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):June 27, 2014

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

Michigan	0-452	38-1093240
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5683 Hines Drive, Ann Arbor, Michigan	48108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (734) 585-9500

(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))

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

Appointment of Chairman of the Board, Resignation of Chief Executive Officer and a Director and Appointment of Interim Chief Executive Officer

New Chairman of the Board

On June 27, 2014, our Board of Directors approved the appointment of Gary L. Cowger, one of our independent directors, as our non-officer Chairman of the Board, effective immediately. He will serve in that position at the discretion of the Board.

Resignation of Chief Executive Officer

Also on June 27, 2014, James J. Connor, resigned from all of his positions with us, including as our President, Chief Executive Officer and Secretary and as one of our directors, effective immediately. We are engaging in an executive search for a permanent President and Chief Executive Officer, with Harold M. Karp, our interim President and Chief Executive Officer, anticipated to be a strong candidate for that position.

Our Board is also currently interviewing candidates to add two additional directors to the Board as a result of Zachary E. Savas’s January 20, 2014 resignation and Mr. Connor’s resignation, but has reduced the current size of the Board to five persons for now.

Appointment of Interim Chief Executive Officer

Also on June 27, 2014, our Board of Directors appointed one of our existing directors, Harold M. Karp, as our interim President and Chief Executive Officer, effective immediately, and appointed Janice E. Stipp, our current Executive Vice President, Chief Financial Officer and Treasurer, as our Secretary, effective immediately. As a result, Mr. Karp no longer qualifies as an independent director. Therefore, immediately before his appointment, he resigned as a member of our Audit Committee and as a member of our Governance and Nominating Committee. He was simultaneously replaced on our Audit Committee by Gary L. Cowger and on our Governance and Nominating Committee by Douglas M. Suliman, Jr.

From January 2014 until June 27, 2014, when he became our interim President and Chief Executive Officer, Mr. Karp was a self-employed consultant providing operational analysis to third parties. Mr. Karp is party to a letter agreement with us that requires us to elect him as our President and Chief Executive Officer. For a description of Mr. Karp’s other business history, see “Proposal No. 1 - Election of Directors - Our Nominees - Harold M. Karp” on page 23 of our definitive Proxy Statement/Prospectus, dated March 21, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b), which is hereby incorporated in this Item 5.02 by reference.

Mr. Karp does not have a direct or indirect material interest in any currently proposed transaction in which Tecumseh Products Company is to be a participant and the amount involved exceeds $120,000, nor has Mr. Karp had a direct or indirect material interest in any such transactions since the beginning of 2013, other than his new employment relationship described in this Item 5.02 and his service as one of our directors since January 2014.

We issued a press release dated June 27, 2014, regarding these Board and management changes. A copy of the press release is filed as Exhibit 99.1 to this Form 8‑K and is hereby incorporated in this Item 5.02 by reference.

Compensatory Arrangements for Former Chief Executive Officer and Interim Chief Executive Officer

Former Chief Executive Officer

Also on June 27, 2014, Mr. Connor entered into a General Release of All Claims with us in connection with his termination of employment. In consideration of (i) the payment of $835,000 over the next 20 months on the dates normal payroll payments would otherwise have been made, provided, however, that if a Change in Control (as defined in the General Release of All Claims) occurs, the unpaid balance of such $835,000 as of the effective date of the Change in Control will be paid in a lump sum amount, subject to appropriate tax withholdings, and (ii) continuation of his medical, dental and vision insurance until the earlier of the date he becomes a full-time employee of a third party and 18 months after the date of the General Release of All Claims, assuming no revocation of a release, Mr. Connor agreed to return our property and to release us from all claims, rights and liabilities arising out of his employment and director relationship with us, the termination of those relationships, any agreement or arrang

ement relating to his employment with us or other service to us or relating to his compensation, bonuses, incentives or other benefits, including his previously vested stock appreciation rights and his previously unvested performance phantom shares, and any other event or obligation that occurred or existed before the date of his termination of employment and service as a director, except for his rights to the consideration under the General Release of All Claims described above and indemnification rights he may have under various agreements.

Mr. Connor also agreed that for the next 20 months, he and his related individuals and entities will not, without the express written consent of our Board, (i) make proposals or announcements with respect to business combinations, dividends, liquidation, share repurchases or other extraordinary corporate transactions with Tecumseh or any other transaction that could result in a change in control or solicit others to engage in any such transaction or advise others in connection with any such transaction, (ii) make, fund, participate in or advise others relating to any solicitation of proxies to vote any of our securities or make shareholder proposals or advise others to do so, (iii) participate in a group with respect to our securities, (iv) act to seek to exercise any control or influence over our management, Board or policies, (v) make a public request to us or to our shareholders to taken any actions in respect of any of the foregoing matters, or (vi) disclose any intention, plan or arrangement inconsistent with the foregoing.

This description of the General Release of All Claims is qualified in its entirety by reference to the General Release of All Claims attached as Exhibit 99.2 to this report, which is hereby incorporated in this Item 5.02 by reference and which we encourage you to read.

Interim Chief Executive Officer

On June 27, 2014, we entered into a letter agreement with Mr. Karp providing for his at will employment beginning June 27, 2014 as our interim President and Chief Executive Officer. Pursuant to the letter agreement, Mr. Karp will receive an annual salary of $500,000. The letter agreement also provides that Mr. Karp will receive, $60,000 a year, payable monthly in advance (prorated for partial months), and on June 27, 2014 he received an award of a number of restricted stock units equal to $75,000 divided by the closing sale price of our common shares on June 27, 2014 under our 2014 Omnibus Incentive Plan. The restricted stock units vest immediately before the 2015 annual meeting of shareholders as long as Mr. Karp remains on our Board of Directors on that date and are to be settled 75% in common shares and 25% in cash. This description of the restricted stock units is qualified in its entirety by reference to the Form of Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan attached as Exhibit 99.3 to this report, which is hereby incorporated in this Item 5.02 by reference and which we encourage you to read.

