Exhibit
10.3


 


2010 Award


 


TRIMAS
CORPORATION


 


2006 LONG TERM EQUITY
INCENTIVE PLAN


 


RESTRICTED STOCK UNIT 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 Unit Award for the cash
equivalent of the number of shares of the Corporation’s Common Stock set forth
below (“Restricted Stock Units”), subject to the terms and conditions of the
Plan and this Restricted Stock Unit Agreement (“Agreement”).


 


Unless otherwise defined herein or in the Glossary set
forth in Appendix A hereto, 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 UNIT AWARD


 


	
  Grantee:

  	
   

  	
  [                                        ]

  
	
   

  	
   

  	
   

  
	
  Date of Agreement:

  	
   

  	
  February 26,
  2010

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  February 26,
  2010

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units in Award:

  	
   

  	
  [           ]

  
	
   

  	
   

  	
   

  
	
  Date Restriction Period Ends:

  	
   

  	
  February 26,
  2013

  



 


II.                                     AGREEMENT


 


A.                                    Grant of Restricted Stock
Units.  The Corporation hereby grants to the Grantee
the number of Restricted Stock Units set forth above.  The Restricted Stock Units granted under this
Agreement are payable only in cash.  Each
Restricted Stock Unit is equal to the Fair Market Value of one share of Common
Stock on the date the Restriction Period ends. 
Notwithstanding anything to the contrary anywhere else in this
Agreement, the Restricted Stock Units in this Award are subject to the terms,
definitions and provisions of the Plan, which are incorporated herein by
reference.


 


1.                                      Vesting. 
The Restricted Stock Units vest on the date the Restriction Period ends.  If the Grantee is still a Service Provider on
the date the Restriction Period ends, the Corporation will pay to the Grantee in
cash the value of the Restricted Stock Units as soon as practicable after the
date the Restriction Period ends, but not later than March 15th of the calendar
year following the calendar year in which the Restriction Period ends.  The Restricted Shares subject to the Award will
be forfeited if the Grantee terminates the Grantee’s services with the
Corporation or a Subsidiary before the end of the Restriction Period, except as
designated otherwise in this Agreement.


 


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2.                                      Rights as Stockholder.  The
Grantee will not have any rights of a stockholder (including voting and
dividend rights) with respect to the Restricted Stock Units covered by this
Award, except as otherwise provided in this Section II.A(2).


 


(a)                                  The Grantee is entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Common
Stock having a record date before the date the Restriction Period ends.  The Dividend Equivalents will be paid by
crediting the Grantee with additional whole Restricted Stock Units as of the
date of payment of the cash dividends on Common Stock.  The number of additional Restricted Stock
Units (rounded to the nearest whole number) to be credited will be determined
by dividing (1) the amount of cash dividends paid on that date with
respect to the number of Restricted Stock Units previously credited to the
Grantee, by (2) the Fair Market Value per share of Common Stock on that
date.  The additional Restricted Stock
Units are subject to the same terms and conditions as the Restricted Stock
Units covered by this Award, including vesting only at the end of the
Restriction Period and payment solely in cash.


 


3.                                      Adjustments.  In the event of
any stock dividend, reclassification, subdivision or combination, or similar
transaction affecting the Restricted Stock Units 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 Stock Units subject to the Award will be forfeited if the Grantee
voluntarily terminates the Grantee’s services with the Corporation or a Subsidiary,
or terminates due to “Cause” before the end of the Restriction Period.  Notwithstanding the foregoing, the Restriction
Period will immediately end 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 Restriction Period will end on the date
of the termination for the number of Restricted Stock Units pro-rated based on
the period between the Grant Date and the end of the Restriction Period during
which Grantee was a Service Provider. 
Further, the Corporation retains the right to accelerate or waive the
Restriction Period on the Restricted Stock Units granted by this Award.  Upon the vesting of the Restricted Stock
Units at the end of the Restriction Period, the cash value of the Restricted Shares
Units becomes payable to the Grantee.


 


B.                                    Other Terms and Conditions.


 


1.                                      Non-Transferability of Award.  Except
as described below, this Award and the Restricted Stock Units 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 Stock Units to a Permitted
Assignee, if 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.


 


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2.                                      Withholding.  Grantee
authorizes the Corporation to withhold from the payment of the cash value of
the Restricted Stock Units or agrees to tender sufficient funds to satisfy any
applicable income and employment tax withholding obligations in connection with
the vesting of the Restricted Stock Units under the Award.


 


3.                                      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 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.


 


(a)                                  Negotiation. 
In the event of any dispute, controversy, claim, question or
disagreement arising from or relating to this Agreement or the breach of this
Agreement, 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 will be 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 upon 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.


 


4.                                      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.


 


5.                                      No Continued Right as
Service Provider.  Nothing in the Plan or in this
Agreement confers on the Grantee any right to continue as a Service Provider of
the Corporation or any Subsidiary, or may interfere with or restrict 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.


 


6.                                      Governing Law.  This Agreement
is governed by and 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 STOCK UNIT 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 INTERFERES 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 the Grantee is familiar with the terms and provisions of the
Plan.  Grantee hereby accepts this Restricted
Stock Unit Award subject to all of the terms and provisions hereof.  Grantee has reviewed the Plan and this Restricted
Stock Unit 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 UNIT 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 such event and provide the Corporation 15 days’ opportunity for
cure, or such event shall not constitute Good Reason.  The Grantee may not invoke termination for
Good Reason if Cause exists at the time of such 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 (as defined above); or


 


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


 


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