provisions of this Paragraph shall not apply in cases of strikes, work stoppages, in connection with labor disputes, failure of utilities beyond the control of the Company, or any acts of God which interfere with work being provided or an outside cause which prevents access, egress or occupancy to the extent that work cannot be provided to the employees.

35. Employees actively at work, defined as person who is on the active payroll, will be granted three (3) work days off with pay at their classification rate to attend or make arrangements for the funeral of their spouse, mother, father, sister, brother (including half-brothers and half-sisters), son, daughter, grandchild, mother-in-law, father-in-law, or other than a blood-related parent if it can be demonstrated without a reasonable doubt that the employee’s parent is other than the blood-related mother or father. Such employee will receive bereavement pay entitlement for only one mother and one father. Employees actively at work will be granted three (3) days off with pay at their classification rate to attend or make arrangements for the funeral of their brother-in-law or sister-in-law (defined as the brother(s) and/or sister(s) of the employee’s spouse, and the spouse(s) of the employee’s brother(s) and/or sister(s). The in-law relationship ceases to exist when the marriage, which created the relationship, is terminated by divorce, annulment, legal separation or death followed by remarriage. Employees actively at work will be granted one (1) day off with pay at their classification rate to attend or make arrangements for the funeral of the employee and spouse’s grandmother or grandfather. An employee who has not previously been granted work days off with pay for the funeral of his mother or father may notify the Company that he elects, instead, such pay rights for the funerals of his maternal grandparents or his paternal grandparents. In the event of such election, the funeral pay rights otherwise applicable to the designated grandparents shall apply to the employee’s parents. Should the death occur during any of the employee’s scheduled weeks or days of vacation, the vacation thus interrupted will be extended by the period of authorized bereavement. Should the death occur during any of the employee’s vacation, or a paid holiday, the vacation or holiday thus interrupted will be extended by the period of authorized bereavement effected.

ARTICLE V
Vacations

36. An employee who has been on the payroll of the Company as of the anniversary date of their employment, and prior to May 17, 2006 shall retain their current earned vacation entitlement.

Employees hired on or after May 17, 2006 shall receive the following vacation with pay:

Full weeks of vacation are to be taken as full weeks; extra days may be taken individually.

However, employees with two weeks of vacation or more may take their vacation time off entitlement in excess of one week as individual days. Two (2) of the individual days may be taken in (1/2) day increments, subject to the scheduling rules of Paragraph 38.

Employees on the active payroll of the Company on their 30 ^th year of service anniversary date shall receive a $100.00 award and on each such anniversary date thereafter while on the active payroll.

The Company will issue vacation checks under the following guidelines. Full week(s) vacation checks will be issued on the pay period preceding the start of vacation. Pay for individual vacation days taken will be included in the employee’s regular check for the week it was taken. If an employee takes vacation for all the days in a week when a holiday(s) occurs, except the holiday(s) themselves, the vacation days will be paid in advance as if it were a full week and the holiday(s) will be paid in the week after their occurrence.

37. Vacation pay shall be paid for all employees, beginning January 1, 2007, at their base hourly rate. Base hourly rate to include shift differential.

38. (A) During any calendar year employees shall be permitted to select the time for vacation subject to (B), (C), (D), (E) and (F) below so far as practicable, provided the employee gives written notice to the Human Resources Department of their preference before April 1, and provided that the Company may schedule in a manner which takes into consideration the operating and maintenance needs of the plant. Conflicts in requests shall be resolved on the basis of seniority. When taking single days of vacation, you must notify your supervisor before the end of your prior shift. Failure to do so will result in an absence. When taking half (1/2) days vacation you must notify your supervisor before the end of your prior shift. Failure to do so will result in an absence.

(B) The Company may schedule a vacation shutdown of 1 week’s duration. In years that the Company schedules a shutdown, notification to employees will be made by March 15.

Vacation Shutdown

(C) When a vacation shutdown is scheduled; shutdown work requirements will be announced at the time the shutdown is announced. Shutdown work requirements will be filled voluntarily from the top of the seniority list in each classification required, and if volunteerism does not meet the need, the balance of the requirements will be met by assignment from the bottom of the seniority list up. Shutdown work requirements that arise subsequent to March 15 will be filled by volunteers from the top of the seniority list. Any employees asked to work will be charged in accordance with Appendix C. Employees not asked to work during the shutdown period will not be charged for any overtime. If an out of overtime spread condition occurs because of the overtime worked during the shutdown period, the Company shall have 30 days to bring the effected employees back into the 30 hour overtime spread.

(D) Employees who are entitled to vacation and who work during vacation shutdown will be permitted to request their vacation so far as practicable, and in consideration of the operating and maintenance needs of the Company, at any other time of the year. In instances where employee vacation requests conflict with the Company’s needs, vacations will be scheduled on the basis of seniority.

(E) In order to qualify for the vacation defined in Par. 36, an employee must have worked not less than seventy (70) percent of the regular days of work available to them during the twelve (12) months immediately preceding January 1 of any calendar year, except in the case of any employee who completes one (1) year of service in the calendar year, it shall be twelve (12) months immediately preceding their anniversary date. It is understood and agreed for this purpose that the absence from work because of Company layoffs due to lack of work (not to exceed ten [10] work weeks), occupational accidents, certified illness, holidays, vacation and union business shall be considered as time worked for the purpose of computing eligibility for vacation privileges.

(F) An employee may take pay in lieu for any earned vacation, not to exceed five (5) days in any year. Such scheduling should be handled with the normal April 1 vacation scheduling procedure. Changes after the vacation schedule is established must be consistent with production needs. Pay in lieu will normally be included in the vacation check at the time the vacation is taken. This shall not change the practice of paying for unused vacation at the end of each calendar year. The Union will be informed of all pay in lieu arrangements. No employee shall be discriminated against based upon his exercise or nonexercise of this understanding.

