EXHIBIT 99.F
Restricted Stock Award Agreement
April 19, 1999
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, I am pleased to inform you that
on February 16, 1999 the Compensation Committee of the Board of
Directors granted you an Award of Restricted Stock, pursuant to
the Company's 1991 Long Term Stock Incentive Plan (the "Plan"),
of seven thousand three hundred (7,300) 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 copies of the Plan
and related Prospectus which are available form the Company. I
have enclosed copies of these documents as well as our latest
annual report to stockholders 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.
Provided since the date of the Award you have been
continuously employed or retained as a consultant by the
Company, the restrictions on 10% of the shares will
automatically lapse on January 14, 2000 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(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares
Xx. Xxxxxxx X. Xxxxxxxxx
April 19, 1999
Page 2
remain unvested and you should die following retirement
from employment on or after you attain age 65, 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.
As restrictions lapse, a certificate for the number
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 in the second preceding paragraph, 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.
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.
Please complete your mailing address and social security
number as indicated below, sign, date and return one copy of
this Award Agreement to Xxxxxx X. Xxxxxxx, Xx., our 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,
MASCOTECH, INC.
/s/ XXXXX X. XXXXXXXXX
Xxxxx X. Xxxxxxxxx
Chief Executive Officer
Xx. Xxxxxxx X. Xxxxxxxxx
April 19, 1999
Page 3
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ XXXXXXX X. XXXXXXXXX
(Signature of Recipient)
00000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
###-##-####
(Social Security Number)
Dated: May 7, 1999
