Exhibit
10.1


 





 


April 28, 2008


 


Mr. A.
Mark Zeffiro


 


Dear
Mark:


 


Your
discussions with the TriMas Leadership Team and me left each of us with a very
positive impression of your experience base, knowledge, personal qualities and
sense of commitment.  Accordingly, we are
delighted to extend to you an offer of employment as Chief Financial Officer of
TriMas Corporation.  In this position you
would report directly to me.  The general
terms and conditions of this offer, which remain subject to Board approval, are
as follows:


 


	
  Salary:

  	
   

  	
  $360,000
  annually; compensation occurs bi-weekly.

  
	
   

  	
   

  	
   

  
	
  Signing
  Bonus:

  	
   

  	
  You
  will be awarded a signing bonus of $100,000 within thirty (30) days of
  starting your employment that will be contingent upon your remaining with the
  Company for a period of one (1) year.

  
	
   

  	
   

  	
   

  
	
  Annual
  Bonus:

  	
   

  	
  You
  will be eligible to participate in the TriMas – Annual Value Creation Plan
  (AVCP). Your target award will be seventy percent (70%) of base compensation
  for each year. Achievement of this award is determined by the performance of
  TriMas Corporation and your personal performance. We will guarantee a 2008
  bonus of $150,000 to be compensated in accordance with plan requirements.

  
	
   

  	
   

  	
   

  
	
  Incentive

  Compensation:

  	
   

  	
   

  Your
  position will entitle you to participate in the 2006 TriMas Long Term Equity
  Incentive Plan. You will be awarded twelve thousand (12,000) time-based
  restricted stock shares and be eligible for an additional twenty-one thousand
  (21,000) performance based units as defined by the enclosed Restricted Stock
  and Performance Unit Agreement and upon formal Compensation Committee
  approval.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You will be eligible to
  participate in the TriMas benefits program for senior executives. TriMas will
  provide executive health care, executive life insurance, short &
  long-term disability coverage, accidental death & dismemberment
  insurance and executive retirement benefits including financial advisory
  assistance. TriMas requires dependent verification be provided for each
  dependent covered under the TriMas plans to confirm dependent eligibility.

  



 


39400 Woodward Avenue, Suite 130, Bloomfield Hills,
Michigan 48304    P: 248-631-5450    F: 248-631-5455   E: info@trimascorp.com


 

















 


	
   

  	
   

  	
  In addition, you are
  eligible for an executive automobile allowance, private club membership and
  participation under the TriMas Executive Severance Policy.

  
	
   

  	
   

  	
   

  
	
  Relocation:

  	
   

  	
  In addition to the
  benefits under the TriMas Relocation Policy, we will provide financial
  assistance in the event you should be unable to sell your current residence
  after purchasing a new residence in the Detroit metropolitan area. This would
  involve the payment of your current mortgage (principle, interest, taxes and
  insurance) and appropriate duplicate home costs for a total period of six
  (6) months during which you own both residences.

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
   

  	
  You
  will be entitled to four (4) weeks of vacation annually. In addition,
  the TriMas corporate office will observe approximately twelve holidays which
  includes closing each year for the period between Christmas and New Years.

  



 


 


TriMas
Corporation promotes a values oriented and drug-free workplace. Therefore, this
employment offer is contingent upon the successful completion of a of a drug
screen, references review, personal background check and verification of your 2007
total compensation information.  Please
contact Kristine Thomas on (248) 631- 5468 to coordinate completing the
necessary pre-employment documents for return in the enclosed self-addressed
envelope.


 


Mark,
we are looking forward to having you become Chief Financial Officer for TriMas
Corporation.  We are highly confident of
your ability to participate in the successful growth and performance of our
business.


 


As
discussed, if this letter accurately reflects your understanding of the offer
and if these terms and conditions are agreeable to you, please verify your
agreement by signing this document and returning it me within the next fourteen
(14) days.


 


Sincerely,


 


	
  /s/
  Grant H. Beard

  	
   

  
	
   

  	
   

  
	
  Grant
  H. Beard

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  
	
  TriMas
  Corporation

  	
   

  



 


Accepted
by:


 


	
  /s/
  A. Mark Zeffiro

  	
   

  	
  May 2, 2008

  	
   

  
	
  A.
  Mark Zeffiro

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Cc:

  	
  Dwayne
  M. Newcom

  	
   

  
	
   

  	
  Vice
  President – Human Resources

  	
   

  
					



 


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