exv10wbwiwv






Exhibit 10.b.i(v)




Masco Corporation




Terms and Conditions of

Restricted Stock Awards Granted Under the

Masco Corporation 2005 Long Term Stock Incentive Plan



These Terms and Conditions apply to an award to you of restricted stock (the “Grant”) by the
Organization and Compensation Committee (the “Committee”) of the Board of Directors of Masco
Corporation. The grant date, number of shares and vesting dates (“Grant Information”) are set
forth under “Restricted Awards Detail & History” located under the “Grants & Awards” tab, and are
incorporated herein by reference. By pressing “Acknowledge Grant” and “I agree” you agree to
accept the Grant, and you voluntarily agree to these Terms and Conditions and the provisions of the
2005 Long Term Stock Incentive Plan (the “Plan”), and acknowledge that:





	 	•	 	You have read and understand these Terms and Conditions, and are familiar with the
provisions of the Plan.
	 
	 	•	 	You have received or have access to all of the documents referred to in these Terms
and Conditions.
	 
	 	•	 	All of your rights to the Grant are embodied in these Terms and Conditions and in the
Plan, and there are no other commitments or understandings currently outstanding with
respect to any other grants of options, restricted stock, phantom stock or stock
appreciation rights, except as may be evidenced by agreements duly executed by you and
Masco Corporation.





     Masco Corporation (the “Company”) and you agree that all of the terms and conditions of the
Grant (including the Grant Information) are set forth in these Terms and Conditions and in the
Plan. These Terms and Conditions together with the Grant Information constitute your restricted
stock award agreement (the “Agreement”). Please read these documents and the related prospectus
carefully. Copies of the Plan and the prospectus as well as the Company’s latest annual report to
stockholders and proxy statement are available in the “Documents” section of
http://bnymellon.com/shareowner/equityaccess.



     The use of the words “employment” or “employed” shall be deemed to refer to employment by the
Company and its subsidiaries and shall not include employment by an “Affiliate” (as defined in the
Plan) which is not a subsidiary of the Company unless the Committee so determines at the time such
employment commences.



     Certificates for the shares of stock evidencing the Restricted Shares (as defined in the Plan)
will not be issued but the shares will be registered in your name in book entry form promptly after
your acceptance of this award. You will be entitled to vote and receive any cash dividends (net of
required tax withholding) on the Restricted Shares, but you will not be able to obtain a stock
certificate or sell, encumber or otherwise transfer the shares except in accordance with the Plan.



 









 





     Provided since the date of the Grant you have been continuously employed by the Company, the
restrictions on the shares will lapse in installments until all shares are free of restrictions in
each case based on the initial number of shares.



     In accordance with Section 6(d)(iv) of the Plan, if your employment should be terminated by
reason of your permanent and total disability or if you should die while Restricted Shares remain
unvested, the restrictions on all Restricted Shares will lapse and your rights to the shares will
become vested on the date of such termination or death. If you are then an employee and your
employment should be terminated by reason of retirement on or after your attaining age 65, such
restrictions will continue to lapse in the same manner as though your employment had not been
terminated, subject to the other provisions of this Agreement and the Plan.



     If your employment is terminated for any reason, with or without cause, while restrictions
remain in effect, other than for a reason referred to above, all Restricted Shares for which
restrictions have not lapsed will be automatically forfeited to the Company.



You agree not to engage in certain activities.




     Notwithstanding the foregoing, if at any time you engage in an activity following your
termination of employment which in the sole judgment of the Committee is detrimental to the
interests of the Company, a subsidiary or affiliated company, all Restricted Shares for which
restrictions have not lapsed will be forfeited to the Company. You acknowledge that such activity
includes, but is not limited to, “Business Activities” (as defined below).



     In addition you agree, in consideration for the Grant, and regardless of whether restrictions
on shares subject to the Grant have lapsed, while you are employed or retained as a consultant by
the Company or any of its subsidiaries and for a period of one year following any termination of
your employment and, if applicable, any consulting relationship with the Company or any of its
subsidiaries other than a termination in connection with a Change in Control (as defined in the
Plan), not to engage in, and not to become associated in a “Prohibited Capacity” (as hereinafter
defined) with any other entity engaged in, any Business Activities and not to encourage or assist
others in encouraging any employee of the Company or any of its subsidiaries to terminate
employment or to become engaged in any such Prohibited Capacity with an entity engaged in any
Business Activities. “Business Activities” shall mean the design, development, manufacture, sale,
marketing or servicing of any product or providing of services competitive with the products or
services of (x) the Company or any subsidiary if you are employed by or consulting with the Company
at any time while the Grant is outstanding, or (y) the subsidiary employing or retaining you at any
time while the Grant is outstanding, to the extent such competitive products or services are
distributed or provided either (1) in the same geographic area as are such products or services of
the Company or any of its subsidiaries, or (2) to any of the same customers as such products or
services of the Company or any of its subsidiaries are distributed or provided. “Prohibited
Capacity” shall mean being associated with an entity as an employee, consultant, investor or
another capacity where (1) confidential business information of the Company or any of its
subsidiaries could be used in fulfilling any of your duties or responsibilities with such other
entity, (2) any of your duties or responsibilities are similar to or include any of those you had
while employed or retained as a consultant by the Company or any of its subsidiaries, or (3) an
investment by you in such other entity represents more than 1% of such other entity’s capital
stock, partnership or other ownership interests.



