Exhibit 10.57


 


2009 - 162(m) Conversion Grant


 


TRIMAS CORPORATION


 


2006 LONG TERM EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT


 


TriMas
Corporation (“Corporation”), as permitted by the TriMas Corporation 2006 Long
Term Equity Incentive Plan (“Plan”), hereby grants to the Grantee listed below
(“Grantee”), a Restricted Stock Award for the number of shares of the
Corporation’s Common Stock set forth below (“Shares”), subject to the terms and
conditions of the Plan and this Restricted Stock Agreement (“Agreement”).  This Award is intended to satisfy the
performance-based compensation exemption under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”) as partial payment of
the Grantee’s 2009 Incentive Award (as defined in Appendix A).


 


Unless
otherwise defined in this Agreement or in the Glossary in Appendix A to this
Agreement, the terms used in this Agreement have the same meaning as defined in
the Plan.  The term “Service Provider” as
used in this Agreement means an individual actively providing services to the
Corporation or a Subsidiary.


 


I.              NOTICE
OF RESTRICTED STOCK AWARD


 


	
  Grantee:

  	
   

  	
  [                                      ]

  
	
   

  	
   

  	
   

  
	
  Date of Agreement:

  	
   

  	
  December 4, 2009

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  December 4, 2009

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Shares in
  Award:

  	
   

  	
  Maximum of [X,XXX]
  shares, representing [25%/50%/75%] of the Grantee’s 2009 Estimated Award
  based on the Fair Market Value of Common Stock on the Grant Date

  



 


II.            AGREEMENT


 


A.            Grant of Restricted Stock. 
The Corporation hereby grants Shares of Restricted Stock to the Grantee
for the number of Shares set forth above; provided, however, that the number of
Shares actually granted will be less than the number of Shares set forth above
if the Grantee’s 2009 Estimated Award (as defined in Appendix A) exceeds the
Grantee’s 2009 Incentive Award (as defined in Appendix A), with the number of
Shares set forth above proportionately reduced. 
In no event will the number of Shares actually granted exceed the number
of Shares set forth above, regardless of the Grantee’s 2009 Incentive
Award.  Notwithstanding anything to the
contrary anywhere else in this Agreement, the Shares of Restricted Stock in
this Award are subject to the terms, definitions and provisions of the Plan,
which are incorporated herein by reference.


 


1

















 


1.             Restrictions on Transfer. 
The Shares of Restricted Stock are restricted from transfer until the
restrictions lapse.  Subject to the
Grantee’s termination of services, as described in Section 4, below, the
Restricted Shares subject to this Award vest, and all restrictions lapse, on March 15,
2010.  Upon vesting and the lapse of the
restrictions, the associated Shares become freely transferable if the Grantee
is still a Service Provider on that date. 
The Restricted Shares subject to this Award will be forfeited if the
Grantee terminates his or her services with the Corporation or a Subsidiary
prior to vesting and the lapse of restrictions, except as designated otherwise
in this Agreement.


 


2.             Rights as Stockholder. 
Except for the potential forfeitability of the Shares before the lapse
of restrictions set forth in Section 1 above, the Grantee has all rights
of a stockholder (including voting and dividend rights) commencing on the date
of the Corporation’s book entry evidencing the grant of Restricted Stock.


 


3.             Adjustments.  In
the event of any stock dividend, reclassification, subdivision or combination,
or similar transaction affecting the Shares of Restricted Stock covered by this
Award, the rights of the Grantee will be adjusted as provided in Article X
of the Plan.


 


4.             Termination of Services. 
The Shares of Restricted Stock subject to this Award will be forfeited
if the Grantee voluntarily terminates his or her services with the Corporation
or a Subsidiary, or if the Grantee’s services are terminated due to Cause
before the Shares of Restricted Stock vest and the restrictions lapse.  Notwithstanding the foregoing, the Shares of
Restricted Stock vest and the restrictions on transfer lapse on March 15,
2010 if the Grantee terminates services before that date due to death,
retirement or Disability.  Further, the
Corporation retains the right to accelerate or waive restrictions on Shares of
Restricted Stock granted under this Agreement. 
Upon the lapse of the transfer restrictions, the Shares of Restricted
Stock are fully transferable.


