AMENDMENT NO. 1 Dated as of February 11, 2011 to CREDIT AGREEMENT Dated as of June 21, 2010Credit Agreement • February 18th, 2011 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • New York
THIS AMENDMENT NO. 1 (“Amendment”) is made as of February 11, 2011 by and among Masco Corporation, a Delaware corporation (the “Company”), Masco Europe S.à.r.l., a wholly-owned Subsidiary of the Company organized as a société à responsabilité limitée under the laws of the Grand Duchy of Luxembourg (the “Foreign Subsidiary Borrower”; the Company and the Foreign Subsidiary Borrower being referred to collectively as the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of June 21, 2010 by and among the Borrowers, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
Date]Non-Qualified Stock Option Agreement • February 18th, 2011 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members
This option, if accepted by you, grants you the right to purchase [no. of shares] shares of the Company’s $1.00 par value Common Stock at a price of [$____] per share, which the Board has determined is the fair market value of a share of the Company’s Common Stock on the date of grant as reflected by trades reported on the New York Stock Exchange.
Restricted Stock Award Agreement [Date]Restricted Stock Award Agreement • February 18th, 2011 • Masco Corp /De/ • Millwood, veneer, plywood, & structural wood members • Michigan
On behalf of the Company, I am pleased to inform you that on [date] the Board of Directors granted you an Award of Restricted Stock, pursuant to the Company’s 1997 Non-Employee Directors Stock 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 Plan, and the Prospectus dated [date], which are available from the Company. Enclosed are copies of these documents as well as our latest annual report to stockholders and proxy statement to the extent our records indicate you may not have previously received them.
