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EXHIBIT 10.d
STOCK REPURCHASE AGREEMENT
This Agreement is made as of May 1, 1984 between Masco Corporation, a
Delaware corporation ("Masco"), and Masco Industries, Inc., a Delaware
corporation ("Industries").
WHEREAS, Masco is transferring to Industries certain assets pursuant to
the Masco Corporation Corporate Restructuring Plan (the "Plan") dated as of May
1, 1984 and proposes thereafter, pursuant to the Plan, to distribute as a
dividend (the "Distribution") in excess of 40% of Industries' Common Stock,
$1.00 par value (the "Common Stock"), to the stockholders of Masco;
WHEREAS, as a result of the Distribution, Industries will become a
publicly held corporation and Masco will initially own approximately 50% of the
Common Stock;
WHEREAS, employees of the consultants to Masco and Industries and their
respective subsidiaries may on the date of the Distribution possess share awards
of Common Stock under the Masco Corporation 1984 Restricted Stock (Industries)
Incentive Plan (the "Masco Plan") which are forfeitable to Masco upon the
occurrence of the events specified therein, Industries has established its own
Restricted Stock Incentive Plan and may in the future establish additional plans
(the "Industries Plans") under which shares of Common Stock of Industries could
be awarded to employees of the consultants to Industries and its subsidiaries
and affiliated companies subject to forfeiture to Industries, and Industries may
in the future desire to repurchase shares of its outstanding Common Stock; and
WHEREAS, Masco desires to prevent any of the foregoing events, without the
concurrence of Masco, from resulting in an increase in Masco's percentage
ownership of
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the outstanding Common Stock as it exists immediately prior to
occurrence of such event;
NOW, THEREFORE, the parties hereby agree as follows:
1. If at any time prior to May 1, 1994, (a)
Industries or any of its subsidiaries shall repurchase any Common Stock or (b)
any shares of Common Stock, which have been awarded to any employees of or
consultants to Industries or its subsidiaries or affiliated companies pursuant
to the Industries Plans, or which have been awarded to any employees of or
consultants to Industries or its subsidiaries or affiliated companies or Masco
or its subsidiaries or affiliated companies pursuant to the Masco Plan, shall be
forfeited to Industries or Masco pursuant to the terms thereof, Industries shall
offer to Masco the opportunity to sell to Industries on the terms and conditions
hereinafter set forth, the number of shares of Common Stock (the "Offered
Shares") necessary to prevent any increase in the percentage of outstanding
shares of Common Stock owned by Masco immediately prior to such repurchase or
forfeiture.
2. Promptly after any forfeiture pursuant to the Masco Plan should Masco
desire to sell shares of Common Stock to Industries, Masco shall notify
Industries thereof, specifying the number of shares of Common Stock so
forfeited. Promptly after any such repurchase by Industries or forfeiture
pursuant to the Industries Plans, Industries shall notify Masco thereof in
writing, specifying the number of shares of Common Stock so repurchased or
forfeited and the number of shares of Common Stock required to be sold by Masco
to Industries to prevent the increase in percentage ownership as provided in
Paragraph 1. Industries shall thereafter offer Masco the opportunity for 30 days
from the date of either of such notices to sell to Industries all (or such
lesser number as is
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specified by Masco in its acceptance referred to in Paragraph 3) of the Offered
Shares for a purchase price (the "Purchase Price") equal to (a) in the case of a
repurchase of Common Stock by Industries, the highest repurchase price paid by
Industries to a third party during the 30-day period ending on the date of such
repurchase or (b) in the case of the forfeiture of shares of Common Stock
pursuant to the Industries Plans or the Masco Plan, as the case may be, the fair
market value of shares of the Common Stock at the close of trading on the date
of such forfeiture.
3. If Masco shall accept Industries' offer within the 30-day period
specified in Paragraph 2 above by written notice to Industries, then on the date
5 days after the date of Masco's acceptance, Masco shall deliver to Industries
duly executed certificates representing the Offered Shares as to which
Industries' offer has been accepted against receipt from Industries of the
amount of the Purchase Price for such Offered Shares.
4. This agreement shall be governed by and construed in accordance with
the laws of the State of Delaware.
5. This Agreement shall not be assigned by either party, except to a
successor to substantially all of the business of a party, without the express
written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
MASCO CORPORATION MASCO INDUSTRIES, INC.