 


B.            Other Terms and Conditions.


 


1.             Non-Transferability of Award. 
Except as described below, this Award and the Restricted Shares subject
to the Award may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by laws of descent or
distribution.  Notwithstanding the
foregoing, with the consent of the Administrator, the Grantee may assign or
transfer the Award and its underlying Restricted Shares to a Permitted
Assignee, provided the Permitted Assignee is bound by and subject to all terms
and conditions of the Plan and this Agreement, and the Permitted Assignee
executes an agreement satisfactory to the Corporation evidencing these
obligations.  The terms of this Award are
binding on the executors, administrators, heirs, successors and assigns of the
Grantee.


 


2.             Other Restrictions on Share
Issuance.  Anything to the contrary notwithstanding, the
Corporation’s obligation to deliver Shares under this Award is subject to its
compliance with federal and state laws, rules and regulations applying to
the authorization, issuance or sale of securities as the Corporation deems
necessary or advisable.  The Corporation
is not required to deliver Shares under this Agreement unless and until it
receives satisfactory proof that the issuance or transfer of the Shares does
not violate any of the provisions of the Securities Act of 1933 or the
Securities Exchange Act of 1934, the rules and regulations of the


 


2

















 


Securities
Exchange Commission promulgated thereunder, or the provisions of any state law
governing the sale of securities or any stock exchange on which the Corporation’s
Shares may be listed, and that there has been compliance with the provisions of
these acts, rules, regulations and state laws.


 


3.             Withholding. 
Grantee authorizes the Corporation to withhold from the Grantee’s
compensation or agrees to tender sufficient funds to satisfy any applicable
income and employment tax withholding obligations in connection with vesting of
and the lapse of restrictions on Shares of Restricted Stock under the Award.


 


4.             Dispute Resolution. 
Grantee and the Corporation agree that any disagreement, dispute,
controversy, or claim arising out of or relating to this Agreement, its
interpretation, validity, or the alleged breach thereof, will be settled
exclusively and, consistent with the procedures specified in this Section,
irrespective of its magnitude, the amount in controversy, or the nature of the
relief sought.


 


(a)             Negotiation.  In the event of any dispute, controversy,
claim, question or disagreement arising from or relating to this Agreement or
the breach thereof, the Grantee and the Corporation will use their best efforts
to settle the dispute, claim, question or disagreement.  To this effect, they will consult and
negotiate with each other in good faith and, recognizing their mutual
interests, attempt to reach a just and equitable solution satisfactory to both
parties.


 


(b)             Arbitration.  If the Grantee and the Corporation do not
reach a solution within a period of thirty (30) days, then, upon written notice
by the Grantee to the Corporation or the Corporation to the Grantee, all
disputes, claims, questions, controversies, or differences will be submitted to
arbitration administered by the American Arbitration Association (the “AAA”) in
accordance with the provisions of its Employment Arbitration Rules (the “Arbitration
Rules”).


 


(1)           Arbitrator.  The arbitration will be conducted by one
arbitrator skilled in the arbitration of executive employment matters.  The parties to the arbitration will jointly
appoint the arbitrator within thirty (30) days after initiation of the
arbitration.  If the parties fail to
appoint an arbitrator as provided above, an arbitrator with substantial
experience in executive employment matters will be appointed by the AAA as
provided in the Arbitration Rules.  The
Corporation will pay all of the fees, if any, and expenses of the arbitrator
and the arbitration, unless otherwise determined by the arbitrator.  Each party to the arbitration is responsible
for his/its respective attorneys fees or other costs of representation.


 


(2)           Location.  The arbitration will be conducted in Oakland
County, Michigan.


 


(3)           Procedure.  At any oral hearing of evidence in connection
with the arbitration, each party or its legal counsel will have the right to
examine its witnesses and cross-examine the witnesses of any opposing party.  No evidence of any witness may be presented
in any form unless the opposing party or parties has


 


3

















 


the opportunity to
cross-examine the witness, except under extraordinary circumstances in which
the arbitrator determines that the interests of justice require a different
procedure.