Also pursuant to his letter agreement, we have agreed to pay Mr. Karp $100,000 on the first regular payroll date after Mr. Karp begins serving as our President and Chief Executive Officer. While employed by us as an interim officer, he will not participate in our annual cash incentives or performance-based restricted stock unit or non-qualified stock option awards, although our permanent President and Chief Executive Officer likely will participate in those compensation arrangements.

Also, pursuant to our letter agreement with Mr. Karp, he will receive four weeks of paid vacation beginning in 2014. We will also provide Mr. Karp with benefits coverage, subject to change at our discretion, currently including, without limitation, medical, dental, vision, and basic life insurance. In addition, Mr. Karp will be eligible to participate in our 401(k) plan. We will also reimburse Mr. Karp for relocation expenses if his appointment becomes permanent, and for apartment rental for an apartment close to our Ann Arbor, Michigan headquarters, while his appointment is on an interim basis, together with weekly roundtrip travel to Huntsville on weekends for Mr. Karp, or, alternatively, for his wife to visit Ann Arbor.

Effective on the date Mr. Karp became our interim President and Chief Executive Officer, he ceased to receive any further compensation provided to our independent directors (except as provided under his letter agreement as compensation for serving as our President and Chief Executive Officer), although he did not forfeit any prior compensation already received.

This description of our letter agreement with Mr. Karp is qualified in its entirety by reference to the Harold M. Karp Offer Letter attached as Exhibit 99.4 to this report, which is hereby incorporated in this Item 5.02 by reference and which we encourage you to read.

Item 7.01 Regulation FD Disclosure.

The information contained in Item 5.02 of this report regarding our appointment of a new Chairman of the Board, the resignation of our Chief Executive Officer and a director and our appointment of an interim Chief Executive Officer and their compensation arrangements is hereby incorporated into this Item 7.01 by reference.

Also, we issued a press release dated June 27, 2014, regarding these Board and management changes. A copy of the press release is filed as Exhibit 99.1 to this Form 8‑K and is hereby incorporated in this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press release dated June 27, 2014
99.2	General Release of All Claims dated June 27, 2014 between Tecumseh Products Company and James J. Connor (management contract or compensatory plan or arrangement)
99.3	Form of Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan (management contract or compensatory plan or arrangement)
99.4	Harold M. Karp Offer Letter dated June 27, 2014 (management contract or compensatory plan or arrangement)
99.5	Description of Harold M. Karp’s business history (incorporated by reference to the description under the caption “Proposal No. 1 - Election of Directors - Our Nominees - Harold M. Karp” on page 23 of our definitive Proxy Statement/Prospectus, dated March 21, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b), file no. 333‑193643)
99.6	Form of Outside Director Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan (management contract or compensatory plan or arrangement)

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.

		TECUMSEH PRODUCTS COMPANY
Date:	June 27, 2014	By	/s/ Janice E. Stipp
			Janice E. Stipp,     Executive Vice President, Chief Financial     Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated June 27, 2014
99.2	General Release of All Claims dated June 27, 2014 between Tecumseh Products Company and James J. Connor (management contract or compensatory plan or arrangement)
99.3	Form of Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan (management contract or compensatory plan or arrangement)
99.4	Harold M. Karp Offer Letter dated June 27, 2014 (management contract or compensatory plan or arrangement)
99.5	Description of Harold M. Karp’s business history (incorporated by reference to the description under the caption “Proposal No. 1 - Election of Directors - Our Nominees - Harold M. Karp” on page 23 of our definitive Proxy Statement/Prospectus, dated March 21, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b), file no. 333‑193643)
99.6	Form of Outside Director Restricted Stock Unit Award Agreement Under the Tecumseh Products Company 2014 Omnibus Incentive Plan (management contract or compensatory plan or arrangement)

EX-99.1

Exhibit 99.1

June 27, 2014

For Immediate Release

Company Contact:

Roger Jackson ▪ 734-585-9482 ▪ roger.jackson@tecumseh.com

Tecumseh Makes Board and Executive Leadership Changes

ANN ARBOR, MI - June 27, 2014 - Harold Karp has been named interim President and Chief Executive Officer of Tecumseh Products Company (Nasdaq:TECU) following the resignation of James Connor. The Tecumseh Board of Directors also approved the appointment of Gary Cowger as Chairman.

“Tecumseh will immediately benefit from Harold’s strong leadership skills and global manufacturing expertise which he has developed over the years,” said Cowger. “Harold has a wealth of experience leading worldwide manufacturing businesses, enhancing their quality and productivity while stimulating innovation and growth."

For 18 years, Karp was employed by The Alpine Group, Inc. or one of its portfolio companies, serving in various senior operating and executive positions. The Alpine Group is an investment firm that operated and actively managed companies in the refrigeration, specialty materials, coatings, wire and cable products and electronic components sectors. Karp served as President and Chief Operating Officer from February 2007 to December 2013 of Wolverine Tube, Inc., which manufactured custom-engineered products providing thermal management solutions to the HVAC, refrigeration, appliance, electronic cooling and petrochemical markets. Karp has served on the Tecumseh Board of Directors since January 2014.

“I am excited to be named the CEO of Tecumseh,” said Karp. “I believe in the strength of the Tecumseh brand and in its global distribution network, and I am committed to enhancing both through innovative product development. We are going to renew our focus on customer satisfaction and product quality with a sense of urgency to reaffirm Tecumseh as a global leader in our industry. With our new leaders in engineering, operations and restructuring, I am confident that we are well-prepared to meet the challenges and opportunities as they are presented to Tecumseh.”

