Exhibit 10.1


 


2010
Grant


 


TRIMAS CORPORATION


 


2002 LONG TERM EQUITY
INCENTIVE PLAN


 


NON-QUALIFIED STOCK OPTION
AGREEMENT


 


TriMas Corporation (the “Corporation”),
as permitted by the TriMas Corporation 2002 Long Term Equity Incentive Plan
(the “Plan”), hereby grants to Optionee listed below (“Optionee”), a
Non-Qualified Stock Option to purchase the number of shares of the Corporation’s
Common Stock set forth below, subject to the terms and conditions of the Plan
and this Stock Option Agreement.


 


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


 


I.                                         NOTICE OF NON-QUALIFIED
STOCK OPTION GRANT


 


Optionee:


 


Date of Stock Option
Agreement:


 


Date of Grant:


 


Vesting Commencement Date:


 


Exercise Price per Share:


 


Total Number of Shares
Granted:


 


Term/Expiration Date:


 


Type of Option:                                                                                                        Non-Qualified Stock Option


 


Vesting Schedule:                                                                                          The Shares subject to this Option
vest and become exercisable with respect to 331/3% of the Shares subject to
this Option on each of the first three anniversaries of the Date of Grant,
subject to Optionee’s continued status as a Service Provider through each
vesting date.


 


Termination Period:                                                                            Except in the event of a
termination of Optionee’s service by the Corporation for Cause, this Option may be exercised, to the extent vested, for
90 days after Optionee ceases to be a Service Provider, or any longer period as
may be applicable upon the death or disability of Optionee as provided in this
Stock Option Agreement, but in no event later than the Expiration Date provided
above. If Optionee’s service with the Corporation is terminated by the
Corporation for Cause, the Option terminates without 


 


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consideration with respect
to all Shares (whether vested or unvested) as of the start of business on the
date of the termination.


 


II.                                     AGREEMENT


 


A.                                    Grant of Option. 
The
Corporation hereby grants to Optionee an Option to purchase the number of
Shares set forth in the Notice of Grant, at the exercise price per Share set
forth in the Notice of Grant (the “Exercise Price”). Notwithstanding anything
to the contrary anywhere else in this Stock Option Agreement, the Option is
subject to the terms, definitions and provisions of the Plan, which is
incorporated herein by reference. This Option is not intended to constitute an
incentive stock option under Section 422 of the Code.


 


B.                                    Exercise of Option.  This
Option is exercisable as follows:


 


(1)                                  Right to Exercise.


 


(a)                                  This Option is exercisable cumulatively
according to the vesting schedule set forth in the Notice of Grant.  For purposes of this Stock Option Agreement, Shares
subject to this Option vest based on Optionee’s continued status as a Service
Provider.


 


(b)                                 This Option may not be exercised for a
fraction of a Share.


 


(c)                                  In the event of Optionee’s death, disability
or other termination of Optionee’s status as a Service Provider, the
exercisability of the Option shall be governed as set forth in E through H
below.


 


(d)                                 In no event may this Option be exercised
after the Expiration Date set forth in the Notice of Grant.


 


(2)                                  Method of Exercise.  This
Option is exercisable by written notice (substantially in the form attached as Exhibit A).
The notice must state the number of Shares for which the Option is being
exercised and contain other representations and agreements with respect to the
Shares as may be required by the Corporation under the provisions of the Plan.
The notice must be signed by Optionee and must be delivered in person or by
certified mail to the General Counsel of the Corporation. The notice must be
accompanied by payment of the Exercise Price plus payment of any
applicable income and employment withholding taxes. This Option is deemed to be
exercised upon receipt by the Corporation of the written notice accompanied by
the Exercise Price and payment of any applicable withholding taxes.


 


No Shares will be issued
pursuant to the exercise of the Option unless the issuance and exercise comply
with all relevant provisions of law and the requirements of any stock exchange
upon which the Shares may then be listed. Assuming such compliance, for income
tax purposes the Shares will be considered transferred to Optionee on the date
on which the Option is exercised with respect to the Shares.


 


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C.                                    Method of Payment. 
Payment of the Exercise Price must be by any of the following, or a
combination of the following, at the election of the Optionee:


 


(1)                                  cash;


 


(2)                                  check;


 


(3)                                  with the consent of the Administrator,
surrender of outstanding Shares with a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Shares with respect to
which the Option is being exercised;


 


(4)                                  with the consent of the Administrator,
delivery to the Corporation of a properly executed exercise notice, together
with irrevocable instructions to the Optionee’s broker to deliver to the
Corporation sufficient cash to pay the Exercise Price and applicable
withholding, in accordance with a written agreement between the Corporation and
the broker;


 


(5)                                  with the consent of the Administrator,
property of any kind that constitutes good and valuable consideration; or


 


(6)                                  with the consent of the Administrator, any
combination of the foregoing methods of payment.


 


D.                                    Restrictions on Exercise. 
If
the issuance of Shares upon exercise or if the method of payment for such
shares would constitute a violation of any applicable federal or state
securities or other law or regulation, the Option may not be exercised. The
Corporation may require Optionee to make any representation and warranty to the
Corporation as may be required by any applicable law or regulation before
allowing the Option to be exercised.


