Exhibit 10.2


 


2010 Award


 


TRIMAS
CORPORATION


 


2002 LONG TERM EQUITY
INCENTIVE PLAN


 


RESTRICTED SHARE AWARD
AGREEMENT


 


TriMas Corporation (“Corporation”), as permitted by
the TriMas Corporation 2002 Long Term Equity Incentive Plan (“Plan”), hereby grants
to the Grantee listed below (“Grantee”), a Restricted Share 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 Share Award Agreement
(“Agreement”).


 


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 SHARE AWARD


 


	
  Grantee:

  	
   

  	
  [                                         ]

  
	
   

  	
   

  	
   

  
	
  Date of Agreement:

  	
   

  	
  February 26,
  2010

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  February 26,
  2010

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Shares in Award:

  	
   

  	
  [X,XXX]
  Shares

  



 


II.                                     AGREEMENT


 


A.                                    Grant of Restricted Shares. 
The Corporation hereby grants to the Grantee the number of Restricted Shares
set forth above.  Notwithstanding
anything to the contrary anywhere else in this Agreement, the Restricted Shares
in this Award are subject to the terms, definitions and provisions of the Plan,
which are incorporated herein by reference.


 


1.                                      Restrictions on Transfer.  The
Restricted Shares are restricted from transfer until the restrictions
lapse.  Subject to the Grantee’s
termination of services, as described in Section 4, below, one-third of the
Restricted Shares vest, and all restrictions on those Restricted Shares lapse, on
each anniversary of the Grant Date, until all Restricted Shares are vested and
all restrictions lapse on the third anniversary of the Grant Date.  Upon vesting and the lapse of the
restrictions, the associated Restricted 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 Restricted Shares before the
lapse of restrictions set forth in Section 1 above, the Grantee has all
rights of a


 


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stockholder (including voting and dividend rights) commencing on the
date of the Corporation’s book entry evidencing the grant of Restricted Shares.


 


3.                                      Adjustments.  In the event of
any stock dividend, reclassification, subdivision or combination, or similar
transaction affecting the Restricted Shares 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 Restricted Shares 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 for
cause before the Restricted Shares vest and the restrictions lapse.  Notwithstanding the foregoing, the
restrictions on transfer immediately lapse upon the occurrence of the
following:   (a) the Grantee’s
termination of services due to death or Disability, or (b) the Grantee’s “Qualifying
Termination” (as defined in Appendix A, attached hereto) within three years
following a Change in Control.  However,
if the Grantee’s services are involuntarily terminated by the Corporation or a
Subsidiary without “Cause,” or if the Grantee’s services are terminated for “Good
Reason” (as defined in Appendix A), the restrictions on transfer set forth in Section II.A(1) with
regard to all Restricted Shares then outstanding will lapse in an amount equal
to the number of Restricted Shares that would have lapsed as of the next
occurring anniversary of the Grant Date, adjusted pro rata in accordance with
the date on which the Grantee terminates services.  Further, the Corporation retains the right to
accelerate or waive restrictions on Restricted Shares granted under this
Agreement.  Upon the lapse of the
transfer restrictions, the Restricted Shares 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 Securities Exchange
Commission promulgated thereunder, or the provisions of any state law governing
the sale of securities or any stock exchange on which the Shares may be listed,
and that there has been compliance with the provisions of these acts, rules,
regulations and state laws.


 


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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 Restricted Shares 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 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 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 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.


 


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(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, Sections 7(m) and
7(n) of the Plan pertaining to Code Section 409A are 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.


 


(Signature Page Follows)


 


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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 SHARE AWARD AGREEMENT, NOR IN THE CORPORATION’S 2002 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 Share
Award subject to all of the terms and provisions of this Agreement.  Grantee has reviewed the Plan and this Restricted
Share Award 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:

  	
   

  



 


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APPENDIX A

TO

RESTRICTED SHARE AWARD AGREEMENT


 


GLOSSARY


 


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


 


“Good Reason” means:


 


·                  A material and permanent diminution in the Grantee’s duties or
responsibilities;


 


·                  A material reduction in the aggregate value of base salary and bonus
opportunity or material reduction in the aggregate value of other benefits
provided to the Grantee by the Corporation; or


 


·                  A permanent reassignment of the Grantee to another primary office, or
relocation of the Corporation’s office of more than 35 miles from current
office location.


 


The Grantee must notify the Corporation of the Grantee’s intention to
invoke termination for Good Reason within 120 days after the Grantee has knowledge
of the event and provide the Corporation 15 days’ opportunity for cure, or the event
will not constitute Good Reason.  The
Grantee may not invoke termination for Good Reason if cause exists at the time
of the Grantee’s termination.


 


“Qualifying Termination” means a termination of the Grantee’s
services with the Corporation or a Subsidiary for any reason other than:


 


·                  Death;


 


·                  Disability;


 


·                  Cause; or


 


·                  A termination of Services by the Grantee
without Good Reason, (as defined above).