Restricted Stock Award Agreement
March 18, 1994
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, I am pleased to inform you that on February 9,
1994 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 shares of the Company's $1.00 par value Common Stock.
This letter states the terms of the Award and contains other provisions which on
your acceptance commit the Company and you, so I urge you to read it carefully.
You should also read the copies of the Plan and prospectus which accompany this
Agreement.
Terms of the award:
Shares of stock evidencing the Restricted Stock 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 on the Restricted Stock, but
you will not be able to sell, encumber or otherwise transfer the shares except
in accordance with the Plan.
The number of shares of Restricted Stock you have been awarded is four
thousand eight hundred (4,800).
Provided since the date of the award you have been continuously employed
or retained as a consultant by the Company or one of its subsidiaries or
affiliated companies, the restrictions on 10% of the shares will automatically
lapse on January 14, 1995 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. As restrictions lapse, if you are then employed or retained as a
consultant by the Company or one of its subsidiaries or affiliated companies, a
certificate for the number of shares of Restricted Stock as to which
restrictions have lapsed will be forwarded to you.
Page 2 March 18, 1994
In accordance with Section 6(c) (iv) of the Plan, if your employment (or
consulting relationship, if applicable) should be terminated by reason of your
death or permanent and total disability or if unforfeited shares of Restricted
Stock remain unvested and you should die following retirement, the restrictions
on all Restricted Stock will lapse and your rights to the shares will become
vested on the date of such termination or death and a certificate for the shares
will be forwarded to you or to the person or persons entitled to the shares. If
you are then an employee and your employment should be terminated by reason of
retirement on or after normal retirement date (normally age 65 unless a
different date is provided at the time of your retirement under the retirement
plan of which you are a participant), such restrictions will continue to lapse
in the same manner as though your employment had not been terminated, unless
following retirement you engage in an activity which in the sole judgment of the
Committee is detrimental to the interests of the Company, a subsidiary or an
affiliated company, in which event all Restricted Stock for which restrictions
have not lapsed will be forfeited and transferred back to the Company.
If your employment or consulting relationship with the Company or one of
its subsidiaries or affiliated companies is terminated for any reason while
restrictions remain in effect, other than a reason referred to in the
immediately preceding paragraph, all Restricted Stock for which the restrictions
have not lapsed will be automatically forfeited and transferred back to the
Company.
Acceptance and arbitration:
By accepting this Award you: (a) represent that you are familiar with the
provisions of the Plan and agree to its incorporation in this Award Agreement;
(b) agree to provide promptly such information with respect to the Restricted
Stock as may be requested by the Company, one of its subsidiaries or affiliated
companies and to comply with the requirements of applicable federal and other
laws with respect to withholding or providing for the payment of required taxes;
(c) acknowledge that (1) all of your rights to this Award are embodied herein
and in the Plan, (2) the grant and acceptance of this Award does not imply any
commitment by the Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your status is that of an
employee-at-will and in particular that the Company, its subsidiary or
affiliated company has a continuing right with or without cause (unless
otherwise specifically agreed to in writing) to terminate your employment or
other relationship at any time; and (d) 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 award date
unless you have already agreed in writing to a longer period.
Page 3 March 18, 1994
Section 3 of the Plan provides that the committee appointed by the
Company's Board of Directors to administer the Plan shall have the authority to
interpret the Plan and any award agreements, and decide all questions and settle
all controversies and disputes which may arise in connection therewith. 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, it is agreed that if for any reason a claim is
asserted against the Company or a subsidiary or affiliated company 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) arises out of or relates to your employment with or
termination of employment from the Company, or any of its subsidiaries or
affiliated companies; (2) is premised on claims of wrongful discharge,
discrimination, breach of contract, or other civil claims; (3) subverts the
provisions of Section 3 of the Plan; or (4) involves any of the provisions of
this agreement or the Plan or the provisions of any other agreements relating to
the Company's stock or claims of any persons to the benefits thereof, in order
to provide a more speedy and economical resolution arbitration shall be the
exclusive remedy to resolve all disputes, claims or controversies which could be
the subject of litigation involving or arising out of the Plan, this agreement
or your employment. The provisions of this paragraph 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. It is our mutual
intention that the arbitration award will be final and binding and that a
judgment on the award may be entered in any court of competent jurisdiction.
The arbitrator shall be chosen in accordance with the commercial arbitration
rules of the American Arbitration Association and the arbitration shall be
conducted at its principal office in the Metropolitan Detroit area.
