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:
6
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
A-1
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;