exhibit 10. 10 february 25, 2011 mr. jeffrey l. darby 101 thatcher court north wales, pa 19454 re : revised letter : sr. vice president - sales dear jeff, on behalf of dorman products, inc. it is with great pleasure that i extend this promotional opportunity to you. please know that this opportunity is contingent upon your execution of the enclosed non - competition and confidentiality agreement. as previously discussed, below are the significant aspects of the offer. 1. title your official title will be sr. vice president - sales. as sr. vice president - sales, our employment is “ at will ”. this is the same relationship that all employees have with the company. 2. reporting relationship you will report directly to matt barton, co - president. 3. compensation your salary will be $ 9423. 08 bi - weekly ( $ 245, 000. 00 on an annual basis ). by accepting your expanded role as sr. vice president - sales, you can confirm and ratify the agreement relating to non - competition and confidentiality of company or customer information dated november 2, 1998, as amended on september 18, 2006 ( your “ non - compete agreement ” ). 4. benefits will continue uninterrupted during the course of your employment in accordance with and subject to company policy. 5. bonus your annual bonus will be based upon the company ’ s consolidated pre - tax income before executive and senior vice president bonus expense and before unusual items ( “ adjusted pre - tax income ” ). your bonus will be computed by multiplying your then current annual base salary by the annual bonus new products. new solutions. new opportunities. 3400 east walnut street • colmar, pa # # # - # # # - # # # # • phone : 215 # # # - # # # - # # # # • fax : 215 # # # - # # # - # # # # mr. jeffrey l. darby ( cont ’ d ) percentage with a maximum payout of 100 % of your then - current base salary. the annual bonus percentage is equal to two times the percentage growth in adjusted pre - tax income for the applicable year. for purposes of your bonus calculations, “ unusual items ” include all non - recurring items general excluded from earnings per share and ebitda by institutional investors or analysts when evaluating the company ’ s performance, such as one - time gains from asset sales, litigations charges or recoveries and restructuring