EXHIBIT 10.2
RETURN THE ENCLOSED COPY
AFTER YOU HAVE SIGNED AND
PROVIDED THE REQUESTED
INFORMATION; PLEASE RETAIN
THE ORIGINAL
Restricted Stock Award Agreement
[Date]
[Name]
[Address1]
[Address2]
[Address3]
[Address4]
Dear [Salutation]:
On behalf of the Company, I am pleased to inform you that on [date] the
Organization and 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 [In Words] ([Shares]) 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 from the Company. Enclosed are 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.
Page 2 [Date]
Provided since the date of the Award you have been continuously
employed by the Company, the restrictions on 10% of the shares will
automatically lapse on [date] 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. Notwithstanding the foregoing, effective January 1 of the calendar year
in which you attain age 66 (or if you are already age 66 or older), any shares
that would otherwise vest beyond the next five annual installments will vest
evenly in whole shares on the next five original vesting dates.
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 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 of 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.
Page 3 [Date]
Please complete your mailing address and social security number as
indicated below, sign, date and return one copy of this Award Agreement to
Eugene A. Gargaro, Jr., our Vice President and 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,
MASCO CORPORATION
Richard A. Manoogian
Chairman of the Board and
Chief Executive Officer
I accept and agree to the foregoing terms and conditions and the terms and
conditions contained in the attached Appendix.
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(Signature of Recipient)
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-----------------------------
(Mailing Address)
-----------------------------
(Social Security Number)
Dated:
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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 Masco Corporation (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.
In addition you agree, in consideration for the Grant, and regardless
of whether restrictions on shares subject to the Grant have lapsed, while you
are employed or retained as a consultant by the Company or any of its
subsidiaries and for a period of one year following any termination of your
employment and, if applicable, any consulting relationship with the Company or
any of its subsidiaries other than a termination in connection with a Change in
Control, not to engage in, and not to become associated in a "Prohibited
Capacity" (as hereinafter defined) with any other entity engaged in, any
"Business Activities" (as hereinafter defined) and not to encourage or assist
others in encouraging any employee of the Company or any of its subsidiaries to
terminate employment or to become engaged in any such Prohibited Capacity with
an entity engaged in any Business Activities. "Business Activities" shall mean
the design, development, manufacture, sale, marketing or servicing of any
product or providing of services competitive with the products or services of
(x) the Company or any subsidiary if you are employed by or consulting with the
Company at any time while the Grant is outstanding, or (y) the subsidiary
employing or retaining you at any time while the Grant is outstanding, to the
extent such competitive products or services are distributed or provided either
(1) in the same geographic area as are such products or services of the Company
or any of its subsidiaries, or (2) to any of the same customers as such products
or services of the Company or any of its subsidiaries are distributed or
provided. "Prohibited Capacity" shall mean being associated with an entity as an
employee, consultant, investor or another capacity where (1) confidential
business information of the Company or any of its subsidiaries could be used in
fulfilling any of your duties or responsibilities with such other entity, (2)
any of your duties or responsibilities are similar to or include any of those
you had while employed or retained as a consultant by the Company or any of its
subsidiaries, or (3) an investment by you in such other entity represents more
than 1% of such other entity's capital stock, partnership or other ownership
interests.
Should you either breach or challenge in judicial or arbitration
proceedings the validity of any of the restrictions contained in the preceding
paragraph, by accepting this Grant you agree, independent of any equitable or
legal remedies that the Company may have and without limiting the Company's
right to any other equitable or legal remedies, to pay to the Company in cash
immediately upon the demand of the Company (1) the amount of income realized for
income tax purposes from this Grant, net of all federal, state and other taxes
payable on the amount of such income, but only to the extent such income is
realized from restrictions lapsing on shares on or after your termination of
employment or, if applicable, any consulting relationship with the Company or
its subsidiary or within the two year period prior to the date of such
termination, plus (2) all costs
and expenses of the Company in any effort to enforce its rights under this or
the preceding paragraph. The Company shall have the right to set off or withhold
any amount owed to you by the Company or any of its subsidiaries or affiliates
for any amount owed to the Company by you hereunder.
By accepting this 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 particular 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 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 restricted stock awards or option or other
agreements relating to Company Common Stock or the claims of yourself or any
persons to the benefits thereof, in order to provide a more speedy and
economical resolution, the Dispute Resolution Policy shall be the sole and
exclusive remedy to resolve all disputes, claims or controversies which are set
forth above, except as otherwise agreed in writing by you and the Company or a
subsidiary of the Company. It is our mutual intention that any arbitration award
entered under the 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 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
the 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, restricted
stock or other stock-based 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.