Cowger’s appointment as Chairman of the Board, together with the recent additions of four Directors, provide a broad range of public company, operational, financial and industry experience. A recent successful recapitalization, aligning voting control with share ownership, is an example of the Board’s commitment to moving Tecumseh forward.

Tecumseh also announced that it is engaging in an executive search for a permanent President and CEO, with the anticipation that Karp will be a strong candidate for that position.

Tecumseh Products Company is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers, and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps and complete refrigeration systems. Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company's website at www.tecumseh.com.

EX-99.2

Exhibit 99.2

GENERAL RELEASE OF ALL CLAIMS AND STANDSTILL AGREEMENT

This General Release of All Claims and Standstill Agreement (this “Agreement”) is entered into by James J. Connor (the “Executive”) and Tecumseh Products Company (the “Company”), in connection with the termination of the Executive’s employment with the Company as of June 27, 2014 (“Termination Date”).

In connection with the Executive’s employment with the Company, the Executive and the Company executed the following documents: (i) certain agreements with respect to bonus, stock appreciation rights, phantom shares and equity awards; and (ii) an offer letter dated December 14, 2009 (together with any other documents relating to Executive’s employment, collectively, the “Employment Documents”).

In consideration of (a) the payment of $835,000.00, which shall be paid to the Executive over the 20 months after the Effective Date (defined below) in accordance with the Company’s normal payroll cycle and subject to all appropriate tax withholdings, provided, however, that in the event of a Change in Control of the Company (defined below), the unpaid balance of the $835,000.00 as of the effective date of the Change in Control will be paid in a lump sum amount, subject to all appropriate tax withholdings; (b) the payment or reimbursement of COBRA premiums, including any administrative fees, paid on a monthly basis until the earlier of Executive obtaining full-time employment and the expiration of 18 months after the Termination Date; and (c) the retention by the Executive of the Executive’s current cellular telephone number (collectively, “Consideration”), the Executive and the Company agree as follows:

1.Return of Property. All Company files, access keys and codes, desk keys, ID badges, computers, records, manuals, electronic devices, computer programs, papers, electronically stored information or documents, telephones and credit cards, and any other property of the Company in the Executive’s possession or under his control must be returned no later than the date of the Executive’s Termination Date.

2.General Release, Waiver of Claims and Resignation.

(a)Release. After consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, insurers, successors and assigns (jointly and severally, the “Releasors”) hereby irrevocably and unconditionally release and forever discharge the Company, its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders, members, partners, representatives and agents (“Releasees”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “Claims”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Releasors may have, or in the future may possess, arising out of, (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company or any subsidiaries or affiliated companies and the termination of such relationship or service through the Termination Date, (ii) any matters relating to the Employment Documents or any other agreement or arrangement relating to Executive’s employment with the Company or relating to compensation, bonuses, incentives, or other benefits for Executive, including any stock appreciation rights or phantom shares, and (iii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the Termination Date; provided, however, that the Executive does not release, discharge or waive any rights to (y) the Consideration payable in accordance with the terms of this Agreement and (z) any indemnification rights that the Executive may have pursuant to the Indemnification Agreement executed by the Executive and the Company on June 14, 2013.

(b)Specific Release of ADEA Claims. As condition to the payment of the Consideration, the Releasors hereby unconditionally release and forever discharge the Releasees from any and all Claims arising under Age Discrimination in Employment Act (“ADEA”) that the Releasors may have as of the date the Executive signs this Agreement. By signing this Agreement, the Executive hereby acknowledges and confirms the following, (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Agreement and to have such attorney explain to the Executive the terms of this Agreement, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; (ii) the Executive was given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of his choosing with respect thereto; (iii) the Executive knowingly and voluntarily accepts the terms of this Agreement; and (iv) the Executive is providing this release and discharge only in exchange for the Consideration in addition to anything of value to which the Executive is already entitled. The Executive also understands that he has seven (7) days following the execution of this Agreement within which to revoke the release contained in this paragraph, by providing the Company with a written notice of his revocation of the release and waiver contained in this paragraph. No Consideration will be paid to the Executive until after the expiration of this seven (7) day period without a revocation (“Effective Date”).

(c)Resignation. Effective as of the Termination Date, the Executive hereby resigns as an officer, director and employee of each of the Releasees.

(d)No Assignment. The Executive represents and warrants that he has not assigned any of the Claims being released under this Agreement. The Company may assign this Agreement, in whole or in part, to any affiliated company or subsidiary of, or any successor in interest to, the Company.

3.General Agreement Relating to Proceedings. The Executive has not filed, and the Executive agrees not to initiate, cause to be initiated on his behalf or assist or participate with any other person in initiating or pursuing, any complaint, charge, claim or proceeding against the Releasees before any local, state or federal agency, court or other body, including, without limitation, such matters relating to his employment or the termination of his employment, other than with respect to the obligations of the Company under this Agreement (each, individually, a “Proceeding”), and agrees not to participate voluntarily in any Proceeding. The Executive waives any right he may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

4.Remedies. In the event the Executive initiates or participates in any Proceeding, or if he fails to abide by any of the terms of this Agreement or his post-termination obligations contained in this Agreement, or if he revokes the ADEA release contained in paragraph 2(b) within the seven-day period provided under paragraph 2(b), the Company may, in addition to any other remedies it may have, terminate any benefits or payments that are subsequently due under this Agreement, without waiving the release granted under Paragraph 2 of this Agreement, and the Executive shall reimburse the Company for any portion of the Consideration which has been paid to the Executive. The Executive shall pay all of the Releasee’s attorneys’ fees in connection with any Proceeding. The Executive acknowledges and agrees that the remedy at law available to the Company for breach of any of his post-termination obligations under this Agreement or his obligations under paragraphs 2 and 3 herein would be inadequate and that damages flowing from such a breach may not readily be susceptible to measurement in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies that the Company may have at law or in equity or as may otherwise be set forth in this Agreement, the Company shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from breaching his post-termination obligations under this Agreement or his obligations under paragraphs 2 and 3 herein. Such injunctive relief in any court shall be available to the Company.

