Exhibit 10.18


 


FOURTH AMENDMENT TO THE

TRIMAS CORPORATION

2002 LONG TERM EQUITY INCENTIVE PLAN


 


Pursuant to Section 7(d) of
the TriMas Corporation 2002 Long Term Equity Incentive Plan (the “2002 Equity
Plan”) and resolutions adopted by the Compensation Committee of TriMas
Corporation (the “Corporation”) on September 10, 2008, effective September 10,
2008, the 2002 Equity Plan is hereby amended for Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), as set forth below.


 


1.             The introductory paragraph and
subsections (i) and (iv) of Section 5(b) “Options” are
amended and restated to read as follows:


 


(b)                                Options.  The Committee is authorized to grant Options,
which may be NQSOs or ISOs to Eligible Persons on the following terms and conditions:


 


(i)                                  Exercise
Price.  The exercise price per Share
purchasable under an Option shall be determined by the Committee, and the
Committee may, without limitation, set an exercise price that is based upon
achievement of performance criteria if deemed appropriate by the Committee;
provided that no Option shall be granted with an exercise price below Fair
Market Value on the grant date.


 


(iv)                           [Reserved.]


 


2.             Subsections (i) and (ii) of
Section 5(c) “SARS” are amended and restated to read as follows:


 


(i)                                  Right
to Payment.  An SAR shall confer on
the Eligible Person to whom it is granted a right to receive with respect to
each Share subject thereto, upon exercise thereof, the excess of (1) the
Fair Market Value of one Share on the date of exercise over (2) the
exercise price (Fair Market Value) of the SAR as determined by the Committee as
of the date of grant of the SAR (which in the case of an SAR granted in tandem
with an Option, shall be equal to the exercise price of the underlying Option).


 


(ii)                               Other
Terms.  The Committee shall
determine, at the time of grant, the time or times at which an SAR may be
exercised in whole or in part, the method of exercise, method of settlement,
form of consideration payable in settlement, method by which Shares will be delivered
or deemed to be delivered to Eligible Persons, whether or not an SAR shall be
in tandem with any other Award, and any other terms and conditions of any
SAR.  Unless the Committee determines
otherwise, an SAR granted in tandem with an Option only may be granted at the
time of grant of the related Option.


 


3.             Subsection (v) of Section 5(d) “Restricted
Shares” shall be amended and restated to read as follows:


 


(v)                              [Reserved.]


 


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4.             The first sentence in Subsection (i) of
Section 5(e) “Restricted Share Units” shall be amended and restated
to read as follows:


 


(i)            Award and Restrictions.  Delivery of Shares or cash, as the case may
be, will occur upon expiration of the deferral period specified for Restricted
Share Units by the Committee.


 


5.             Section 7(c ) “Taxes” shall be
amended by the addition of the following sentence at the end of the paragraph
to read as follows:


 


Payments under
the Plan are intended to be exempt from or in compliance with Code Section 409A,
but in no event shall the Company, an Affiliate or Subsidiary, be responsible
for any tax or penalty owed by a Participant or Beneficiary with regard to any
Plan benefit.


 


6.             Section 7(d) “Changes to
Plan and Awards” shall be amended by the addition of the following sentence at
the end of the paragraph to read as follows:


 


Notwithstanding
the foregoing, the Company reserves the right to unilaterally amend the Plan to
the extent necessary to exempt the benefits from or conform the benefits with
the requirements of Code Section 409A.


 


7.             A new Subsection (m), entitled “Code
Section 409A” shall be added to Section 7 of the Plan to read as
follows:


 


               (m)          Code
Section 409A.  Between January 1,
2005 and the effective date of this Amendment, 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.  The Plan is intended to be construed in a
manner that will provide benefits that are exempt from or in compliance with
Code Section 409A.  All provisions
of the Plan shall be interpreted in accordance with such intention.


 


                A new
Subsection (n), entitled “Delayed Distributions to Specified Employees” shall
be added to Section 7 to read as follows:


 


               (n)           Delayed
Distributions to Specified Employees. 
Notwithstanding anything in the Plan to the contrary, all or part of a
payment to a Participant who is determined to constitute a “specified employee”
under Code Section 409A at the time of the Participant’s separation from
service (as defined under Code Section 409A), shall be delayed (if then
required under Code Section 409A) until the first day of the seventh month
following the Participant’s separation from service or date of death, if
earlier, unless the applicable payment date commences on or after the first day
of the seventh month following the Participant’s separation from service.  Payments that are delayed shall be aggregated
and paid in a lump sum on the first day of the seventh month following a
Participant’s separation from service.


 


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This Fourth
Amendment to the TriMas Corporation 2002 Long Term Equity Incentive Plan is
hereby adopted on the 10th day of September, 2008.


 


	
   

  	
  TRIMAS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua
  A. Sherbin

  
	
   

  	
   

  	
  Joshua A.
  Sherbin

  
	
   

  	
  Its: Vice
  President, Secretary and General Counsel

  



 


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