By /s/Wayne B. Lyon By /s/Richard A. Manoogian
Executive Vice President President
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September 20, 1985
Mr. Richard G. Mosteller
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Re: Restricted Stock Incentive Plans
Dear Mr. Mosteller:
This will confirm (i) our arrangements regarding reimbursement of costs
relating to unvested incentive award shares of Masco Corporation ("Masco")
common stock and Masco Industries, Inc. ("Industries") common stock upon
transfers of employment and consulting relationships between Masco and
Industries, (ii) our arrangements regarding reimbursement upon forfeitures of
such shares, and (iii) our prior understandings on the implementation of the
Stock Repurchase Agreement dated May 1, 1984 between Masco and Industries with
respect to Industries' repurchases of its common stock from Masco following the
forfeiture of shares of Industries common stock granted under either Masco's or
Industries' restricted stock incentive plan (the "Industries Stock Incentive
Plans") and following open market repurchases of such stock by Industries. These
procedures have been established in order to attribute the cost of such
incentive shares in respect of the employees of consultants to Masco and
Industries and to permit Masco, among other things, to achieve its expressed
objective of maintaining its equity ownership in Industries at not more than 50%
after any forfeiture of Industries incentive award shares. These procedures are
not intended to alter the rights of the parties under the Corporate
Restructuring Plan or the Stock Repurchase Agreement except as expressly
provided herein, and may be terminated by Masco or Industries at any time
without cause, effective ten days after notice of termination.
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Mr. Richard G. Mosteller
September 20, 1985
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1. Transfers.
If a person changes employment or a consulting relationship from Masco to
Industries or from Industries to Masco, the new employer will reimburse the
former employer for the cost on the books of the former employer which is
associated with unvested shares of Masco common stock or Industries common stock
awarded under a Masco or Industries incentive plan, to the extent such shares
may continue to vest while the person is engaged by the new employer.
2. Forfeitures By Industries Employees and Consultants.
A. Shares of Industries common stock forfeited by an Industries employee
or consultant which were granted pursuant to either of the Industries Stock
Incentive Plans are deemed automatically acquired by Industries from the
employee or consultant as of the date of the forfeiture notwithstanding any
contrary provision in either of the Industries Stock Incentive Plans. Industries
waives its right under Paragraph 4.02 of the Corporate Restructuring Plan to
require Masco to pay Industries an amount equal to the unamortized cost of
Industries shares forfeited by Industries employees which were granted under
Masco's Industries Stock Incentive Plan and no amount is payable by Industries
to Masco on account of Industries' acquisition of such forfeited shares.
B. Shares of Masco common stock that were granted under the Masco
Restricted Stock Incentive Plan are forfeited by Industries employees and
consultants to Masco upon termination of employment or the consulting
relationship. Masco will reimburse Industries for the cost on Industries' books
which is associated with such forfeited Masco shares.
3. Forfeitures By Masco Employees and Consultants.
If Masco's equity ownership in Industries would exceed 50% at the end of
any month, shares of Industries common stock forfeited by Masco employees and
consultants during such month are deemed automatically acquired by Industries
from those employees and consultants (notwithstanding any contrary provision in
Masco's Industries Stock Incentive Plan) on the last day of such month to the
extent necessary so that Masco's ownership will not exceed 50% as of such date.
Industries will reimburse Masco for its loss arising from such forfeiture by
paying to Masco an amount equal to the fair market value of such shares (as
determined under Paragraph 4 hereof) on the last trading day of such month.
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Mr. Richard G. Mosteller
September 20, 1985
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4. Repurchase Of Industries Shares On Account of Forfeitures.
If Masco's equity ownership in Industries would exceed 50% at the end of
any month in which forfeited Industries shares are deemed automatically acquired
by Industries, Industries is deemed to repurchase from Masco, on the last day of
such month, additional shares of Industries common stock to the extent necessary
so that Masco's ownership of Industries common stock does not exceed 50% as of
the last day of such month. Pursuant to Paragraph 2(b) of the Stock Repurchase
Agreement, the price for the Industries shares so repurchased from Masco is the
fair market value of such shares at the close of trading on the last trading day
of such month (which is determined by the last sale price for Industries shares
as reported in the NASDAQ National Market System).