The Executive understands that by entering into this Agreement he shall be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Company.

5.Mutual Non-Disparagement. Executive hereby agrees and covenants that he will not at any time make, publish or communicate , and he will not assist any person in making, publishing or communicating to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Releasees, or any of their businesses, products or services. The Company hereby agrees and covenants that it will not at any time make, publish or communicate, and it will not assist any person in making, publishing or communicating to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Executive or his abilities, character, job performance, or contributions to the Company. The Company will provide, upon request by a prospective employer, an employment reference, which will consist of the Executive’s hire date, last date worked and job title as of date of termination. In response to an inquiry by a prospective employer, the Company will make no disparaging or negative comments, statements, or gestures about the Executive or the Executive’s employment with the Company.

6.Change in Control. A change of control shall occur when (a) Control over the appointment and replacement of at least 50% of the Board is transferred to a previously and otherwise unrelated entity or entities which is pre-approved by the Board; or (b) transfer of substantially all of the Company’s assets to a previously and otherwise unrelated entity or entities in connection with a major corporate transaction between the Company and such unrelated entity or entities; or (c) the Company sells or otherwise transfers all or substantially all control over its major corporate and governance affairs in any single transaction or series of related transactions to a previously and otherwise unrelated entity or entities in a manner that significantly alters the Company’s ability to make material governance or management decisions for the Company.

7.Standstill. From Termination Date until the expiration of 20 months after the Termination Date, the Executive and any entity formed by the Executive after the Termination Date shall not, directly or indirectly, without the express written consent of the Board of Directors or the Company, which consent shall not be unreasonably withheld.

(a) (i) make any written proposal to the Board of Directors of the Company, or to any director, officer, or agent of the Company, or make any public announcement or proposal whatsoever with respect to a merger or other business combination, sale or transfer of assets, recapitalization, dividend, share repurchase, liquidation or other extraordinary corporate transaction with the Company or any other transaction which could result in a change of control, (ii) solicit any other individual or entity to make any such statement or proposal, or (iii) advise, assist, or participate with, any other individual or entity in connection with the foregoing provided, however, that the Executive shall not need the express written consent of the Board of Directors or the Company to act in an advisory or consulting role to a private equity firm that the Company has approved to conduct due diligence for the potential presentation

of an offer to the Company; provided, further, that prior to the Company’s approval, Executive will advise the Company in writing of his advisory or consulting role;

(b) make, or in any way promote, fund, advise or participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 under the Securities Exchange Act of 1934) to vote any securities of the Company for any purpose, including the election of director(s), seek to advise any person or entity with respect to the voting of any such securities, initiate or propose any shareholder proposal or induce or attempt to induce any other Person to initiate any shareholder proposal with respect to the Company;

(c) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any Securities of the Company;

(d) otherwise act to seek to exercise any control or influence over the management, board of directors or policies of the Company;

(e) make a public request to the Company, or its shareholders to take any action in respect of the foregoing matters; or

(f) disclose any intention, plan or arrangement inconsistent with the foregoing.

8.Severability Clause. In the event that any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, shall be inoperative.

9.Nonadmission. Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or the Executive.

10.Governing Law and Forum. The Executive and the Company agree that this Agreement and all matters or issues arising out of or relating to the Executive’s employment with the Company and/or this Agreement shall be governed by the laws of the State of Michigan applicable to contracts entered into and performed entirely therein. Any action relating to this Agreement shall be brought solely in the state or federal courts located in the Eastern District of Michigan, and the parties hereby submit to the personal jurisdiction of these courts as the sole and exclusive forums for the resolution of any disputes under this Agreement. All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

Tecumseh Products Company

5683 Hines Drive

Ann Arbor, MI 48108

Attn: Chief Executive Officer

with a copy to:

Honigman Miller Schwartz and Cohn LLP

660 Woodward Ave

2290 First National Building

Detroit, MI 48226

Attn: Patrick T. Duerr, Esq.

Fax: 313.465.7363

To the Executive:

James J. Connor

462 Cumberland Trail

Milford, MI 48381

All such notices shall be conclusively deemed to be received and shall be effective, (i) if sent by hand delivery or nationally recognized courier, upon receipt, or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of such transmission.

11.Waiver of Jury Trial. After consultation with counsel, Executive and the Company hereby waive their respective constitutional rights and any other rights that they may have to a jury trial with respect to any matter or dispute arising from, or relating to, this Agreement, Executive’s employment with the Company or the termination of that employment.

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS AGREEMENT AND THE RELEASE AND AGREEMENTS PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

IN WITNESS WHEREOF, the parties have executed this General Release of All Claims and Standstill Agreement as of the date first set forth above.

Tecumseh Products Company

By:                    

/s/ Roger A. Jackson

Roger A. Jackson

VP, Global Human Resources

THE EXECUTIVE

/s/ James J. Connor

James J. Connor

Dated:    June 27, 2014                

EX-99.3

Exhibit 99.3

TECUMSEH PRODUCTS COMPANY

Form of Restricted Stock Unit Award Agreement Under the

Tecumseh Products Company 2014 Omnibus Incentive Plan

Participant:
Grant Date:
Number of Restricted Stock Units:	[number of Restricted Stock Units]
Vesting Date:	As described in Section 3 of this Award Agreement

1.Grant of Award. Upon the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Tecumseh Products Company (the “Company”), the Board grants to the above-named Participant the number of Restricted Stock Units (the “Grant Amount”) of the Company (the “Restricted Stock Units”) set forth above pursuant to the Tecumseh Products Company 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”). Upon vesting, the Restricted Stock Units represent the right to receive the payments set forth in Section 4. This Restricted Unit Award is granted pursuant to Section 8 of the Plan. Capitalized terms not defined in this Award Agreement have the meanings ascribed to such terms in the Plan.