39. In the event of the death of an employee eligible for vacation pay at the time of their death, such vacation due the employee shall be paid to their surviving spouse or other legal heir.

40. If any employee is laid off for a period equal to or longer than their vacation, the employee may designate the equivalent portion of such layoff period as their vacation with pay.

41. Vacation periods may not be postponed from one year to another and made accumulative, and will be forfeited unless completed within each calendar year, but in any event the employee will receive their vacation pay.

42. An employee entering military service who is eligible for vacation in the year in which they enter and who has not received such vacation shall receive the vacation pay to which they are entitled under this Article.

43 Any employee returning from military service who is eligible for vacation in the year in which they return shall receive a vacation subject to the provisions of this Article, except Par. 38 above, provided it is not in the same year in which they enter. Their vacation pay will be paid in accordance with Paragraph 37.

44. In the event an employee has their vacation scheduled immediately upon beginning work and therefore does not have any hours worked, their vacation pay is computed by multiplying their rate for the job classification to which they are assigned by their vacation hours.

45.  Vacation Pay for Layoffs. During any calendar year, if an employee is on layoff through no fault of their own and solely as a result of such layoff they have not fulfilled the requirements of Par. 38 (A) of this Article, and such an employee has had earnings in the preceding calendar year, they shall be entitled to receive vacation pay in accordance with Paragraph 37 as provided in Par. 36 of this Article. Employees who are laid off may elect to receive their vacation pay at the time of layoff under Paragraph 40 and, in accordance with Paragraph 40, a corresponding portion of the layoff will be considered as the employee’s vacation time off at the time of layoff. If the employee does not elect his vacation pay and time off at the time of layoff and is recalled in the same calendar year, they will receive their vacation pay in accordance with Paragraph 46. If the employee does not elect their vacation pay at the time of layoff and is not recalled during the calendar year, they will be paid any vacation pay owing at the end of the calendar year.

46. In the event an employee has been on layoff and is recalled to work during any calendar year, and such an employee has had earnings in the preceding calendar year, but solely because of such layoff has not fulfilled the requirements of Par. 38 (A) of this Article, they shall be entitled to vacation pay as outlined in Par. 45 above. Upon returning to work anytime in the year, such employee will be eligible to receive their vacation pay upon giving one week’s notice but vacation time off will be granted (if requested) consistent with Paragraph 38 of this Article.

47. Any employee who retires will receive whatever vacation with pay they have accrued and not taken, plus pro-rated vacation time and pay they have accrued towards his/her next years vacation. Retirees will be paid for all unused and accrued vacation within two (2) weeks of retiring.

ARTICLE VI
Seniority

48.  General. The Company and the Union recognize that promotional opportunity and job security in the event of promotions, decreases of forces, and rehirings after layoffs should increase in proportion to length of continuous service, and that in the administration of this Article, full consideration shall be given continuous service in such cases. “Continuous service” as referred to herein, means a period of employment not interrupted by a break sufficient to terminate the employee’s seniority.

49.  Rule for Applying Seniority . In all cases of promotion or increase or decrease in forces except when a different rule is stated, the following factors shall be considered; however, only where factors (B) and (C) are relatively equal shall length of continuous service govern:

50.  Seniority Defined. Length of continuous service as outlined in this Article is defined herein as years, months, and days of service with the Company since the last date of hire. In cases where two or more employees commence work on the same date, the following method will determine the most senior employee:

Shift 3 = Most Senior
Shift 1 = Senior to employee who started on Shift 2
Shift 2 = Least Senior

In the case of two or more employees starting on the same shift and same date, at the orientation, between the Union, employees, and the Company, the employees will draw a card from a deck of cards and the high card will determine the most senior employee, which determination shall be final and govern all future issues of relative seniority during their employment with the Company. All affected employees who have not established permanent seniority shall do so as outlined by the card drawing provisions of this Article. When seniority is established the Company will provide to the Union a listing of the employees affected and a copy to the employee.

51.  Transfer of Seniority. Employees transferred from one classification to another classification, by job bid or promotion shall transfer their seniority to the new classification after twenty (20) working days on the job to which they had bid or transferred, provided it is the last classification to which they have bid or have been promoted. An employee thus transferred shall serve a trial period of not less than one working day and not more than twenty (20) working days, which period may be extended by mutual agreement. In cases covered by the above employees will be allowed to wash themselves out during the trial period (on the job to which they had bid or been promoted) by giving notice to the Company not later than the twentieth (20 ^th ) day, provided they had not previously held the classification in the previous two (2) years.

52. Employees who wash themselves out as above specified or who are washed out by the Company shall be entitled to return to their former job classification with full seniority. If there have been other personnel moves which have resulted from their bid or promotion, the employees involved will be returned to their former job classifications (to the extent that this is necessary in order to accommodate the washout) with full seniority, and the Company will be entitled to postpone the reverse moves caused by the washout until all resulting personnel moves may be accomplished without the necessity of paying premium pay.

53. Employees who are transferred in lieu of layoff will immediately transfer their seniority to the new classification.

54.  Decrease in Forces . When a reduction in force is necessary, forces shall be reduced in the following manner: (Subject to the exceptions in Article XI, Par. 113).

55. The Company will allow in certain situations for a voluntary layoff to occur. If this happens, the following guidelines will apply on a seniority basis:

56. (1) Probationary employees will be the first to be displaced from the classification(s) to be reduced; (2) Next, emplo