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     Should you either breach or challenge in judicial, arbitration or other proceedings the
validity of any of the restrictions contained in the preceding paragraph, by accepting this Grant
you agree, independent of any equitable or legal remedies that the Company may have and without
limiting the Company’s right to any other equitable or legal remedies, to pay to the Company in
cash immediately upon the demand of the Company (1) the amount of income realized for income tax
purposes from this Grant, net of all federal, state and other taxes payable on the amount of such
income, but only to the extent such income is realized from restrictions lapsing on shares on or
after your termination of employment or, if applicable, any consulting relationship with the
Company or its subsidiary or within the two year period prior to the date of such termination, plus
(2) all costs and expenses of the Company in any effort to enforce its rights under this or the
preceding paragraph. The Company shall have the right to set off or withhold any amount owed to
you by the Company or any of its subsidiaries or affiliates for any amount owed to the Company by
you hereunder.



You agree to the application of the Company’s Dispute Resolution Policy.




     Section 3 of the Plan provides, in part, that the Committee shall have the authority to
interpret the Plan and Grant agreements, and decide all questions and settle all controversies and
disputes relating thereto. It further provides that the determinations, interpretations and
decisions of the Committee are within its sole discretion and are final, conclusive and binding on
all persons. In addition, you and the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated companies or any officer, employee or
agent of the foregoing (other than a claim involving non-competition restrictions or the Company’s,
a subsidiary’s or an affiliated company’s trade secrets, confidential information or intellectual
property rights) which (1) are within the scope of the Company’s Dispute Resolution Policy (the
terms of which are incorporated herein, as it shall be amended from time to time); (2) subverts the
provisions of Section 3 of the Plan; or (3) involves any of the provisions of the Agreement or the
Plan or the provisions of any other restricted stock awards or option or other agreements relating
to Company Common Stock or the claims of yourself or any persons to the benefits thereof, in order
to provide a more speedy and economical resolution, the Dispute Resolution Policy shall be the sole
and exclusive remedy to resolve all disputes, claims or controversies which are set forth above,
except as otherwise agreed in writing by you and the Company or a subsidiary of the Company. It is
our mutual intention that any arbitration award entered under the Dispute Resolution Policy will be
final and binding and that a judgment on the award may be entered in any court of competent
jurisdiction. Notwithstanding the provisions of the Dispute Resolution Policy, however, the parties
specifically agree that any mediation or arbitration required by this paragraph shall take place at
the offices of the American Arbitration Association located in the metropolitan Detroit area or
such other location in the metropolitan Detroit area as the parties might agree. The provisions of
this paragraph: (a) shall survive the termination or expiration of this Agreement, (b) shall be
binding upon the Company’s and your respective successors, heirs, personal representatives,
designated beneficiaries and any other person asserting a claim based upon the Agreement, (c) shall
supersede the provisions of any prior agreement between you and the Company or its subsidiaries or
affiliated companies with respect to any of the Company’s option, restricted stock or other
stock-based incentive plans to the extent the provisions of such other agreement requires
arbitration between you and your employer, and (d) may not be modified without the consent of the
Company. Subject to the



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exception set forth above, you and the Company acknowledge that neither of us nor any other
person asserting a claim described above has the right to resort to any federal, state or local
court or administrative agency concerning any such claim and the decision of the arbitrator shall
be a complete defense to any action or proceeding instituted in any tribunal or agency with respect
to any dispute.




The Grant does not imply any employment or consulting commitment by the Company.




     You agree that the Grant and acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued employment or consulting
relationship, and that your employment status is that of an employee-at-will and in particular that
the Company, its subsidiary or affiliated company has a continuing right with or without cause
(unless otherwise specifically agreed to in writing executed by you and the Company) to terminate
your employment or other relationship at any time. You agree that your acceptance represents your
agreement not to terminate voluntarily your current employment (or consulting arrangement, if
applicable) for at least one year from the date of grant unless you have already agreed in writing
to a longer period.



You agree to comply with applicable tax requirements and to provide information as requested.




     You agree to comply with the requirements of applicable federal and other laws with respect to
withholding or providing for the payment of required taxes. You also agree to promptly provide such
information with respect to shares acquired pursuant to the Grant, as may be requested by the
Company or any of its subsidiaries or affiliated companies.




This Agreement shall be governed by and interpreted in accordance with Michigan law.




The headings set forth herein are for information purposes only and are not a
substantive part of these Terms and Conditions.




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