We agree that the provisions of the preceding paragraph and the decision
of the arbitrator with respect to any dispute, with only the exceptions provided
in such paragraph, shall be the sole and exclusive remedy for any alleged cause
of action in any manner based upon or arising out of this Agreement, the Plan or
your employment. Subject to such exceptions, we acknowledge that since
arbitration is the exclusive remedy, neither of us or any other party asserting
a claim dealing with those matters has the right to resort to any court or
administrative agency and that 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 arbitration provisions shall survive
the termination or expiration of this Agreement, and shall be binding on our
respect successors, heirs, personal representatives, designated beneficiaries
and any other party asserting a claim relating to the matters dealt with in this
and the preceding paragraph.
Page 4 March 18, 1994
We further agree that any demand for arbitration must be made within one
year of the time any claim accrues which you or any person claiming hereunder
may have against the Company, or any of its agents, employees, subsidiaries or
affiliates: unless demand is made within such period it is forever barred.
This agreement shall be governed by the laws of the State of Michigan.
Please complete your mailing address and social security number as
indicated below, sign, date and return two copies of this Award Agreement to
Xxxxxx Xxxxxx, who administers the Plan, as soon as possible in order that this
Award may become effective. Since the Restricted Stock 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.
The documents above described should be returned directly to Xx. Xxxxxx.
Very truly yours,
MASCOTECH, INC.
/s/Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, Xx.
Secretary
I accept and agree to the foregoing.
/s/Xxxxxxx X. Xxxxxxxxx
(Signature of Recipient)
00000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
(Mailing Address)
###-##-####
(Social Security Number)
Dated: March 28, 1994
Restricted Stock Award Agreement
February 24, 1995
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, I am pleased to inform you that on February 8,
1995 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 shares of the Company's $1.00 par value Common Stock.
This letter states the terms of the Award and contains other provisions which on
your acceptance commit the Company and you, so I urge you to read it carefully.
You should also read the copies of the Plan and prospectus which accompany this
Agreement.
Terms of the Award:
Certificates for the shares of stock evidencing the Restricted Stock 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
Stock, 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.
The number of shares of Restricted Stock you have been awarded is ten
thousand (10,000).
Provided since the date of the award you have been continuously employed
or retained as a consultant by the Company or one of its subsidiaries or
affiliated companies, the restrictions on 10% of the shares will automatically
lapse on January 14, 1996 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. As restrictions lapse, if you are then employed or retained as a
consultant by the Company or one of its subsidiaries or affiliated companies, a
certificate for the number of shares of Restricted Stock as to which
restrictions have lapsed will be forwarded to you.
Page 2 February 24, 1995
In accordance with Section 6(c)(iv) of the Plan, if your employment (or
consulting relationship, if applicable) should be terminated by reason of your
death or permanent and total disability or if unforfeited shares of Restricted
Stock remain unvested and you should die following retirement, the restrictions
on all Restricted Stock will lapse and your rights to the shares will become
vested on the date of such termination or death and a certificate for the shares
will be forwarded to you or to the person or persons entitled to the shares. If
you are then an employee and your employment should be terminated by reason of
retirement on or after normal retirement date (normally age 65 unless a
different date is provided at the time of your retirement under the retirement
plan of which you are a participant), such restrictions will continue to lapse
in the same manner as though your employment had not been terminated, unless
following retirement you engage in an activity which in the sole judgment of the
Committee is detrimental to the interests of the Company, a subsidiary or an
affiliated company, in which event all Restricted Stock for which restrictions
have not lapsed will be forfeited and transferred back to the Company.
If your employment or consulting relationship with the Company or one of
its subsidiaries or affiliated companies is terminated for any reason while
restrictions remain in effect, other than a reason referred to in the
immediately preceding paragraph, all Restricted Stock for which the restrictions
have not lapsed will be automatically forfeited and transferred back to the
Company.
Acceptance and arbitration:
By accepting this Award you: (a) represent that you are familiar with the
provisions of the Plan and agree to its incorporation in this Award Agreement;
(b) agree to provide promptly such information with respect to the Restricted
Stock as may be requested by the Company, one of its subsidiaries or affiliated
companies and to comply with the requirements of applicable federal and other
laws with respect to withholding or providing for the payment of required taxes;
(c) acknowledge that (1) all of your rights to this Award are embodied herein
and in the Plan, (2) the grant and acceptance of this Award does not imply any
commitment by the Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your status, if you are an
employee, is that of an employee-at-will and in particular that the Company, its
subsidiary or affiliated company has a continuing right with or without cause
(unless otherwise specifically agreed to in writing) to terminate your
employment or consulting or other relationship at any time; and (d) 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 award date unless you have already agreed in writing to a longer
period.
