exv10wbwiwii






Exhibit 10.b.i(ii)




PLEASE RETURN THE ENCLOSED

COPY AFTER YOU HAVE SIGNED

AND PROVIDED THE REQUESTED

INFORMATION; PLEASE RETAIN

THE ORIGINAL




[Date]



<Name>

<Address1>

<Address2>

<Address3> 

<Address4>




Dear <Salutation>:




     On behalf of the Company, I am pleased to inform you that on [date] the Organization and
Compensation Committee of the Board of Directors granted you a non-qualified stock option pursuant
to the Company’s 2005 Long Term Stock Incentive Plan (the “Plan”), subject to the conditions set
forth below and in the Appendix attached hereto. This letter and attached Appendix (the
“Agreement”) state the terms of the option and contain other provisions which on your acceptance
commit the Company and you, so I urge you to read them carefully. You should also read the Plan
and the Prospectus dated [date] covering the shares which are the subject of this option. Enclosed
are copies of these documents as well as our latest annual report to stockholders and proxy
statement to the extent our records indicate you may not have previously received them. Copies are
also available upon request to the Company. We suggest that you review each of these documents.
The federal income tax attributes of non-qualified stock options are discussed in the Prospectus.
This option does not qualify for the federal tax benefits of an “incentive stock option” under the
Internal Revenue Code.



     For purposes of this Agreement, use of the words “employment” or “employed” shall be deemed to
refer to employment by the Company and its subsidiaries and unless otherwise stated shall not
include employment by an “Affiliate” (as defined in the Plan) which is not a subsidiary of the
Company unless the Committee so determines at the time such employment commences.



     This option, if accepted by you, grants you the right to purchase [no. of shares] shares of
Company Common Stock, $1.00 par value, at a price of [$____] per share, which the Committee has
determined is the fair market value of a share of Company Common Stock on the date of grant.



When the Option is Exercisable and Termination




     This option is exercisable cumulatively in installments in the following manner:



 









 





					
	 
	 	Page 2
	 	[Date]






	 	 	 	 	 	 	 	 	 	 	 

	20%

	 	of
	 	such
	 	shares
	 	1 year after
	 	[date]
	20%

	 	”
	 	”
	 	”
	 	2 years after
	 	” ” ”
	20%

	 	”
	 	”
	 	”
	 	3 years after
	 	” ” ”
	20%

	 	”
	 	”
	 	”
	 	4 years after
	 	” ” ”
	20%

	 	”
	 	”
	 	”
	 	5 years after
	 	” ” ” but
	 

	 	 	 	 	 	 	 	no later than
	 	[date]





provided that, subject to the last sentence of this paragraph, on each date of exercise you qualify
under the provisions of the Plan, including Section 6(a), subparagraph (ii) (E), to exercise such
option. All installments of the option as above described must be exercised no later than
[expiration date]; all unexercised installments or portions thereof shall lapse and the right to
purchase shares pursuant to this option shall be of no further effect after such date. If during
the option exercise periods your employment is terminated for any reason, the option shall
terminate in accordance with Section 6 of the Plan.




     Notwithstanding the foregoing, if at any time you engage in an activity following your
termination of employment which in the sole judgment of the Committee is detrimental to the
interests of the Company, a subsidiary or affiliated company, all unexercised installments or
portions thereof will be forfeited to the Company. You acknowledge that such activity includes,
but is not limited to, “Business Activities” (as defined in the Appendix) for purposes of this
option and for purposes of all other outstanding awards of restricted stock and options that are
subject to comparable forfeiture provisions.



     Your acceptance of this option will acknowledge that you have read all of the terms and
conditions set forth herein and in the attached Appendix and will evidence your agreement to all of
such terms and conditions and to the incorporation of the Appendix as part of this Agreement.



 









 





					
	 
	 	Page 3
	 	[Date]






     Please complete your mailing address and Social Security number as indicated below and sign,
date and return one copy of this option agreement to Eugene A. Gargaro, Jr., our Vice President and
Secretary, as soon as possible in order that this option grant may become effective.



	 	 	 	 	 
	 	Very truly yours,



MASCO CORPORATION



Richard A. Manoogian

Chairman of the Board

and Chief Executive Officer

 	 


I accept and agree to all of the foregoing terms and conditions and the terms and conditions
contained in the attached Appendix.




	 	 	 	 	 	 	 

	 
	 	 	 	 	 
	 

	 	(Signature of Recipient)	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 
	 	 	(Mailing Address)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	(Social Security Number)	 	 
	 
	 	 	 	 	 	 
	 

	 	Dated:	 	 	 	 






 









 






Appendix to Option Agreement




     Masco Corporation (the “Company”) and you agree that all of the terms and conditions of the
grant of the option (the “Option”) contained in the foregoing letter agreement into which this
Appendix is incorporated (the “Agreement”) are reflected in the Agreement and in the 2005 Long
Term Stock Incentive Plan (the “Plan”), and that there are no other commitments or understandings
currently outstanding with respect to any other grants of options, restricted stock, phantom stock
or stock appreciation rights except as may be evidenced by agreements duly executed by you and the
Company.



     By signing the Agreement you acknowledge acceptance of the Option and receipt of the documents
referred to in the Agreement and represent that you have read the Plan, are familiar with its
provisions, and agree to its incorporation in the Agreement and all of the other terms and
conditions of the Agreement. Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired pursuant to the Option, as may be
requested by the Company or any of its subsidiaries or affiliated companies.



     If your employment with the Company or any of its subsidiaries is terminated for any reason,
other than death, permanent and total disability, retirement on or after normal retirement date or
the sale or other disposition of the business or subsidiary employing you, and other than
termination of employment in connection with a Change in Control, and if any installments of the
Option or any restoration options granted upon any exercise of the Option became exercisable within
the two year period prior to the date of such termination (such installments and restoration
options being referred to as the “Subject Options”), by accepting the Option you agree that the
following provisions will apply:




	 	(1)	 	Upon the demand of the Company you will pay to the Company in cash within 30
days after the date of such termination the amount of income realized for income tax
purposes from the exercise of any Subject Options, net of all federal, state and other
taxes payable on the amount of such income, plus all costs and expenses of the Company
in any effort to enforce its rights hereunder; and
	 
	 	(2)	 	Any right you would otherwise have, pursuant to the terms of the Plan and this
Agreement, to exercise any Subject Options on or after the date of such termination,
shall be extinguished as of the date of such termination.




The Company shall have the right to set off or withhold any amount owed to you by the Company or
any of its subsidiaries or affiliates for any amount owed to the Company by you hereunder.




     In addition you agree, in consideration for the grant of the Option and regardless of whether
the Option becomes exercisable or is exercised, while you are employed or retained as a consultant
by the Company or any of its subsidiaries and for a period of one year following any termination of
your employment and, if applicable, any consulting relationship with the Company or any of its
subsidiaries other than a termination in connection with a Change in Control, not to engage in, and
not to become associated in a “Prohibited Capacity” (as hereinafter defined) with any other entity
engaged in, any “Business Activities” (as hereinafter defined) and not to encourage or assist
others in encouraging any employee of the Company or any of its subsidiaries to terminate
employment or to become engaged in any such Prohibited Capacity with an entity engaged in any
Business Activities. “Business Activities” shall mean the design, development, manufacture, sale,
marketing or servicing of any product or providing of services competitive with the products or
services of (x) the Company or any subsidiary if you are employed by or consulting with the Company
at any time the Option is outstanding, or (y) the subsidiary employing or retaining you at any time
while the Option is outstanding, to the extent such



 









 




competitive products or services are distributed or provided either (1) in the same geographic
area as are such products or services of the Company or any of its subsidiaries, or (2) to any of
the same customers as such products or services of the Company or any of its subsidiaries are
distributed or provided. “Prohibited Capacity” shall mean being associated with an entity as an
employee, consultant, investor or another capacity where (1) confidential business information of
the Company or any of its subsidiaries could be used in fulfilling any of your duties or
responsibilities with such other entity, (2) any of your duties or responsibilities are similar to
or include any of those you had while employed or retained as a consultant by the Company or any
of its subsidiaries, or (3) an investment by you in such other entity represents more than 1% of
such other entity’s capital stock, partnership or other ownership interests.




     Should you either breach or challenge in judicial, arbitration or other proceedings the
validity of any of the restrictions contained in the preceding paragraph, by accepting the Option
you agree, independent of any equitable or legal remedies that the Company may have and without
limiting the Company’s right to any other equitable or legal remedies, to pay to the Company in
cash immediately upon the demand of the Company (1) the amount of income realized for income tax
purposes from the exercise of any portion of the Option, net of all federal, state and other taxes
payable on the amount of such income (and reduced by any amount already paid to the Company under
the second preceding paragraph), but only to the extent such exercises occurred on or after your
termination of employment or, if applicable, any consulting relationship with the Company or its
subsidiary or within the two year period prior to the date of such termination, plus (2) all costs
and expenses of the Company in any effort to enforce its rights under this or the preceding
paragraph. The Company shall have the right to set off or withhold any amount owed to you by the
Company or any of its subsidiaries or affiliates for any amount owed to the Company by you
hereunder.



     By accepting the Option you: (a) agree to comply with the requirements of applicable federal
and other laws with respect to withholding or providing for the payment of required taxes; (b)
acknowledge that (1) all of your rights to the Option are embodied in the Agreement and in the
Plan, (2) the grant and acceptance of the Option does not imply any commitment by the Company, a
subsidiary or affiliated company to your continued employment or consulting relationship, and (3)
your employment status is that of an employee-at-will and in particular that the Company, its
subsidiary or affiliated company has a continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the Company) to terminate your employment or
other relationship at any time; and (c) agree not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one year from the date of grant unless you
have already agreed in writing to a longer period.



     Section 3 of the Plan provides, in part, that the Committee appointed by the Company’s Board
of Directors to administer the Plan shall have the authority to interpret the Plan and award
agreements, and decide all questions and settle all controversies and disputes relating thereto.
It further provides that the determinations, interpretations and decisions of the Committee are
within its sole discretion and are final, conclusive and binding on all persons. In addition, you
and the Company agree that if for any reason a claim is asserted against the Company or any of its
subsidiaries or affiliated companies or any officer, employee or agent of the foregoing which (1)
is within the scope of the Dispute Resolution Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or (3) involves any of the provisions of the
Agreement or the Plan or the provisions of any other option agreements relating to Company Common
Stock or restricted stock awards or other agreements relating to Company Common Stock or the claims
of yourself or any persons to the benefits thereof, in order to provide a more speedy and
economical resolution, the Dispute Resolution Policy shall be the sole and exclusive remedy to
resolve all disputes, claims or controversies which are set forth above, except as otherwise agreed
in writing by you and the Company or a subsidiary of the Company. It is our mutual intention that
any arbitration award entered under the Dispute Resolution Policy will be final and binding and
that a judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding



 









 




the provisions of the Dispute Resolution Policy, however, the parties specifically agree that any
mediation or arbitration required by this paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit area or such other location in the
metropolitan Detroit area as the parties might agree. The provisions of this paragraph: (a) shall
survive the termination or expiration of this Agreement, (b) shall be binding upon the Company’s
and your respective successors, heirs, personal representatives, designated beneficiaries and any
other person asserting a claim based upon the Agreement, (c) shall supersede the provisions of any
prior agreement between you and the Company or its subsidiaries or affiliated companies with
respect to any of the Company’s option, restricted stock or other stock-based incentive plans to
the extent the provisions of such other agreement requires arbitration between you and the Company
or one of its subsidiaries, and (d) may not be modified without the consent of the Company.
Subject to the exception set forth above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the right to resort to any federal, state or
local court or administrative agency concerning any such claim 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.




     The Agreement shall be governed by and interpreted in accordance with Michigan law.