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:
A-2