Exhibit 10.1


 


TRIMAS
CORPORATION


 


LONG TERM
EQUITY INCENTIVE PLAN


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


TriMas
Corporation (the “Corporation”), pursuant to its 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 shall have the same
defined meanings in this Stock Option Agreement.  The term “Service Provider” as used herein
shall mean 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 shall vest and become exercisable
  with respect to 33-1/3% of the shares of Corporation Common Stock subject
  thereto on each of the first three anniversaries of the Date of Grant,
  subject to Optionee’s continued status as a Service Provider through each
  such 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 ninety (90) days after Optionee
  ceases to be a Service Provider, or such longer period as may be applicable
  upon the death or disability of Optionee as provided herein, but in no event
  later than the Term/Expiration Date as provided above. In the event that
  Optionee’s service with the Corporation is terminated by the Corporation for
  Cause, the Option shall terminate without consideration with respect to all
  shares (whether vested or unvested) as of the start of business on the date
  of such 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 shall be 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 shall
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 date of expiration of the term
of this Option as set forth in the Notice of Grant.


 


(2)                                  Method of Exercise.  This Option shall be exercisable by written
notice (substantially in the form attached hereto as Exhibit A).  The notice must state the number of Shares
for which the Option is being exercised and contain such other representations
and agreements with respect to such Shares as may be required by the
Corporation pursuant to the provisions of the Plan.  The notice must be signed by Optionee and
shall 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 shall be deemed to be exercised upon receipt by the Corporation of such
written notice accompanied by the Exercise Price and payment of any applicable
withholding taxes.


 


No Shares shall be issued pursuant to the
exercise of the Option unless such 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 shall be
considered transferred to Optionee on the date on which the Option is exercised
with respect to such Shares.


 


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


 


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(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 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 shall remain exercisable for ninety (90) days following such date of
termination (but in no event later than the expiration date of the term of the
Option as 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 shall terminate.


 


F.                                      Termination for Cause.  If
Optionee ceases to be a Service Provider by reason of a termination by the
Corporation for Cause, the Option shall terminate 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 vested as of
the date on which Optionee ceases to be a Service Provider, shall remain
exercisable for twelve (12) months from such date (but in no event later than
the expiration date of the term of the Option as 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 such Option within the time specified herein, the
Option shall terminate.


 


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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, shall remain exercisable for twelve (12)
months following the date of death (but in no event later than the expiration
date of the term of the Option as 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 shall terminate.


 


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


 


L.                                     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 into this Agreement.


 


M.                                  No
Right to Employment.  Nothing in
the Plan or in this Stock Option Agreement shall confer upon Optionee any right
to continue as an Employee, Director or Consultant of the Corporation or any
Parent or Subsidiary, or shall 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 thereof, shall 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.


 


(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 shall use their best efforts
to settle the dispute, claim, question or disagreement.  To this effect, they shall 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
such solution within a period of thirty (30) days, then, upon written notice by
Optionee to the Corporation or 


 


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the Corporation to Optionee, all disputes,
claims, questions, controversies, or differences shall 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 shall be conducted by one
arbitrator skilled in the arbitration of executive employment matters.  The parties to the arbitration shall 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 shall be appointed by the AAA as
provided in the Arbitration Rules.  The
Corporation shall 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 shall be
responsible for his/its respective attorneys fees or other costs of
representation.


 


(4)                                  Location.  The arbitration shall 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 shall 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 shall
be final and binding upon 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 herein shall 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 shall survive the termination or expiration of this
Agreement, shall be 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 local court or administrative agency concerning
the claim unless expressly provided by federal statute, and the decision of the
arbitrator shall be a complete defense to any action or proceeding instituted
in any tribunal or agency with respect to any dispute, unless precluded by
federal statute.


 


(Signature Page Follows)


 


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


 


	
   

  	
  TRIMAS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Name

  
	
   

  	
  Title: 

  	
  Title

  



 


OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE OPTION HEREOF 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 HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS STOCK OPTION AGREEMENT, NOR IN THE CORPORATION’S LONG TERM
EQUITY INCENTIVE PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER
UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OF
THE CORPORATION OR ANY PARENT OR SUBSIDIARY, NOR SHALL 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 he is familiar with the terms and provisions
thereof.  Optionee hereby accepts this
Option subject to all of the terms and provisions hereof.  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


 


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,                       ,
                              ,
the undersigned (“Optionee”) hereby elects to exercise Optionee’s option to
purchase                   
shares of the Common Stock (the “Shares”) of TriMas Corporation (the “Corporation”)
under and pursuant to the TriMas Corporation Long Term Equity Incentive Plan
(the “Plan”) and the Stock Option Agreement dated               ,
20       (the “Option Agreement”).  Capitalized terms used herein without
definition shall 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 herewith:

  	
  o

  	
  $

  	
                                

  	
   

  
						



 


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 such 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 shall
exist with respect to Shares subject to the Option, notwithstanding the
exercise of the Option.  The Corporation
shall issue (or cause to be issued) such stock certificate promptly after the
Option is exercised.  Optionee shall
enjoy rights as a stockholder until such time as 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 


 


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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.


 


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


 


6.                                      Interpretation.  Any dispute regarding the interpretation of
this Agreement shall be submitted by Optionee or by the Corporation forthwith
to the Administrator, which shall review such dispute at its next regular
meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on the Corporation and
on Optionee.


 


7.                                      Governing
Law; Severability.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Michigan, notwithstanding conflict of 
law provisions.  Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


8.                                      Notices.  Any notice required or permitted hereunder
shall be given in writing and shall 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 such other address as such party may designate
in writing from time to time to the other party.


 


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


 


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


 


11.                               Entire
Agreement.  The Plan and Option
Agreement are incorporated herein by reference. 
This Agreement, the Plan, 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 hereof.


 


	
  Accepted by:

  	
   

  	
  Submitted by:

  
	
   

  	
   

  	
   

  
	
  TRIMAS CORPORATION

  	
   

  	
  OPTIONEE

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
  Name: 

  	
   

  	
  Name: 

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
					



 


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