5. Repurchase of Industries Shares On Account Of Open Market Purchases.
If Masco's equity ownership in Industries would exceed 50% at the end of
any month in which Industries makes open market purchases of its common stock in
connection with awards of shares under its Industries Stock Incentive Plan or in
connection with employee stock options, Industries is deemed to repurchase from
Masco, on the last day of such month, shares of Industries common stock to the
extent necessary so that Masco's ownership of Industries common stock does not
exceed 50% as of the day of such month. Notwithstanding Paragraph 2(a) of the
Stock Repurchase Agreement, the price for the Industries shares so repurchased
from Masco is the weighted average price paid by Industries for its open market
share purchases during such month. If Masco's equity ownership of Industries
would exceed 50% at the end of any month in which forfeited Industries shares
are deemed automatically acquired by Industries and in which Industries makes
open market purchases of the types contemplated under Paragraph 5 hereof, shares
shall be deemed to be repurchased by Industries first pursuant to paragraph 4.
If, after such repurchases pursuant to paragraph 4, Masco's equity ownership
would still exceed 50%, shares shall then be deemed to be repurchased by
Industries pursuant to this Paragraph 5.
6. Quarterly Settlement. Masco and Industries will effect a quarterly
settlement of the amounts required hereunder to be (i) reimbursed upon the
transfer of employment or a consulting relationship between Masco and
Industries, (ii) reimbursed to Masco upon the forfeiture of Industries shares by
Masco employees and consultants, (iii) reimbursed to Industries upon the
forfeiture of Masco shares by Industries employees and consultants, and (iv)
paid to Masco for any repurchase of Industries shares pursuant to Paragraphs 4
and 5 hereof.
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Mr. Richard G. Mosteller
September 20, 1985
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7. Additional Provisions.
A. Appropriate instructions will be given to Industries' transfer agent
to reflect Industries' ownership of forfeited Industries shares and repurchase
of additional Industries shares.
B. Masco and Industries will promptly notify each other of forfeitures of
shares which are subject to these procedures.
C. These procedures are deemed to be effective as of May 1, 1984,
notwithstanding the fact that certain reports prepared prior to the date hereof
are inconsistent herewith, and this letter supersedes any prior arrangements
with respect to such procedures.
Please confirm your agreement with the foregoing procedures.
Sincerely,
/s/James J. Sigouin
James J. Sigouin
Vice President - Finance
Confirmed by
Masco Corporation:
By /s/Richard G. Mosteller
Richard G. Mosteller
Senior Vice President -
Finance
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AMENDMENT TO STOCK REPURCHASE AGREEMENT
AMENDMENT dated as of December 20, 1990 between Masco corporation, a
Delaware corporation ("Masco"), and Masco Industries, Inc., a Delaware
corporation ("Industries").
WHEREAS, Masco and Industries are parties to a Stock Repurchase Agreement
dated as of May 1, 1984 and a related letter agreement dated September 20, 1985;
and
WHEREAS, Masco and Industries desire to amend the Stock Repurchase
Agreement in connection with the transactions contemplated by the Exchange
Agreement dated as of December 18, 1990 between Masco and Industries;
NOW, THEREFORE, the parties agree that Paragraph 1 of the Stock Repurchase
Agreement dated as of May 1, 1984 is amended to read as follows:
"1. If at any time prior to May 1, 1994, (a) Industries or any of its
subsidiaries shall repurchase any Common Stock or (b) any shares of Common
Stock, which have been awarded to any employees of or consultants to Industries
or its subsidiaries or affiliated companies pursuant or Masco or its
subsidiaries or affiliated companies pursuant to the Masco Plan, shall be
forfeited to Industries or Masco pursuant to the terms thereof, and as a result
of such repurchase or forfeiture the percentage of outstanding shares of Common
Stock owned by Masco would increase to an amount in excess of 49%, Industries
shall offer to Masco the opportunity to sell to Industries on the terms and
conditions hereinafter set forth, the number of shares of Common Stock (the
"Offered Shares") necessary to reduce the percentage of outstanding shares of
Common Stock owned by Masco to 49%."
Except as specifically amended hereby, the Stock Repurchase Agreement and
related letter agreement referred to above remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
MASCO CORPORATION MASCO INDUSTRIES, INC.
BY/s/Gerald Bright BY/s/ Erwin H. Billig
Vice President President and Chief
and Secretary Operating Officer