exv10wd






Exhibit 10.d




MASCO CORPORATION

1997 NON-EMPLOYEE DIRECTORS STOCK PLAN

(Amended and Restated October 27, 2005)




Section 1. Purpose




     The purpose of this Plan is to ensure that the non-employee Directors of Masco Corporation
(the “Company”) have an equity interest in the Company and thereby have a direct and long term
interest in the growth and prosperity of the Company by payment of part of their compensation in
the form of common stock of the Company.



Section 2. Administration of the Plan




     This Plan will be administered by the Company’s Board of Directors (the “Board”). The Board
shall be authorized to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all other determinations necessary or advisable for
the administration of the Plan. The Board’s interpretation of the terms and provisions of this Plan
shall be final and conclusive. The Secretary of the Company shall be authorized to implement the
Plan in accordance with its terms and to take such actions of a ministerial nature as shall be
necessary to effectuate the intent and purposes thereof. The validity, construction and effect of
the Plan and any rules and regulations relating to the Plan shall be determined in accordance with
the laws of the State of Michigan and applicable Federal law.



Section 3. Eligibility




     Participation will be limited to individuals who are Eligible Directors, as hereinafter
defined. Eligible Director shall mean any Director of the Company who is not an employee of the
Company and who receives a fee for services as a Director.



Section 4. Shares Subject to the Plan




     (a) Subject to the adjustments set forth below, the aggregate number of shares of Company
Common Stock, par value $1.00 per share (“Shares”), which may be the subject of awards issued
under the Plan shall be 1,000,000.



     (b) Any Shares to be delivered under the Plan shall be made available from newly issued Shares
or from Shares reacquired by the Company, including Shares purchased in the open market.



     (c) To the extent a Stock Option award, as hereinafter defined, terminates without having been
exercised, or an award of Restricted Stock, as hereinafter defined, is forfeited, the Shares
subject to such Stock Option or Restricted Stock award shall again be available for distribution in
connection with future awards under the Plan. Shares equal in number to the Shares surrendered to
the Company in payment of the option price or withholding taxes (if any) relating to or arising in
connection with any Restricted Stock or Stock Option hereunder shall be added to the number of
Shares then available for future awards under clause (a) above.



     (d) In the event of any merger, reorganization, consolidation, recapitalization, stock split,
stock dividend, or other change in corporate structure affecting the Shares, the aggregate number
of Shares which may be issued under the Plan, the number of Shares subject to Stock Options to be
granted under Section 6(a) hereof and the number of Shares subject to any outstanding award of
Restricted Stock or unexercised Stock Option shall be adjusted to avoid enhancement or diminution
of the benefits intended to be made available hereunder.



Section 5. Director Stock Compensation




     (a) The compensation of each Eligible Director for the five year period beginning January 1,
1997 shall be payable in part with an award of Restricted Stock determined as set forth below, and
in part in cash. Compensation for this purpose means annual retainer fees but does not include
supplemental retainer fees for committee positions or fees for attendance at meetings, which shall
be paid in cash. The portion of compensation payable in Restricted Stock during the five year
period shall be equal to one-half of the annual compensation paid to Eligible Directors in the year
immediately prior to the award multiplied by five, and the balance of compensation, unless
otherwise determined by the Board, shall be payable in cash. Each award of Restricted Stock shall
vest in twenty percent annual installments (disregarding fractional shares) on January 1 of each of
the five consecutive years following the year in which the award is made. Subject to the approval
of this Plan by the Company’s stockholders, each Eligible



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Director on February 18, 1997 is awarded as of that date 6,940 Shares of Restricted Stock,
based on the closing price of the Shares as reported on the New York Stock Exchange Composite Tape
(the “NYSE”) on February 18, 1997. Cash shall be paid to an Eligible Director in lieu of a
fractional share.




     (b) Subject to the approval of this Plan by the Company’s stockholders, each Eligible Director
who is first elected or appointed to the Board on or after the date of the Company’s 1997 annual
meeting of stockholders shall receive, as of the date of such election or appointment, an award of
Restricted Stock determined in accordance with Section 5(a) for the five year period beginning on
January 1 of the year in which such election or appointment occurred; provided, however, that the
price of the Shares used in determining the number of Shares of Restricted Stock which shall be
issued to such Eligible Director shall be the fair market value of the Shares as determined by the
Board of Directors on the date on which such Eligible Director is elected or appointed, and
provided, further, that the amount of Restricted Stock awarded to any Eligible Director who begins
serving as a Director other than at the beginning of a calendar year shall be prorated to reflect
the partial service of the initial year of the Director’s term, such proration to be effected in
the initial vesting.