2.Terms and Conditions. The terms, conditions, and restrictions applicable to this Award are specified in the Plan and this Award Agreement, which include, but are not limited to, provisions relating to amendment, vesting, cancellation and payment, all of which are incorporated by reference into this Award Agreement to the extent not otherwise set forth in this Award Agreement.

3.Vesting.

(a)Except as provided in Section 3(b), the Grant Amount shall vest and become deliverable on the last Wednesday in April that follows the date of this Award Agreement, immediately before the annual meeting of shareholders if it is held on that date (the “Vesting Date”), provided that the Participant is serving as a director of the Company on the Vesting Date. Except as provided in Section 3(b), if the Participant is not serving as a director of the Company on the Vesting Date for any reason, the entire Grant Amount shall automatically and immediately terminate and shall not vest in favor of the Participant.

(b)In the Committee’s discretion, a pro rata portion of the Grant Amount shall vest upon termination of the Participant’s service as a director of the Company, such pro rata portion determined by multiplying the Grant Amount by a fraction, (i) the numerator of which is the number of days of the Participant’s service as a director of the Company during the period from (but not including) the date of this Award Agreement through (and including ) the date of the termination of the Participant’s service as a director of the Company, and (ii) the denominator of which is the number of days during the period from (but not including) the date of this Award Agreement through and including the last Wednesday in April that follows the date of this Award Agreement. In addition, the Grant Amount shall vest upon the occurrence of a Change in Control where no Alternative Award is issued to the Participant pursuant to Section 12 of the Plan; provided, however, the Participant was serving as a director of the Company on any date within the 30-day period preceding the occurrence of the Change in Control, as applicable. Each of these vesting dates shall also be the “Vesting Date” for purposes of this Award Agreement.

4.Payment.

(a)Except as provided in Section 4(b), within 14 days after the Vesting Date, the Company shall pay the Participant (i) 75% of the vested Grant Amount (or, if applicable, 75% of a pro rata portion of the vested Grant Amount pursuant to Section 3(b)), if any, rounded down to the nearest whole Share, by delivery of a certificate or equivalent for such calculated Shares, which certificate or equivalent shall be registered in the Participant’s name, and (ii) the balance of the vested Grant Amount (or, if applicable, the balance of a pro rata portion of the vested Grant Amount pursuant to Section 3(b)), if any, in a single lump sum in cash.

(b)Notwithstanding Section 4(a), within 30 days after the occurrence of a Change in Control where no Alternative Award is issued to the Participant pursuant to Section 12 of the Plan, the Company shall pay the Participant (i) 75% of the vested Grant Amount, if any, rounded down to the nearest whole Share, by delivery of a certificate or equivalent for such calculated Shares, which certificate or equivalent shall be registered in the Participant’s name, and (ii) the balance of the vested Grant Amount, if any, in a single lump sum in cash.

5.Withholding. The applicable tax withholding obligations, if any, in connection with any payment made to the Participant under this Award Agreement shall be satisfied as provided under Section 17 of the Plan and pursuant to the Company’s discretion.

6.Rights as Shareholder; Dividend Equivalents.

(a)The Participant shall not be entitled to any rights as a shareholder of the Company in respect of any Restricted Stock Units covered by this Award Agreement, unless and until a certificate for Shares is issued in the Participant’s name pursuant to Section 4.

(b)If the Company declares a cash dividend on its Shares with a record date prior to the Vesting Date or, if applicable, prior the occurrence of a Change in Control, the Participant’s Grant Amount shall be increased by additional Restricted Stock Units equal to: (i) the amount of the cash dividend multiplied by the number of Restricted Stock Units in the then Grant Amount, divided by (ii) the Fair Market Value of a Share on the date the cash dividend was paid by the Company to shareholders, and (iii) the result rounded down to the next whole number of Restricted Stock Units.

7.Other Termination Condition. If the Participant’s service with the Company or an Affiliate is terminated for Cause after the Vesting Date, but before the payment of the Grant Amount under Section 4, then the entire Grant Amount shall be terminated and the Grant Amount shall be zero.

8.Restrictions on Transfer. The Participant may not sell, assign, transfer, pledge, hypothecate, mortgage or otherwise dispose of, by gift or otherwise, or in any way encumber all or any of the Restricted Stock Units granted under this Award Agreement, except as otherwise provided for under the Plan.

9.Consent to Transfer of Personal Data. In administering the Plan, or to comply with applicable legal, regulatory, tax, or accounting requirements, it may be necessary for the Company to transfer certain Participant data to an affiliate of the Company or to its outside service providers or governmental agencies. By accepting this Award, the Participant consents, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of the Participant’s personal data to such entities for such purposes.

10.Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to the Participant may be via a Company e-mail system or by reference to a location on a Company intranet site or similar internet-based site to which the Participant has access.

11.Entire Agreement; Amendment; Survival; Assignment. The terms, conditions and restrictions set forth in the Plan and this Award Agreement constitute the entire understanding between the parties hereto regarding this Award and supersede all previous written, oral, or implied understandings between the parties hereto about this Award Agreement’s subject matter. This Award Agreement may be amended by a subsequent writing (including e-mail or other electronic form) agreed to between the Company and the Participant. Section headings in this Award Agreement are for convenience only and have no effect on the interpretation of this Award Agreement. The provisions of this Award Agreement that are intended to survive the Participant’s

termination of service shall survive such date. The Company may assign this Award Agreement and its rights and obligations under this Award Agreement to any Affiliate.

