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EXHIBIT 10.g
CORPORATE OPPORTUNITIES AGREEMENT
This Agreement is made as of December 27, 1988 among Masco Corporation, a
Delaware corporation ("Masco"), Masco Industries, Inc., a Delaware corporation
("Industries") and TriMas Corporation, a Delaware corporation ("TriMas").
WHEREAS, Industries has agreed, pursuant to an Acquisition and Subscription
Agreement (the "Acquisition Agreement") dated as of November 7, 1988, to
transfer certain businesses and cash to TriMas in exchange for an equity
interest in TriMas and TriMas subordinated debentures;
WHEREAS, Masco has agreed, pursuant to the Acquisition Agreement, to
contribute cash to TriMas in exchange for shares of TriMas common stock, and
proposes thereafter, pursuant to the Acquisition Agreement, to distribute as a
dividend (the "Distribution") a portion of its shares of TriMas common stock to
its stockholders, as a result of which TriMas will become a publicly held
corporation with approximately 48% of its outstanding common stock owned by
Industries and approximately 19% owned by Masco;
WHEREAS, following the consummation of the transactions set forth in the
Acquisition Agreement and the Distribution, certain of the officers and
Directors of Masco and Industries may also serve as officers and Directors of
TriMas and, pursuant to the Corporate
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Services Agreement dated as of the date hereof (the "Corporate Services
Agreement") between Masco and TriMas, certain of the corporate staff of Masco
may perform or assist TriMas in the performance of a number of corporate staff
and administrative services, including corporate development functions; and
WHEREAS, in light of the relationships among Masco, Industries and TriMas,
the parties wish to reduce the potential for conflicts of interest, or the
appearance of conflicts of interest, created by such relationships and to
emphasize the development and growth of their several businesses rather than the
development and growth of competitive product lines;
NOW, THEREFORE, the parties agree as follows:
1. Business Opportunities.
(a) Neither TriMas nor any of its subsidiaries shall undertake any
Third-Party Transaction (as hereinafter defined) which comes to the
attention of TriMas, Industries or Masco or any of their respective
subsidiaries if a major portion of the business of the Third-Party
Transaction entity involves: (i) residential or commercial building or home
improvement products or services (excluding water supply valves which are
not of the type currently manufactured or sold by Masco or its subsidiaries
and which are installed on main water supply
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lines), unless the opportunity to undertake such Third-Party Transaction
has been presented to Masco and Industries and thereafter both decline or
fail, within a reasonable period, to conclude such transaction, (ii) home
furnishings products or services, unless the opportunity to undertake such
Third-Party Transaction has been presented to Masco and thereafter Masco
declines or fails, within a reasonable period, to conclude such
transaction, or (iii) automotive products (other than fasteners), unless
the opportunity to undertake such Third-Party Transaction has been
presented to Industries and thereafter Industries declines or fails, within
a reasonable period, to conclude such transaction.
(b) Neither TriMas nor any of its subsidiaries shall otherwise
establish a business, the acquisition of which would be subject to the
provisions of paragraph (a) above, without the consent of Masco, Industries
or both Masco and Industries, as the case may be.
2. Third-Party Transaction. For purposes of this Agreement, a
"Third-Party Transaction" shall mean any acquisition, merger, consolidation or
joint venture with, investment (other than investments solely in marketable
securities) in or any similar transaction involving a party other than TriMas,
Masco or
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Industries, any of their respective subsidiaries or any other entities in which
on the date hereof any of such corporations has investments not consisting
solely of marketable securities.
3. Prior Agreement. Nothing herein shall alter the Corporate
Opportunities Agreement dated as of May 1, 1984 between Masco and Industries,
which shall remain in full force and effect in accordance with its terms.
4. Duration. This Agreement shall continue in effect until the date
which is two years after the termination of the Corporate Services Agreement and
will thereafter be automatically renewed for one-year periods, subjects to the
right of TriMas, Masco or Industries to terminate this Agreement by written
notice which is received by the other parties at least 90 days prior to any
such scheduled renewal date.
5. Assignability. This Agreement shall not be assigned by any party,
except to a successor to substantially all of the business of a party, without
the express written consent of the other parties.
6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
MASCO CORPORATION TRIMAS CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxx By /s/ Xxxxx X. Xxxxxxxx
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Senior Vice President - President
Finance and Assistant Secretary
MASCO INDUSTRIES, INC.
By /s/ Xxxxx X. Xxxxxx
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President
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