     (c) Upon the full vesting of any award of Restricted Stock awarded pursuant to Section 5(a) or
5(b), each affected Eligible Director shall be eligible to receive a new award of Restricted Stock,
subject to Section 4. The number of Shares subject to such award shall be determined generally in
accordance with the provisions of Section 5(b); provided, however, that the Board shall have sole
discretion to adjust the amount of compensation then to be paid in the form of Shares and the terms
of any such award of Shares. Except as the Board may otherwise determine, any increase or decrease
in an Eligible Director’s annual compensation during the period when such Director has an
outstanding award of Restricted Stock shall be implemented by increasing or decreasing the cash
portion of such Director’s compensation.



     (d) Eligible Director shall be entitled to vote and receive dividends on the unvested portion
of his or her Restricted Stock, but will not be able to obtain a stock certificate or sell,
encumber or otherwise transfer such Restricted Stock except in accordance with the terms of the
Company’s 1991 Long Term Stock Incentive Plan (the “Long Term Plan”). If an Eligible Director’s
term of service as a director is terminated for any reason other than death or permanent and total
disability or retirement on or after normal retirement age as specified in the Company’s Corporate
Governance Guidelines, all shares of Restricted Stock theretofore awarded to the Eligible Director
which are still subject to restrictions shall upon such termination be forfeited and transferred
back to the Company; provided, however, that a pro rata portion of the Restricted Stock which would
have vested on January 1 of the year following the year of the Eligible Director’s termination
shall vest on the date of termination, based upon the portion of the year during which the Eligible
Director served as a Director of the Company.



     (e) Notwithstanding the foregoing or clause (g) below, if an Eligible Director continues to
hold an award of Restricted Stock following termination of service as a director (including
retirement), the Shares of Restricted Stock which remain subject to restrictions shall nonetheless
be forfeited and transferred back to the Company if the Board at any time thereafter determines
that the former Director has engaged in any activity detrimental to the interests of the Company.



     (f) If an Eligible Director’s term is terminated by reason of death or permanent and total
disability or if following retirement as a director a former Director continues to have rights
under an Award of Restricted Stock and thereafter dies, the restrictions contained in the Award
shall lapse with respect to such Restricted Stock.



     (g) If an Eligible Director’s term is terminated by reason of retirement on or after normal
retirement age as specified in the Company’s Corporate Governance Guidelines, the restrictions
contained in the Award of Restricted Stock shall continue to lapse in the same manner as though the
term had not terminated.



Section 6. Stock Option Grant




     (a) Subject to approval of this Plan by the Company’s stockholders, each Eligible Director on
the date of such approval will be granted on such date a stock option to purchase 8,000 Shares (the
“Stock Option”). Thereafter, on the date of each of the Company’s subsequent annual stockholders
meetings, each person who is or becomes an Eligible Director on that date and whose service on the
Board will continue after such date shall be granted a Stock Option, subject to Section 4,
effective as of the date of such meeting.



     (b) Stock Options granted under this Section 6 shall be non-qualified stock options and shall
have the following terms and conditions.



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     1. Option Price. The option price per Share shall be equal to the fair market value of the
Shares on the date of grant as determined by the Board of Directors.



     2. Term of Option. The term of the Stock Option shall be ten years from the date of grant,
subject to earlier termination in the event of termination of service as an Eligible Director. If
an Eligible Director’s term of service as a director is terminated for any reason other than death,
the Director may thereafter exercise the Stock Option as provided below, except that the Board may
terminate the unexercised portion of the Stock Option concurrently with or at any time following
termination if it shall determine that the former Director has engaged in any activity detrimental
to the interests of the Company. If an Eligible Director’s term is terminated for any reason other
than death or permanent and total disability or retirement on or after normal retirement age as
specified in the Company’s Corporate Governance Guidelines, at a time when such Director is
entitled to exercise an outstanding Stock Option, then such Stock Option may be exercised as to all
or any of the Shares which the Eligible Director was entitled to purchase at the date of
termination (A) for Stock Options granted prior to October 27, 2005, until the later of (i) the
15th day of the third month following the date at which such Stock Option would
otherwise have terminated in connection with the termination of service, which date prior to the
October 27, 2005 Plan amendments was three months after termination of the Director’s service, or
(ii) December 31 of the calendar year in which the Stock Option would otherwise have terminated in
connection with the termination of service; and (B) for Stock Options granted on or after October
27, 2005, until the earlier of (i) the expiration of the original term, or (ii) one year after
death. That portion of the Stock Option not exercisable at the time of such termination shall be
forfeited and transferred back to the Company on the date of such termination. If an Eligible
Director’s term is terminated by reason of permanent and total disability, any portion of a Stock
Option that is not then exercisable shall become fully exercisable and shall remain exercisable
until the earlier of the expiration of the original option term or one year after death. If an
Eligible Director retires from service as a director on or after normal retirement age as specified
in the Company’s Corporate Governance Guidelines, such Stock Option shall continue to become
exercisable and shall remain exercisable in accordance with its terms and the provisions of this
Plan. If an Eligible Director dies, all unexercisable installments of the Stock Option shall
thereupon become exercisable and at any time or times within one year after death such Stock Option
may be exercised as to all or any unexercised portion of the Stock Option. Except as so exercised,
such Stock Option shall expire at the end of such period. Except as provided above, a Stock Option
may be exercised only if and to the extent such Stock Option was exercisable at the date of
termination of service as an Eligible Director, and a Stock Option may not be exercised at a time
when the Stock Option would not have been exercisable had the service as an Eligible Director
continued.