12.No Right to Continued Employment or Service. This Award Agreement does not confer on the Participant any right to continue in the employ of, or other service to, the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to determine the terms of the Participant’s employment or other service.

13.Additional Requirements. This Award Agreement shall be subject to the requirement that if at any time the Board of Directors shall determine that the registration, listing or qualification of the Shares covered by this Award Agreement upon any securities exchange or under any Federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with the granting of this Award or the acquisition of Shares under this Award Agreement, Shares may not be issued under this Award Agreement unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The Committee may require that the Participant shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirements.

14.Resale Restrictions. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Shares. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, the Participant will not be able to transfer or sell Shares issued pursuant to this Award unless an exemption from registration under applicable securities laws is available. The Participant agrees that any resale by the Participant of the Shares issued pursuant to this Award shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. The Company shall not be obligated to either issue the Shares or permit the resale of any Shares if such issuance or resale would violate any such requirements.

15.Restrictive Covenants; Compensation Recovery. By signing this Award Agreement, the Participant acknowledges and agrees that the Shares and Grant Amount subject to this Award or any Award previously granted to the Participant by the Company or an Affiliate shall (a) be subject to termination as a result of the Participant’s violation of any agreement with the Company regarding non-competition, non-solicitation, confidentiality, inventions and/or other restrictive covenants (the “Restricted Covenant Agreements”), and (b) shall be subject to termination and/or recovery under any compensation recovery policy that may be adopted from time to time by the Company or any Affiliate. For avoidance of doubt, compensation recovery rights to Shares (including Shares acquired under previously granted equity awards) shall extend to the proceeds realized by the Participant due to the sale or other transfer of the Shares. The Participant’s prior execution of the Restricted Covenant Agreements was a material inducement for the Company’s grant of the Award under this Award Agreement.

16.Conflict. This Award Agreement is subject to the terms and provisions of the Plan, including but not limited to the adjustment provisions under Section 13 of the Plan. In the event of a conflict between the Plan and this Award Agreement, the Plan shall control. All interpretations or determinations of the Committee shall be binding and conclusive upon the Participant and the Participant’s legal representatives on any question arising under this Award Agreement or under the Plan.

17.Notices. All notices under this Award Agreement to the Company shall be delivered or mailed to the following addresses:

If to the Company:

Tecumseh Products Company

Attention: Roger Jackson

5683 Hines Drive

Ann Arbor, MI 48108

If to the Participant:

To the address set forth in the signature block below, or such other address that the Company has on file from time to time.

Such addresses for the service of notices may be change at any time provided notice of such change is furnished in advance to the other party.

18.Counterparts. This Award Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute one document.

19.Governing Law. This Award Agreement shall be legally binding and shall be executed and construed and its provisions enforced and administered in accordance with the laws of the State of Michigan, without regard to its choice of law or conflict of law provisions that would cause the application of the laws of any jurisdiction other than the State of Michigan. The State and Federal courts in the State of Michigan shall be the sole and exclusive forums for the resolution of any disputes under

this Award Agreement, and the Participant and the Company hereby submit to the personal jurisdiction and the process of these courts.

Signature Page FollowsThis Award Agreement may be executed in two counterparts, each of which is deemed an original and all of which constitute one document.

TECUMSEH PRODUCTS COMPANY:

Dated: [month and date], [year]By:

Name:

Title:

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AWARD AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED INTO THIS AWARD AGREEMENT BY REFERENCE, CONFERS ON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER TO THE COMPANY OR ANY AFFILIATE, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S OR ANY AFFILIATE’S RIGHT TO TERMINATE THE PARTICIPANT’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN. THE PARTICIPANT ACCEPTS THIS AWARD SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT AND THE PLAN. THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY. THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.

PARTICIPANT:

Dated: [month and date], [year]By:

Name:

Address:

EX-99.4

Exhibit 99.4

June 27, 2014

Dear Harold,

We are pleased to make you the following offer of employment:

1. Job Title: Interim President and Chief Executive Officer

2. Reporting To: Tecumseh’s Board of Directors.

3. Position Status: This is an exempt position.

4. Start Date: June 27, 2014

5. Salary: $500,000.00 per year, paid semi-monthly.

6. Signing Bonus: $100,000.00 payable on your Start Date.

7. Additional Compensation: $60,000 a year, prorated and payable monthly in advance.

8. Restricted Stock Units (”RSU’s”): [$75,000 worth based upon the closing price the day of the grant] RSU’s vested immediately before the 2015 annual meeting of shareholders as long as you remain on the Board of Directors and settled 25% in cash and 75% in Company common shares.

9. Vacation: You will be eligible for four weeks (20 days) of vacation.

10. Medical Benefits: Your group insurance will begin the first day of the month following your hire date. Coverage and plans are subject to change at Tecumseh Products’ discretion and approval.

11. 401K: Eligibility begins on date of hire. Tecumseh Products provides all full time salaried employees with a 3% Safe Harbor Contribution, whether you choose to participate or not.

12. Relocation Expenses: Reimbursement of relocation expenses related to moving to Michigan in accordance with Tecumseh’s Domestic Relocation Policy should your appointment become permanent.

13. Living Expenses: Reimbursement of apartment rental in close proximity to Tecumseh’s headquarters while your appointment is on an interim basis together with weekly roundtrip travel to Huntsville on weekends for yourself or, alternatively, for your wife to visit Ann Arbor.

14. Employment Relationship: Please be advised that your employment with Tecumseh Products is considered “at will,” meaning that either you or Tecumseh Products may terminate your employment and compensation at any time with or without cause or with or without notice.

