EXHIBIT 99.D
Restricted Stock Award Agreement
April 2, 1998
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 17, 1998 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 fifty thousand (50,000) 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, 1999 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 2, 1998
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 two copies 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 copies 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 2, 1998
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: June 9, 1998
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in Control" set
forth in Section 6(g)(vi)(C) of the Plan shall constitute the
exclusive definition of Change in Control for purposes of such
Awards.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards 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.
By accepting the 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 particularly 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 Corporate 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 option agreements relating to
Company common stock or restricted stock awards or the claims
of yourself or any persons to the benefits thereof, in order to
provide a more speedy and economical resolution, the Corporate
Dispute Resolution Policy shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. It is our mutual intention that any
arbitration award entered under the Corporate 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 Corporate
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 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 or restricted stock 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.
Restricted Stock Award Agreement
April 2, 1998
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 17, 1998 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 five thousand three hundred (5,300) 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, 1999 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 2, 1998
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 two copies of
this Award Agreement to the undersigned 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 copies 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/ XXXXXX X. XXXXXXX, XX.
Xxxxxx X. Xxxxxxx, Xx.
Secretary
Xx. Xxxxxxx X. Xxxxxxxxx
April 2, 1998
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: April 8, 1998
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in Control" set
forth in Section 6(g)(vi)(C) of the Plan shall constitute the
exclusive definition of Change in Control for purposes of such
Awards.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards 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.
By accepting the 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 particularly 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 Corporate 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 option agreements relating to
Company common stock or restricted stock awards or the claims
of yourself or any persons to the benefits thereof, in order to
provide a more speedy and economical resolution, the Corporate
Dispute Resolution Policy shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. It is our mutual intention that any
arbitration award entered under the Corporate 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 Corporate
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 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 or restricted stock 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.