Page 3 February 24, 1995
Section 3 of the Plan provides that the committee appointed by the
Company's Board of Directors to administer the Plan shall have the authority to
interpret the Plan and any award agreements, and decide all questions and settle
all controversies and disputes which may arise in connection therewith. 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, it is agreed that if for any reason a claim is
asserted against the Company or a subsidiary or affiliated company 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) arises out of or relates to your employment or consulting or
other relationship with or termination of employment or consulting or other
relationship with the Company, or any of its subsidiaries or affiliated
companies; (2) is premised on claims of wrongful discharge, discrimination,
breach of contract, or other civil claims; (3) subverts the provisions of
Section 3 of the Plan; or (4) involves any of the provisions of this agreement
or the Plan or the provisions of any other agreements relating to the Company's
stock or claims of any persons to the benefits thereof, in order to provide a
more speedy and economical resolution arbitration shall be the exclusive remedy
to resolve all disputes, claims or controversies which could be the subject of
litigation involving or arising out of the Plan, this agreement or your
employment. The provisions of this paragraph 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. It is our mutual intention
that the arbitration award will be final and binding and that a judgment on the
award may be entered in any court of competent jurisdiction. The arbitrator
shall be chosen in accordance with the commercial arbitration rules of the
American Arbitration Association and the arbitration shall be conducted at its
principal office in the Metropolitan Detroit area.
We agree that the provisions of the preceding paragraph and the
decision of the arbitrator with respect to any dispute, with only the exceptions
provided in such paragraph, shall be the sole and exclusive remedy for any
alleged cause of action in any manner based upon or arising out of this
Agreement, the Plan or your employment or consulting relationship with the
Company or any of its subsidiaries or affiliated companies. Subject to such
exceptions, we acknowledge that since arbitration is the exclusive remedy,
neither of us nor any other party asserting a claim dealing with those matters
has the right to resort to any court or administrative agency and that 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 arbitration provisions shall survive the termination or expiration of this
Agreement, and shall be binding on our respective successors, heirs, personal
representatives, designated beneficiaries and any other party asserting a claim
relating to the matters dealt with in this and the preceding paragraph.
Page 4 February 24, 1995
We further agree that any demand for arbitration must be made within
one year of the time any claim accrues which you or any person claiming
hereunder may have against the Company, or any of its agents, employees,
subsidiaries or affiliates: unless demand is made within such period it is
forever barred.
This Agreement shall be governed by the laws of the State of
Michigan.
Please complete your mailing address and social security number as
indicated below, sign, date and return two copies of this Award Agreement to
Xxxxxx Xxxxxx, who administers the Plan, as soon as possible in order that this
Award may become effective. Since the Restricted Stock 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.
The documents above described should be returned directly to Xx.
Xxxxxx.
Very truly yours,
MASCOTECH, INC.
/s/Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, Xx.
Secretary
I accept and agree to the foregoing.
/s/Xxxxxxx X. Xxxxxxxxx
(Signature of Recipient)
00000 Xxx Xxxx Xx.
Xxxxxx, XX 00000
(Mailing Address)
###-##-####
(Social Security Number)
Dated: March 9, 1995
Restricted Stock Award Agreement
November 11, 1996
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, I am pleased to inform you that on August
20, 1996 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 shares of the Company's $1.00 par value Common
Stock. This letter states the terms of the Award and contains other provisions
which on your acceptance commit the Company and you, so I urge you to read it
carefully. You should also read the copies of the Plan and Prospectus which
accompany this Agreement. 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 affiliated companies.
Terms of the Award:
Certificates for the shares of stock evidencing the Restricted Stock
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 Stock, 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.
The number of shares of Restricted Stock you have been awarded is
forty five thousand (45,000).
Provided since the date of the Award you have been continuously
employed or retained as a consultant by the Company or one of its subsidiaries
or affiliated companies, the restrictions on 10% of the shares will
automatically lapse on July 1, 1997 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.
Page 2 November 11, 1996
In accordance with Section 6(c)(iv) of the Plan, if your employment
(or consulting relationship, if applicable) should be terminated by reason of
your death or permanent and total disability or if unforfeited shares of
Restricted Stock remain unvested and you should die following retirement, the
restrictions on all Restricted Stock 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 of shares of
Restricted Stock as to which restrictions have lapsed will be forwarded to you
or the person or persons entitled to the shares.
