Exhibit 10.25


 


409A AMENDMENT TO

TRIMAS CORPORATION

ANNUAL VALUE CREATION PLAN (AVCP)


 


Pursuant to resolutions adopted
on September 10, 2008 by the Compensation Committee of TriMas Corporation,
the TriMas Corporation Annual Value Creation Plan (AVCP) (the “Plan”) is
amended as set forth below to reflect the application of Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”) to the Plan.  This Amendment is effective September 10,
2008 (the “409A Amendment Date”).


 


1.             The first two sentences in “Participation”
on the first page of the Plan shall be amended and restated to read as
follows:


 


At the beginning of each
calendar year, the AVCP Committee identifies the specific positions that are
eligible for participation in the AVCP for that year.  The AVCP Committee is made up of the CEO and
CFO of TriMas, with input as needed from the Director of Human Resources and
the Director of Compensation and Benefits.


 


2.             A new section entitled “Executive
Severance/Change of Control Policy Participants” shall be added to page 5
of the Plan following the end of “AVCP Steps – End of the
Year” to read as follows:


 


Executive
Severance/Change of Control Policy Participants


 


If you are covered by the
TriMas Corporation Executive Severance/Change of Control Policy (the “Executive
Severance Plan”) and your employment is terminated involuntarily by the
Corporation without Cause or for “Good Reason” (both as defined in the
Executive Severance Plan), or if you are terminated pursuant to a Qualifying
Termination (as defined in the Executive Severance Plan) within three years
following a Change of Control (as defined in the Executive Severance Plan),
your AVCP payments, if any, shall be determined in accordance with the terms of
the Executive Severance Plan.


 


3.             The section entitled “Discretion
of Payments” under “Additional Information”
on page 6 of the Plan is amended and restated to read as follows:


 


Discretion
of Payments


 


The AVCP Committee reserves the
right to reduce or cancel any payments under the Plan at any time (including
during a plan year) based on the best interests of the Corporation and its
shareholders, including, but not limited to, circumstances relating to (1) individual
performance, (2) the Corporation’s financial performance, or (3) the
Corporation’s future performance objectives; provided, however, that unless
designated


 

















 


elsewhere herein for “specified
employees” and Executive Severance Plan participants, AVCP awards under the
Plan shall be paid by march 15th following the calendar year in which
they are no longer subject to a substantial risk of forfeiture.


 


4.             The first sentence in the section entitled “Future of the Plan” under “Additional
Information” on page 6 of the Plan shall be amended and
restated in its entirety to read as follows:


 


The TriMas Corporation
Compensation Committee may amend or terminate this discretionary Plan at any
time, and the AVCP Committee reserves the right to interpret the Plan and
designate eligible participants, based on the best interests of the Company and
its shareholders.


 


5.             A new section entitled “Application
of Code Section 409A” shall be added after “Future of the Plan” under “Additional
Information” on page 6 of the Plan to read as follows


 


Application
of Code Section 409A


 


AVCP award payments under the Plan
are intended to be in compliance with Code Section 409A, but in no event
shall the Corporation be responsible for any tax or penalty owed by a
participant or beneficiary with respect to Plan benefits.  Between January 1, 2005 and the 409A
Amendment Date, the Plan was administered in good faith compliance under Code Section 409A,
taking into account the statutory language, legislative history and interim
guidance issued by the Internal Revenue Service relating to Code Section 409A.  Notwithstanding any provision of the Plan to
the contrary, if you are a “specified employee” under Code Section 409A at
the time of your separation from service, all or part of your Plan benefit (if
then required under Code Section 409A) shall be withheld until the earlier
of your death or the first day of the seventh month following your separation
from service, at which time the aggregated withheld amount shall be paid in a
lump sum and any remaining payments shall commence in accordance with the
applicable Plan provisions.


 


IN WITNESS
WHEREOF, TriMas Corporation has caused this 409A
Amendment to the TriMas Corporation Annual Value Creation Plan (AVCP) to be
executed on September 10, 2008.


 


	
   

  	
  TRIMAS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua
  A. Sherbin

  
	
   

  	
   

  	
   Joshua A. Sherbin

  
	
   

  	
  Its: Vice President,
  Secretary and General Counsel

  



 


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