     3. Exercisability. Subject to clause 2 above, each Stock Option shall vest and become
exercisable with respect to twenty percent of the underlying Shares on each of the first five
anniversaries of the date of grant, provided that the optionee is an Eligible Director on such
date.



     4. Method of Exercise. A Stock Option may be exercised in whole or in part during the period
in which such Stock Option is exercisable by giving written notice of exercise to the Company
specifying the number of shares to be purchased, accompanied by payment of the purchase price.
Payment of the purchase price shall be made in cash, by delivery of Shares, or by any combination
of the foregoing.



     5. Non-Transferability. Unless otherwise provided by the terms of the Long Term Plan or the
Board, (i) Stock Options shall not be transferable by the optionee other than by will or by the
laws of descent and distribution, and (ii) during the optionee’s lifetime, all Stock Options shall
be exercisable only by the optionee or by his or her guardian or legal representative.



     6. Stockholder Rights. The holder of a Stock Option shall, as such, have none of the rights
of a stockholder.



Section 7. General




     (a) Plan Amendments. The Board may amend, suspend or discontinue the Plan as it shall deem
advisable or to conform to any change in any law or regulation applicable thereto; provided, that
the Board may not, without the authorization and approval of the stockholders of the Company: (a)
modify the class of persons who constitute Eligible Directors as defined in the Plan; or (b)
increase the total number of Shares available under the Plan. In addition, without the consent of
affected participants, no amendment of the Plan or any award under the Plan may impair the rights
of participants under outstanding awards.



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     (b) Listing and Registration. If at any time the Board shall determine, in its discretion,
that the listing, registration or qualification of the Shares under the Plan upon any securities
exchange or under any state or Federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection with, the granting
of any award hereunder, no Shares may be delivered or disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or obtained free of any
condition not acceptable to the Board.



     (c) Award Agreements. Each award of Restricted Stock and Stock Option granted hereunder
shall be evidenced by the Eligible Director’s written agreement with the Company which shall
contain such terms and conditions not inconsistent with the provisions of the Plan as shall be
determined by the Board in its discretion.



     (d) Change in Control.




	 	1.	 	Notwithstanding any of the provisions of this Plan or instruments
evidencing awards granted hereunder, upon a Change in Control of the Company (as
hereinafter defined) the vesting of all rights of Directors under outstanding
awards of Restricted Stock and Stock Options shall be accelerated and all
restrictions thereon shall terminate in order that participants may fully realize
the benefits thereunder. Such acceleration shall include, without limitation, the
immediate exercisability in full of all Stock Options and the termination of
restrictions on Restricted Stock. Further, in addition to the Board’s authority set
forth in Section 4(d), the Board, as constituted before such Change in Control, is
authorized, and has sole discretion, as to any award, either at the time such award
is made hereunder or any time thereafter, to take any one or more of the following
actions: (i) provide for the purchase of any such award, upon the participant’s
request, for an amount of cash equal to the amount that could have been attained
upon the exercise of such award or realization of the participant’s rights had such
award been currently exercisable or payable; (ii) make such adjustment to any such
award then outstanding as the Board deems appropriate to reflect such Change in
Control; and (iii) cause any such award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation after such
Change in Control. A Change in Control shall occur if, during any period of
twenty-four consecutive calendar months, the individuals who at the beginning of
such period constitute the Company’s Board of Directors, and any new Directors
(other than Excluded Directors, as hereinafter defined), whose election by such
Board or nomination for election by stockholders was approved by a vote of at least
two-thirds of the members of such Board who were either Directors on such Board at
the beginning of the period or whose election or nomination for election as
Directors was previously so approved, for any reason cease to constitute at least a
majority of the members thereof. For purposes hereof, “Excluded Directors” are
Directors whose (i) election by the Board or approval by the Board for stockholder
election occurred within one year after any “person” or “group of persons”, as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
commencing a tender offer for, or becoming the beneficial owner of, voting
securities representing 25 percent or more of the combined voting power of all
outstanding voting securities of the Company, other than pursuant to a tender offer
approved by the Board prior to its commencement or pursuant to stock acquisitions
approved by the Board prior to their representing 25 percent or more of such
combined voting power or (ii) initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are used in Rule
14a-11 or Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of an individual,
corporation, partnership, group, associate or other entity or “person” other than
the Board.
	 