15. Employment Policies: Your employment is subject to the personnel and other policies and practices adopted by Tecumseh Products from time to time.

Please be advised that this offer is contingent on the results of a drug screen and a background check. We have already completed the background check. We must have your drug screening results prior to your start date. Please take the enclosed authorization form to the Concentra Medical Center nearest you, along with photo identification. To find the nearest Concentra location to you please visit (http://www.concentra.com/). Please complete the enclosed authorization for the background check.

As part of our new hire process, you will be asked to complete a Form I-9 in compliance with the Immigration Reform and Control Act. As part of this compliance, on your first day of work we request that you present us with document(s) which identify you and indicate that you are eligible to work in the United States (e.g., U.S. Passport, Driver’s License, and Permanent Resident Card). For a detailed list of acceptable documents, please refer to the following link on the U.S. Citizenship and Immigration Services website http://www.uscis.gov/files/form/I-9.pdf.

Upon review of this offer please advise me of your decision. Additionally, if you accept, please sign in the designated area below and return one copy, with your original signature, to my attention as soon as possible.

Please feel free to call or email me at (734) 585-9482 or roger.jackson@tecumseh.com, with any questions you may have. Harold, we all look forward to continuing to work with you.

Sincerely,

/s/ Roger A. Jackson

Roger Jackson

VP, Global Human Resources

Accepted this 27th day of June, 2014

/s/ Harold M. Karp

Harold M. Karp

EX-99.6

Exhibit 99.6

TECUMSEH PRODUCTS COMPANY

Form of Outside Director Restricted Stock Unit Award Agreement Under the

Tecumseh Products Company 2014 Omnibus Incentive Plan

Participant:
Grant Date:
Number of Restricted Stock Units:	[number of Restricted Stock Units]
Vesting Date:	As described in Section 3 of this Award Agreement

1.Grant of Award. Upon the recommendation of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Tecumseh Products Company (the “Company”), the Board grants to the above-named Participant the number of Restricted Stock Units (the “Grant Amount”) of the Company (the “Restricted Stock Units”) set forth above pursuant to the Tecumseh Products Company 2014 Omnibus Incentive Plan (as amended from time to time, the “Plan”). Upon vesting, the Restricted Stock Units represent the right to receive the payments set forth in Section 4. This Restricted Unit Award is granted pursuant to Section 8 of the Plan. Capitalized terms not defined in this Award Agreement have the meanings ascribed to such terms in the Plan.

2.Terms and Conditions. The terms, conditions, and restrictions applicable to this Award are specified in the Plan and this Award Agreement, which include, but are not limited to, provisions relating to amendment, vesting, cancellation and payment, all of which are incorporated by reference into this Award Agreement to the extent not otherwise set forth in this Award Agreement.

3.Vesting.

(a)Except as provided in Section 3(b), the Grant Amount shall vest and become deliverable on the last Wednesday in April that follows the date of this Award Agreement, immediately before the annual meeting of shareholders if it is held on that date (the “Vesting Date”), provided that the Participant is serving as a director of the Company on the Vesting Date. Except as provided in Section 3(b), if the Participant is not serving as a director of the Company on the Vesting Date for any reason, the entire Grant Amount shall automatically and immediately terminate and shall not vest in favor of the Participant.

(b)In the Committee’s discretion, a pro rata portion of the Grant Amount shall vest upon termination of the Participant’s service as a director of the Company, such pro rata portion determined by multiplying the Grant Amount by a fraction, (i) the numerator of which is the number of days of the Participant’s service as a director of the Company during the period from (but not including) the date of this Award Agreement through (and including ) the date of the termination of the Participant’s service as a director of the Company, and (ii) the denominator of which is the number of days during the period from (but not including) the date of this Award Agreement through and including the last Wednesday in April that follows the date of this Award Agreement. In addition, the Grant Amount shall vest upon the occurrence of a Change in Control where no Alternative Award is issued to the Participant pursuant to Section 12 of the Plan; provided, however, the Participant was serving as a director of the Company on any date within the 30-day period preceding the occurrence of the Change in Control, as applicable. Each of these vesting dates shall also be the “Vesting Date” for purposes of this Award Agreement.

4.Payment.

(a)Except as provided in Section 4(b), within 14 days after the Vesting Date, the Company shall pay the Participant (i) 75% of the vested Grant Amount (or, if applicable, 75% of a pro rata portion of the vested Grant Amount pursuant to Section 3(b)), if any, rounded down to the nearest whole Share, by delivery of a certificate or equivalent for such calculated Shares, which certificate or equivalent shall be registered in the Participant’s name, and (ii) the balance of the vested Grant Amount (or, if applicable, the balance of a pro rata portion of the vested Grant Amount pursuant to Section 3(b)), if any, in a single lump sum in cash.

(b)Notwithstanding Section 4(a), within 30 days after the occurrence of a Change in Control where no Alternative Award is issued to the Participant pursuant to Section 12 of the Plan, the Company shall pay the Participant (i) 75% of the vested Grant Amount, if any, rounded down to the nearest whole Share, by delivery of a certificate or equivalent for such calculated Shares, which certificate or equivalent shall be registered in the Participant’s name, and (ii) the balance of the vested Grant Amount, if any, in a single lump sum in cash.

5.Withholding. The applicable tax withholding obligations, if any, in connection with any payment made to the Participant under this Award Agreement shall be satisfied as provided under Section 17 of the Plan and pursuant to the Company’s discretion.

6.Rights as Shareholder; Dividend Equivalents.

(a)The Participant shall not be entitled to any rights as a shareholder of the Company in respect of any Restricted Stock Units covered by this Award Agreement, unless and until a certificate for Shares is issued in the Participant’s name pursuant to Section 4.