If your employment or consulting relationship with the Company or
one of its subsidiaries or affiliated companies is terminated for any reason
while restrictions remain in effect, other than a reason referred to in the
second preceding paragraph above, all Restricted Stock for which the
restrictions have not lapsed will be automatically forfeited to the Company.
Notwithstanding the foregoing, if you at any time 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 Stock for which restrictions have not lapsed
will be forfeited to the Company.
Other Terms, and Acceptance and Arbitration:
We agree that all of the terms and conditions of the Award are
reflected in this Agreement and in the Plan, and that there are no other
commitments or understandings currently outstanding with respect to any other
awards of restricted stock or stock options except as may be evidenced by
agreements duly executed by you and the Company.
Further, in consideration of this Award and by the acceptance
thereof, you agree that, with respect to all other Awards which you have
previously been granted under the Plan and awards of options and restricted
stock under 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.
Page 3 November 11, 1996
By accepting this Award you: (a) represent that you are familiar
with the provisions of the Plan and agree to its incorporation in this Award
Agreement; (b) agree to provide promptly such information with respect to the
Restricted Stock as may be requested by the Company and to comply with the
requirements of applicable federal and other laws with respect to withholding or
providing for the payment of required taxes; (c) acknowledge that (1) all of
your rights to this Award are embodied herein and in the Plan, (2) the grant and
acceptance of this Award does not imply any commitment by the Company to your
continued employment and (3) your status is that of an employee-at-will and in
particular that the Company or its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise specifically agreed to
in writing) to terminate your employment or other relationship at any time; and
(d) agree that your acceptance represents your agreement not to terminate
voluntarily your current employment for at least one year from the award date
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 any award 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, it is agreed 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) arises out of or relates to your employment with or
termination of employment from the Company; (2) is premised on claims of
wrongful discharge, discrimination, breach of contract, or other civil claims;
(3) subverts the provisions of Section 3 of the Plan; or (4) involves any of the
provisions of this agreement or the Plan or the provisions of any other
agreements relating to the Company's stock or claims of yourself or any persons
to the benefits thereof, in order to provide a more speedy and economical
resolution arbitration shall be the exclusive remedy to resolve all disputes,
claims or controversies which could be the subject of litigation involving or
arising out of the Plan, this or such other agreements or your employment. The
provisions of this
Page 4 November 11, 1996
paragraph shall be binding upon our respective successors, heirs, personal
representatives and designated beneficiaries, and 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. It is our mutual intention
that the arbitration award will be final and binding and that a judgment on the
award may be entered in any court of competent jurisdiction. The arbitrator
shall be chosen in accordance with the commercial arbitration rules of the
American Arbitration Association and the arbitration shall be conducted at its
principal office in the Metropolitan Detroit area. The arbitrator's sole
authority shall be to apply the clauses of this Agreement.
We agree that the provisions of the preceding paragraph and the
decision of the arbitrator with respect to any dispute, with only the exceptions
provided in such paragraph, shall be the sole and exclusive remedy for any
alleged cause of action in any manner based upon or arising out of this
Agreement, the Plan or your employment or consulting relationship with the
Company or any of its subsidiaries or affiliated companies. Subject to the
foregoing exception, we acknowledge that since arbitration is the exclusive
remedy, neither of us nor any other party asserting a claim dealing with those
matters has the right to resort to any court or administrative agency concerning
matters dealt with by this Agreement and that 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 arbitration provisions
contained in this and the foregoing and following paragraph shall survive the
termination or expiration of this Agreement, and shall be binding on our
respective successors, personal representatives, and any other party asserting a
claim based upon this Agreement.
We further agree that any demand for arbitration must be made within
one year of the time any claim accrues which you or any person claiming
hereunder may have against the Company, or any of its agents, employees,
subsidiaries or affiliates: unless demand is made within such period it is
forever barred.
This Agreement shall be governed by and interpreted in accordance
with Michigan law.
Page 5 November 11, 1996
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 Stock 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
I accept and agree to the foregoing.
/s/Xxxxxxx X. Xxxxxxxxx
(Signature of Recipient)
00000 Xxx Xxxx Xx.
Xxxxxx, XX 00000
(Mailing Address)
###-##-####
(Social Security Number)
Dated: Nov. 15, 1996
