Exhibit 10.1


 


January 12, 2009


 


Mr. David Wathen


 


Dear Dave,


 


Your discussions with the
TriMas Board of Directors left every member you met with a very positive
impression of your experience, knowledge, personal qualities and sense of
commitment.  Accordingly, we are
delighted to extend to you an offer of employment as President and Chief
Executive Officer of TriMas Corporation.


 


If you return a signed copy
of this letter to us by January 13, then, subject to the Board’s
acceptance of this letter, your employment with TriMas will begin on January 14,
2009, or such later date as may be set by the Board (“Start Date”).


 


We also intend to elect you
as a member of TriMas Corporation’s Board of Directors. As President and CEO,
you will report to the Board of Directors. The general terms and conditions of
this offer are as follows:


 


	
  Salary:

  	
  $675,000 annually;
  compensation is paid bi-weekly; subject to annual review.

  
	
   

  	
   

  
	
  Annual
  Bonus:

  	
  You will be eligible to
  participate in the TriMas Annual Value Creation Plan (AVCP) beginning for
  fiscal year 2009. Your annual target award will be one hundred percent (100%)
  of base salary for each year with the potential to achieve two hundred
  percent (200%) of your base salary. Achievement of this award will be
  determined by both the performance of TriMas Corporation and your personal
  performance. Approximately 25% of your annual bonus will be determined by the
  Board based on its view of your personal performance.  It will be one of your responsibilities to
  recommend to the Compensation Committee and the Board the appropriate metrics
  and payout ranges for all executives under the AVCP program, and it is
  understood that the Board may choose to apply certain specific metrics to
  evaluate your performance that are different from those for other corporate
  executives.

  
	
   

  	
   

  
	
  Long Term

  Incentive

  Compensation:

  	
  2009 LTIP
  Grant:

  
	
   

  	
   

  
	
   

  	
  On the date of your
  initial employment with TriMas, you will be granted 200,000 stock options
  with an exercise price set by the fair market value of the company’s stock on
  the grant date (annual vesting in equal increments over a 3 year period).
  During March—April 2009, at the same time as LTIP grants are made to
  other employees, you will receive another equity grant as determined by the
  Board of Directors.

  



 

















 


	
   

  	
  Subsequent
  Annual LTIP Grants:

  
	
   

  	
   

  
	
   

  	
  Assuming satisfactory
  performance, it is the Board’s intention that starting for plan year 2010,
  you will receive ongoing, annual LTIP grants. It will be one of your
  responsibilities to recommend to the Compensation Committee and the Board
  appropriate metrics for TriMas’ LTIP target grants. The Board will make
  future grants based on individual and company performance targets and in a
  form established by the Board.

  
	
   

  	
   

  
	
  Stock
  Performance

  	
   

  
	
  Grants:

  	
  In addition to your annual
  LTIP award, you will have the opportunity to receive restricted stock unit
  grants (“RSU’s”) in the event that the Company’s closing stock price for any
  successive 75 trading day period, within 36 months of your Start Date,
  exceeds the thresholds below:

  
	
   

  	
   

  
	
   

  	
  75 day closing stock price
  during the first 36 months of employment following the Start Date:

  
	
   

  	
   

  
	
   

  	
  Threshold

  	
   

  	
  # of RSUs

  	
   

  	
   

  
	
   

  	
  $5.00

  	
   

  	
  25,000

  	
   

  	
   

  
	
   

  	
  $10.00

  	
   

  	
  25,000

  	
   

  	
   

  
	
   

  	
  $15.00

  	
   

  	
  25,000

  	
   

  	
   

  
	
   

  	
  $20.00

  	
   

  	
  25,000

  	
   

  	
   

  
	
   

  	
  $25.00

  	
   

  	
  25,000

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All units earned under
  this program will vest over a 3 year period beginning on the date immediately
  following the first date after the 75 day trading period during which the
  stock price threshold is achieved (“grant date”). Vesting shall occur in
  three equal increments on the first, second and third anniversaries of the
  grant date, provided you have been continuously employed with the Company to
  those dates. Any RSU’s earned under this provision will be subject to the
  terms of grant agreements to be issued under the company’s long term equity
  plan.

  
	
   

  	
   

  
	
  Benefits:

  	
  You will be eligible to
  participate in the TriMas benefits program for senior executives. This will
  include participation in the Supplemental Executive Retirement Program
  (SERP). Additionally, TriMas will provide health care, executive life
  insurance, short & long-term disability coverage, accidental
  death & dismemberment insurance and executive retirement benefits.
  TriMas requires dependent verification be provided for each dependent covered
  under the TriMas plans to confirm dependent eligibility.

  
	
   

  	
   

  
	
  Severance
  Policy:

  	
  The protections of the
  TriMas Executive Severance/Change of Control policy will be applicable to you
  as President and Chief Executive Officer.

  
	
   

  	
   

  
	
  Open Market Stock

  	
   

  
	
  Purchase:

  	
  You have advised us that
  it is your intention purchase approximately $100,000 of TriMas stock in the
  open market during the first available trading window. We view this as a
  positive confirmation of your commitment to 

  



 

















 


	
   

  	
  growing shareholder value.
  Once you have completed that initial purchase, the company will pay you a
  special bonus of $100,000 which the Board intends for you to use, on an after
  tax basis, to make additional open market purchases of TriMas stock.

  
	
   

  	
   

  
	
  Vacation:

  	
  You will be entitled to
  four (4) weeks of vacation annually.

  



 


We are looking forward to
having you become President and Chief Executive Officer of TriMas Corporation.
We are highly confident in your ability to lead the organization in the
successful growth and performance of the business.


 


This
letter is not intended to be a contract of employment.  It describes the initial terms of employment
that will apply.  The Board reserves the
right to modify the terms of your employment at anytime, and your employment
can be terminated by you or the company at anytime with or without reason,
subject to the TriMas Executive Severance/Change of Control policy (as that
policy may be modified from time to time). 
If this letter accurately reflects your understanding of the offer,
please indicate your understanding and acceptance by signing a copy of this
letter and returning it to us.


 


 


	
   

  	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Samuel Valenti, III

  	
   

  	
  /s/
  Eugene A. Miller

  	
   

  	
  /s/
  Daniel P. Tredwell

  
	
  Samuel
  Valenti, III

  	
   

  	
  Eugene
  A. Miller

  	
   

  	
  Daniel
  P. Tredwell

  
	
  Chairman
  of the Board

  	
   

  	
  Chairman

  	
   

  	
  Director,

  
	
  TriMas
  Corporation

  	
   

  	
  Compensation
  Committee

  	
   

  	
  Member
  of Executive Committee

  
	
   

  	
   

  	
  TriMas
  Corporation

  	
   

  	
  TriMas
  Corporation

  



 


 


Accepted


 


 


	
  /s/
  David Wathen

  	
   

  	
  January 13,
  2009

  
	
  David
  Wathen

  	
   

  	
  Date