(b)If the Company declares a cash dividend on its Shares with a record date prior to the Vesting Date or, if applicable, prior the occurrence of a Change in Control, the Participant’s Grant Amount shall be increased by additional Restricted Stock Units equal to: (i) the amount of the cash dividend multiplied by the number of Restricted Stock Units in the then Grant Amount, divided by (ii) the Fair Market Value of a Share on the date the cash dividend was paid by the Company to shareholders, and (iii) the result rounded down to the next whole number of Restricted Stock Units.

7.Restrictions on Transfer. The Participant may not sell, assign, transfer, pledge, hypothecate, mortgage or otherwise dispose of, by gift or otherwise, or in any way encumber all or any of the Restricted Stock Units granted under this Award Agreement, except as otherwise provided for under the Plan.

8.Consent to Transfer of Personal Data. In administering the Plan, or to comply with applicable legal, regulatory, tax, or accounting requirements, it may be necessary for the Company to transfer certain Participant data to an affiliate of the Company or to its outside service providers or governmental agencies. By accepting this Award, the Participant consents, to the fullest extent permitted by law, to the use and transfer, electronically or otherwise, of the Participant’s personal data to such entities for such purposes.

9.Consent to Electronic Delivery. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other agreements, forms and communications) in connection with this and any other prior or future incentive award or program made or offered by the Company or its predecessors or successors. Electronic delivery of a document to the Participant may be via a Company e-mail system or by reference to a location on a Company intranet site or similar internet-based site to which the Participant has access.

10.Entire Agreement; Amendment; Survival; Assignment. The terms, conditions and restrictions set forth in the Plan and this Award Agreement constitute the entire understanding between the parties hereto regarding this Award and supersede all previous written, oral, or implied understandings between the parties hereto about this Award Agreement’s subject matter. This Award Agreement may be amended by a subsequent writing (including e-mail or other electronic form) agreed to between the Company and the Participant. Section headings in this Award Agreement are for convenience only and have no effect on the interpretation of this Award Agreement. The provisions of this Award Agreement that are intended to survive the Participant’s termination of service shall survive such date. The Company may assign this Award Agreement and its rights and obligations under this Award Agreement to any Affiliate.

11.No Right to Continued Employment or Service. This Award Agreement does not confer on the Participant any right to continue in the employ of, or other service to, the Company or any Affiliate or interfere in any way with the right of the Company or any Affiliate to determine the terms of the Participant’s employment or other service.

12.Additional Requirements. This Award Agreement shall be subject to the requirement that if at any time the Board of Directors shall determine that the registration, listing or qualification of the Shares covered by this Award Agreement upon any securities exchange or under any Federal or state law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of or in connection with the granting of this Award or the acquisition of Shares under this Award Agreement, Shares may not be issued under this Award Agreement unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. The Committee may require that the Participant shall make such representations and agreements and furnish such information as it deems appropriate to assure compliance with the foregoing or any other applicable legal requirements.

13.Resale Restrictions. The Company currently has an effective registration statement on file with the Securities and Exchange Commission with respect to the Shares. The Company intends to maintain this registration but has no obligation to do so. If the registration ceases to be effective, the Participant will not be able to transfer or sell Shares issued pursuant to this Award unless an exemption from registration under applicable securities laws is available. The Participant agrees that any resale by the Participant of the Shares issued pursuant to this Award shall comply in all respects with the requirements of all applicable securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder) and any other law, rule or regulation applicable thereto, as such laws, rules, and regulations may be amended from time to time. The Company shall not be obligated to either issue the Shares or permit the resale of any Shares if such issuance or resale would violate any such requirements.

14.Conflict. This Award Agreement is subject to the terms and provisions of the Plan, including but not limited to the adjustment provisions under Section 13 of the Plan. In the event of a conflict between the Plan and this Award Agreement, the Plan shall control. All interpretations or determinations of the Committee shall be binding and conclusive upon the Participant and the Participant’s legal representatives on any question arising under this Award Agreement or under the Plan.

15.Notices. All notices under this Award Agreement to the Company shall be delivered or mailed to the following addresses:

If to the Company:

Tecumseh Products Company

Attention: Roger Jackson

5683 Hines Drive

Ann Arbor, MI 48108

If to the Participant:

To the address set forth in the signature block below, or such other address that the Company has on file from time to time.

Such addresses for the service of notices may be change at any time provided notice of such change is furnished in advance to the other party.

16.Counterparts. This Award Agreement may be executed in two or more counterparts, each of which is deemed an original and all of which constitute one document.

17.Governing Law. This Award Agreement shall be legally binding and shall be executed and construed and its provisions enforced and administered in accordance with the laws of the State of Michigan, without regard to its choice of law or conflict of law provisions that would cause the application of the laws of any jurisdiction other than the State of Michigan. The State and Federal courts in the State of Michigan shall be the sole and exclusive forums for the resolution of any disputes under this Award Agreement, and the Participant and the Company hereby submit to the personal jurisdiction and the process of these courts.

Signature Page FollowsThis Award Agreement may be executed in two counterparts, each of which is deemed an original and all of which constitute one document.

TECUMSEH PRODUCTS COMPANY:

Dated: [month and date], [year]By:

Name:

Title:

THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AWARD AGREEMENT, NOR IN THE PLAN, WHICH IS INCORPORATED INTO THIS AWARD AGREEMENT BY REFERENCE, CONFERS ON THE PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER TO THE COMPANY OR ANY AFFILIATE, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S OR ANY AFFILIATE’S RIGHT TO TERMINATE THE PARTICIPANT’S SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.

BY SIGNING BELOW, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN. THE PARTICIPANT ACCEPTS THIS AWARD SUBJECT TO ALL OF THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT AND THE PLAN. THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY. THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.

PARTICIPANT:

Dated: [month and date], [year]By:

Name:

Address: