exv10wbwiwi






Exhibit 10.b.i(i)




RETURN THE ENCLOSED COPY

AFTER YOU HAVE SIGNED AND

PROVIDED THE REQUESTED

INFORMATION; PLEASE RETAIN

THE ORIGINAL




Restricted Stock Award Agreement

[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 an Award of Restricted Stock, pursuant
to the Company’s 2005 Long Term Stock Incentive Plan (the “Plan”), of <In Words>
(<Shares>) shares of the Company’s $1.00 par value Common Stock (the “Restricted Shares”).
This letter and the attached Appendix (the “Agreement”) state the terms of the Award 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 related Prospectus dated [date], copies of which are
available from the Company. 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. 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.



     Certificates for the shares of stock evidencing the Restricted Shares will not be issued but
the shares will be registered in your name in book entry form promptly after your acceptance of
this Award. You will be entitled to vote and receive any cash dividends (net of required tax
withholding) on the Restricted Shares, but you will not be able to obtain a stock certificate or
sell, encumber or otherwise transfer the shares except in accordance with the Plan.



 









 





					
	 
	 	Page 2
	 	[Date]






     Provided since the date of the Award you have been continuously employed by the Company, the
restrictions on 10% of the shares will automatically lapse on [date] and on the same date of each
year thereafter until all shares are free of restrictions, in each case based on the initial number
of shares.



     In accordance with Section 6(d)(iv) of the Plan, if your employment should be terminated by
reason of your permanent and total disability or if you should die while Restricted Shares remain
unvested, the restrictions on all Restricted Shares will lapse and your rights to the shares will
become vested on the date of such termination or death. If you are then an employee and your
employment should be terminated by reason of retirement on or after your attaining age 65, such
restrictions will continue to lapse in the same manner as though your employment had not been
terminated, subject to the other provisions of this letter and the Plan.



     If in the calendar year in which you attain age 66 there are more than five annual
installments remaining to vest, the restricted period for shares that would otherwise vest beyond
the next five annual installments will be accelerated to vest evenly in whole shares on the next
five original vesting dates, so that you will be fully vested not later than the end of the
calendar year in which you attain age 70. Subject to the other terms contained in this letter, if
this Award is granted in or after the calendar year in which you attain age 65, this Award will
vest in five equal annual installments on the dates specified above.



     As restrictions lapse, a certificate for the number of Restricted Shares as to which
restrictions have lapsed will be forwarded to you or the person or persons entitled to the shares.



     If your employment is terminated for any reason, with or without cause, while restrictions
remain in effect, other than for a reason referred to above, all Restricted Shares for which
restrictions have not lapsed will be automatically forfeited to the Company.



     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 Restricted Shares for which
restrictions have not lapsed 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 Award and for purposes of all other outstanding awards of restricted stock and options that
are subject to comparable forfeiture provisions.



     Your acceptance of this Award of Restricted Stock will acknowledge that you have read all of
the terms and conditions herein and as set forth 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, sign, date
and return one copy of this Award Agreement to Eugene A. Gargaro, Jr., our Vice President and
Secretary, as soon as possible in order that this Award may become effective. Since the Restricted
Shares cannot be registered in your name until we receive the signed copy of this Agreement, and
since dividend, voting and other rights will only become effective at that time, your prompt
attention and acceptance will be greatly appreciated.



	 	 	 	 	 
	 	Very truly yours,



MASCO CORPORATION



Richard A. Manoogian

Chairman of the Board and

Chief Executive Officer

 	 



I accept and agree to 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 Award Agreement





     Masco Corporation (the “Company”) and you agree that all of the terms and conditions of the
award of Restricted Shares (the “Grant”) 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 awards 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 Grant 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 Grant, as may be requested
by the Company or any of its subsidiaries or affiliated companies.



     In addition you agree, in consideration for the Grant, and regardless of whether restrictions
on shares subject to the Grant have lapsed, 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 while the Grant is outstanding, or (y) the subsidiary employing or retaining you at any
time while the Grant 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 this Grant
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 this Grant, net of all federal, state and other taxes payable on the amount of such
income, but only to the extent such income is realized from restrictions lapsing on shares 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 this Grant 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 Grant are embodied in the Agreement and in the Plan,
(2) the Grant and acceptance of the Grant 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 that your acceptance represents your agreement 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 Grant
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 (other than
a claim involving non-competition restrictions or the Company’s, a subsidiary’s or an affiliated
company’s trade secrets, confidential information or intellectual property rights) which (1) are
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 restricted stock awards or option 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 your employer, 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.