	 	2.	 	In the event that subsequent to a Change in Control it is determined
that any payment or distribution by the Company to or for the benefit of a
participant, whether paid or payable or distributed or distributable pursuant to
the terms of this Plan or otherwise, other than any payment pursuant to this
subparagraph 2 (a “Payment”), would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended from time to time (the
“Code”) or any interest or penalties with respect to such excise tax (such excise
tax, together with any such interest and penalties, are hereinafter collectively
referred to as the “Excise Tax”), then such participant shall be entitled to
receive from the Company, within 15 days following the determination described in
subparagraph 3 below, an additional payment (“Excise Tax Adjustment Payment”) in an
amount such that after payment by such participant of all applicable Federal, state
and local taxes (computed at the maximum marginal rates and including any interest
or penalties




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	 	 	 	imposed with respect to such taxes), including any Excise Tax, imposed upon the
Excise Tax Adjustment Payment, such participant retains an amount of the Excise Tax
Adjustment Payment equal to the Excise Tax imposed upon the Payments.






	 	3.	 	All determinations required to be made under this Section 7(d),
including whether an Excise Tax Adjustment Payment is required and the amount of
such Excise Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP, or
such other national accounting firm as the Company, or, subsequent to a Change in
Control, the Company and the participant jointly, may designate, for purposes of
the Excise Tax, which shall provide detailed supporting calculations to the Company
and the affected participant within 15 business days of the date of the applicable
Payment. Except as hereinafter provided, any determination by
PricewaterhouseCoopers LLP, or such other national accounting firm, shall be
binding upon the Company and the participant. As a result of the uncertainty in
the application of Section 4999 of the Code that may exist at the time of the
initial determination hereunder, it is possible that (x) certain Excise Tax
Adjustment Payments will not have been made by the Company which should have been
made (an “Underpayment”), or (y) certain Excise Tax Adjustment Payments will have
been made which should not have been made (an “Overpayment”), consistent with the
calculations required to be made hereunder. In the event of an Underpayment, such
Underpayment shall be promptly paid by the Company to or for the benefit of the
affected participant. In the event that the participant discovers that an
Overpayment shall have occurred, the amount thereof shall be promptly repaid to the
Company.






	 	(e)	 	Non-compete. Each award of Restricted Stock and Stock Option granted hereunder
shall contain a provision whereby the award holder shall agree, in consideration for
the award and regardless of whether restrictions on shares of Restricted Stock have
lapsed or whether the Stock Option becomes exercisable or is exercised, as the case may
be, as follows:






	 	(i)	 	While the holder is a Director of the Company and for a period of one
year following the termination of such holder’s term as a Director of the Company,
other than a termination following 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 the Company or any subsidiary at any time the award 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 a
director, 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 the holder’s duties or responsibilities with such
other entity, or (2) an investment by the award holder in such other entity
represents more than 1% of such other entity’s capital stock, partnership or other
ownership interests.
	 
	 	(ii)	 	Should the award holder either breach or challenge in judicial or
arbitration proceedings the validity of any of the restrictions contained in the
preceding paragraph, by accepting an award each award holder shall 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 an award of Restricted
Stock and/or the exercise of a Stock Option, 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 or exercises occurring, as the case
may be, on or after the termination of the award holder’s term as a Director of
the Company 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 the award holder by the Company or any of its
subsidiaries or affiliates for any amount owed to the Company by the award holder
hereunder.




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     (f) Applicability. The provisions of this Plan as amended and restated October 27, 2005
shall apply to all outstanding Stock Options and awards of Restricted Stock.



     (g) Term. No shares shall be awarded under this Plan after May 21, 2007.




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