 


E.                                      Termination of Relationship. 
If
Optionee ceases to be a Service Provider (other than by reason of a termination
by the Corporation for Cause or Optionee’s death or the total and permanent
disability of Optionee as defined in Code Section 22(e)(3)), to the extent
vested as of the date on which Optionee ceases to be a Service Provider (taking
into consideration any vesting that may occur in connection with such
termination), the Option remains exercisable for 90 days following the date of
termination (but in no event later than the Expiration Date set forth in the
Notice of Grant). To the extent that the Option is not vested as of the date on
which Optionee ceases to be a Service Provider, or if Optionee does not
exercise the Option within the time specified herein, the Option terminates.


 


F.                                      Termination for Cause.  If
Optionee ceases to be a Service Provider by reason of a termination by the
Corporation for Cause, the Option terminates as of the start of business on the
date of Optionee’s termination, regardless of whether the Option is then vested
and/or exercisable with respect to any Shares.


 


G.                                    Disability of Optionee. 
If
Optionee ceases to be a Service Provider as a result of total and permanent
disability as defined in Code Section 22(e)(3), the Option, to the extent


 


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vested as of the date on which Optionee ceases to be a Service
Provider, remains exercisable for 12 months from that date (but in no event
later than the Expiration Date set forth in the Notice of Grant). To the extent
that the Option is not vested as of the date on which Optionee ceases to be a
Service Provider, or if Optionee does not exercise the Option within the time
specified herein, the Option terminates.


 


H.                                    Death of Optionee. 
If
Optionee ceases to be a Service Provider as a result of Optionee’s death, the
Option, to the extent vested as of the date of death, remains exercisable for
12 months following the date of death (but in no event later than the
Expiration Date set forth in the Notice of Grant) by Optionee’s estate or by a
person who acquires the right to exercise the Option by bequest or inheritance.
To the extent that the Option is not vested as of the date of death, or if the
Option is not exercised within the time specified herein, the Option
terminates.


 


I.                                         Non-Transferability of Option. 
Without
advance approval from the Administrator, this Option (a) 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, and (b) may be
exercised during the lifetime of Optionee only by Optionee. The terms of this
Option are binding upon the executors, administrators, heirs, successors and
assigns of Optionee.


 


J.                                      Term of Option.  This
Option may be exercised only within the term set forth in the Notice of Grant.


 


K.                                    Restrictions on Shares.  Optionee
agrees that any and all Shares purchased upon each exercise of the Option are
subject to the terms and conditions set forth in the Exercise Notice attached
as Exhibit A, and Optionee further agrees to be bound by the terms of the Exercise
Notice with respect to all such Shares.


 


L.                                     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 into this Agreement.


 


M.                                  No Right to Employment. Nothing in the Plan or in this Stock Option
Agreement confers upon Optionee any right to continue as an Employee, Director
or Consultant of the Corporation or any Parent or Subsidiary, or will interfere
with or restrict in any way the rights of the Corporation or any Parent or
Subsidiary, which are hereby expressly reserved, to discharge Optionee at any
time for any reason whatsoever, with or without Cause, except to the extent
expressly provided otherwise in a written employment agreement between Optionee
and the Corporation or any Parent or Subsidiary.


 


N.                                    Dispute Resolution. 
Optionee 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 of this Agreement, 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.


 


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(1)                                  Negotiation.  In
the event of any dispute, controversy, claim, question or disagreement arising
from or relating to this Agreement or the breach thereof, Optionee 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.


 


(2)                                  Arbitration.  If
Optionee and the Corporation do not reach a solution within a period of 30
days, then, upon written notice by Optionee to the Corporation or the
Corporation to Optionee, 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”).


 


(3)                                  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 will be
responsible for his/its respective attorneys fees or other costs of
representation.


 


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


 


(5)                                  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.


 


(6)                                  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 upon the arbitration award may
be entered in any court having jurisdiction.


 


(7)                                  Power. 
Nothing contained in this Agreement will 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 will
survive the termination or expiration of this Agreement, are binding upon the
Corporation’s and Optionee’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 


 


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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.


 


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


 


	
   

  	
  TRIMAS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


OPTIONEE ACKNOWLEDGES AND
AGREES THAT THE VESTING OF SHARES UNDER THIS OPTION IS EARNED ONLY BY
CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE CORPORATION (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES UNDER
THIS OPTION).  OPTIONEE FURTHER
ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS STOCK OPTION AGREEMENT, NOR IN THE
CORPORATION’S 2002 LONG TERM EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN
BY REFERENCE, CONFERS ON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION AS A
SERVICE PROVIDER OF THE CORPORATION OR ANY PARENT OR SUBSIDIARY, NOR WILL IT
INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE CORPORATION’S RIGHT TO
TERMINATE OPTIONEE’S SERVICE PROVIDER RELATIONSHIP AT ANY TIME, WITH OR WITHOUT
CAUSE AND WITH OR WITHOUT PRIOR NOTICE.