 


(4)           Decision.  Any decision or award of the arbitrator is
final and binding on the parties to the arbitration proceeding.  The parties agree that the arbitration award
may be enforced against the parties to the arbitration proceeding or their
assets wherever they may be found and that a judgment on the arbitration award
may be entered in any court having jurisdiction.


 


(5)           Power.  Nothing contained in this Agreement may be
deemed to give the arbitrator any authority, power, or right to alter, change,
amend, modify, add to, or subtract from any of the provisions of this
Agreement.


 


The provisions of this Section survive
the termination or expiration of this Agreement, are binding on the Corporation’s
and Grantee’s respective successors, heirs, personal representatives,
designated beneficiaries and any other person asserting a claim described
above, and may not be modified without the consent of the Corporation.  To the extent arbitration is required, no
person asserting a claim has the right to resort to any federal, state or local
court or administrative agency concerning the claim unless expressly provided
by federal statute, and the decision of the arbitrator is a complete defense to
any action or proceeding instituted in any tribunal or agency with respect to
any dispute, unless precluded by federal statute.


 


5.             Code Section 409A.  Without
limiting the generality of any other provision of this Agreement, Section 11.9
of the Plan pertaining to Code Section 409A is hereby explicitly
incorporated herein.


 


6.             No Continued Right as Service
Provider.  Nothing in the Plan or in this Agreement
confers upon the Grantee any right to continue as a Service Provider of the
Corporation or any Subsidiary, or interferes with or restricts in any way the
rights of the Corporation or any Subsidiary, which are hereby expressly
reserved, to discharge the Grantee at any time for any reason whatsoever, with
or without Cause, except to the extent expressly provided otherwise in a
written employment agreement between the Grantee and the Corporation or any
Subsidiary.


 


7.             Governing Law. 
This Agreement is governed by and is to be construed in accordance with
the laws of the State of Michigan, notwithstanding conflict of law provisions.


 


8.             Irrevocable Agreement. 
Neither the Corporation nor the Grantee may revoke this Agreement.  The Corporation’s enforcement of the
forfeiture provisions in II(A)(1) and II(A)(4) is not a revocation of
the Agreement by the Corporation.


 


(Signature Page Follows)


 


4

















 


This
Agreement may be executed in two or more counterparts, each of which is deemed
an original and all of which constitute one document.


 


	
   

  	
   

  	
   

  	
  TRIMAS
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


GRANTEE
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK AGREEMENT, NOR IN
THE CORPORATION’S 2006 LONG TERM EQUITY INCENTIVE PLAN, WHICH IS INCORPORATED
HEREIN BY REFERENCE, CONFERS ON GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION
AS A SERVICE PROVIDER OF THE CORPORATION OR ANY PARENT OR SUBSIDIARY, NOR DOES
IT INTERFERE IN ANY WAY WITH GRANTEE’S RIGHT OR THE CORPORATION’S RIGHT TO
TERMINATE GRANTEE’S SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT
CAUSE AND WITH OR WITHOUT PRIOR NOTICE.


 


Grantee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions of the Plan.  Grantee hereby accepts this Restricted Stock
Award subject to all of the terms and provisions of this Agreement.  Grantee has reviewed the Plan and this
Restricted Stock Agreement in their entirety. 
Grantee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions arising
under the Plan or this Award.


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


5

















 


APPENDIX A

TO

RESTRICTED STOCK AGREEMENT


 


GLOSSARY


 


For purposes of this Agreement, the following terms
shall be defined as follows:


 


“2009 Estimated Award” means the Grantee’s estimated amount
payable under the TriMas Incentive Compensation Plan based on the Corporation’s
“10+2” forecasted financial results as calculated in November 2009.


 


“2009 Incentive Award” means the total amount payable to the
Grantee in March 2010 under the TriMas Incentive Compensation Plan based
on performance measures, target incentive award, and actual performance results
for the 2009 performance year.