Exhibit 10.58


 


2009
Conversion and


Additional
Grants


 


TRIMAS CORPORATION


 


2002 LONG TERM EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK
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 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”).


 


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 AWARDS


 


	
  Grantee:

  	
   

  	
  [                                   ]

  
	
   

  	
   

  	
   

  
	
  Date of Agreement:

  	
   

  	
  December 4, 2009

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  December 4, 2009

  
	
   

  	
   

  	
   

  
	
  CONVERSION SHARES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  
	
   

  	
   

  	
   

  
	
  ADDITIONAL SHARES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Shares in
  Award

  	
   

  	
  Maximum of [X,XXX] shares, representing
  [15%/20%/25%] 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 


 


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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.                                      Restrictions on Transfer.


 


(a)                                  Conversion Shares. 
The Shares of Restricted Stock designated as Conversion Shares 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 designated
as Conversion Shares vest, and all restrictions lapse, on March 15, 2010.


 


(b)                                 Additional Shares. 
The Shares of Restricted Stock designated as Additional Shares 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 designated
as Additional Shares vest, and all restrictions lapse, on March 15, 2011.


 


(c)                                  All Shares. 
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.


 


(a)                                  All Shares.  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 for cause before the
Shares of Restricted Stock vest and the restrictions lapse.  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)                                 Conversion Shares. 
Notwithstanding the foregoing, the Shares of Restricted Stock designated
as Conversion Shares vest and the restrictions on transfer


 


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lapse on March 15, 2010 if the Grantee terminates
services before that date due to death, retirement or Disability.


 


(c)                                  Additional Shares.  Notwithstanding
the foregoing, the Shares of Restricted Stock designated as Additional Shares
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.  The Shares of Restricted
Stock designated as Additional Shares immediately vest and the restrictions on
transfer immediately lapse if either of the following occurs after March 15,
2010 and before March 15, 2011:  (a) the
Grantee terminates 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. 
If the Grantee’s services are involuntarily terminated by the
Corporation or a Subsidiary without cause, or if the Grantee terminates
services for “Good Reason” (as defined in Appendix A) before March 15,
2011, the Shares of Restricted Stock designated as Additional Shares vest and
the restrictions on transfer lapse in an amount prorated to reflect the date on
which the Grantee terminates services.


 


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 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.


 


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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 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.


 


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(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)


 


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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 STOCK 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 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:

  	
   

  



 


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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.


 


“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 one hundred twenty (120)
days after the Grantee has knowledge of the event and provide the Corporation
fifteen (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).