 


Optionee acknowledges
receipt of a copy of the Plan and represents that the Optionee is familiar with
the terms and provisions of the Plan.  Optionee hereby accepts this Option subject to
all of the terms and provisions of this Agreement.  Optionee has reviewed the Plan and this Option
in their entirety, has had an opportunity to obtain the advice of counsel prior
to executing this Option and fully understands all provisions of the Option.  Optionee 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 Option. Optionee further agrees to
notify the Corporation upon any change in the residence address indicated
below.


 


	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  



 


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EXHIBIT A


 


TRIMAS CORPORATION


 


2002 LONG TERM EQUITY
NON-QUALIFIED PLAN


 


NON-QUALIFIED STOCK OPTION
EXERCISE NOTICE


 


TriMas Corporation


 


Attention: General Counsel


 


1.                                      Exercise of Option: 
Effective as of today, [Date]                            ,
[Name]                                                  ,
the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to
purchase [Number]                     
shares of the Common Stock (the “Shares”) of TriMas Corporation (the “Corporation”)
under and pursuant to the TriMas Corporation 2002 Long Term Equity Incentive
Plan (the “Plan”) and the Stock Option Agreement dated                         ,
2010 (the “Option Agreement”). Capitalized terms used in this Exercise Notice
without definition have the meanings given in the Option Agreement.


 


	
  Date
  of Grant:

  	
   

  	
   

  	
   

  
	
  Number
  of Shares as to which Option is Exercised:

  	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
  $

  	
   

  	
   

  
	
  Total
  Exercise Price:

  	
   

  	
  $

  	
   

  	
   

  
	
  Certificate
  to be issued in name of:

  	
   

  	
   

  	
   

  
	
  Cash
  Payment delivered with this Notice:

  	
   

  	
  $

  	
   

  	
   

  



 


Type of Option:                                                             Non-Qualified Stock Option


 


2.                                      Representations of Optionee. 
Optionee acknowledges that Optionee has received, read and understood
the Plan and the Option Agreement. Optionee agrees to abide by and be bound by
their terms and conditions.


 


3.                                      Rights as Stockholder.  Until
the stock certificate evidencing these Shares is issued (as evidenced by the
appropriate entry on the books of the Corporation or of a duly authorized
transfer agent of the Corporation), no right to vote or receive any rights as a
stockholder exist with respect to Shares subject to the Option, notwithstanding
the exercise of the Option.  The
Corporation will issue (or cause to be issued) the stock certificate promptly
after the Option is exercised.  Optionee
will enjoy rights as a stockholder until Optionee disposes of the Shares.


 


4.                                      Tax Consultation. 
Optionee understands that Optionee may suffer adverse tax consequences
as a result of Optionee’s purchase or disposition of the Shares.  Optionee represents that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with
the purchase or disposition of the Shares and that Optionee is not relying on
the Corporation for any tax advice.


 


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5.                                      Successors and Assigns. 
The
Corporation may assign any of its rights under this Exercise Notice to single
or multiple assignees, and this Exercise Notice will inure to the benefit of
the successors and assigns of the Corporation. 
Subject to the restrictions on transfer herein set forth, this Agreement
is binding upon Optionee and his or her heirs, executors, administrators,
successors and assigns.


 


6.                                      Interpretation.  Any
dispute regarding the interpretation of this Exercise Notice must be submitted
by Optionee or by the Corporation promptly to the Administrator, which will
review the dispute at its next regular meeting. 
The resolution of the dispute by the Administrator is final and binding
on the Corporation and on Optionee.


 


7.                                      Governing Law; Severability.  This
Exercise Notice is governed by and construed in accordance with the laws of the
State of Michigan, notwithstanding conflict of law provisions. If any provision
of this Exercise Notice is determined by a court of law to be illegal or
unenforceable, the other provisions remain effective and enforceable.  The illegal or unenforceable provision will
be interpreted by the court as modified to the minimum extent necessary to make
the provision legal and enforceable and to accomplish the original objectives
of this Exercise Notice.


 


8.                                      Notices. 
Any
notice required or permitted under this Exercise Notice must be given in
writing and will be deemed effectively given upon personal delivery or upon
deposit in the United States mail by certified mail, with postage and fees
prepaid, addressed to the other party at its address as shown below beneath its
signature, or to any other address as the party may designate in writing from
time to time to the other party.


 


9.                                      Further Instruments. 
The
parties agree to execute any further instruments and to take any further action
as may be reasonably necessary to carry out the purposes and intent of this
Exercise Notice.


 


10.                               Delivery of Payment. 
Optionee
delivers to the Corporation with this Exercise Notice the full Exercise Price
for the Shares, as well as any applicable withholding taxes.


 


11.                               Entire Agreement.  The
Plan and Option Agreement are incorporated into this Exercise Notice by
reference.  This Exercise Notice, the
Plan, and the Option Agreement constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the
Corporation and Optionee with respect to the subject matter of this Exercise
Notice.


 


	
  Accepted
  by:

  	
   

  	
   

  	
  Submitted by:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRIMAS
  CORPORATION

  	
   

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  
	
  Title:

  	
   

  	
   

  	
  Address:

  



 


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