Exhibit 10.56


 


2009 - Additional 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”).


 


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 [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 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. 
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
Shares of Restricted Stock vest, and all restrictions lapse, on March 15,


 


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2011. 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 the 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 for 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.  The Shares of
Restricted Stock 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 vest and the restrictions on transfer lapse in an amount
prorated to reflect the date on which the Grantee terminates services. 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


 


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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.


 


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.


 


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(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.


 


(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 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:

  	
   

  



 


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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).