EXHIBIT 99.C
Restricted Stock Award Agreement
April 21, 1997
Xx. Xxxxxxx X. Xxxxxxxxx
00000 Xxx Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
On behalf of the Company, I am pleased to inform you that
on February 17, 1997 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 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.
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 six thousand nine hundred (6,900).
Provided since the date of the Award you have been
continuously employed or retained as a consultant by the
Company, the restrictions on 10% of the shares will
automatically lapse on January 14, 1998 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.
Xx. Xxxxxxx X. Xxxxxxxxx
April 21, 1997
Page 2
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 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 of 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.
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
Xx. Xxxxxxx X. Xxxxxxxxx
April 21, 1997
Page 3
Award are embodied herein and in the Plan, (2) the grant and acceptance
of this Award does not imply any commitment by the Company or
any affiliated 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 that the committee
appointed by the Company's Board of Directors to administer the
Plan shall have the authority to make all determinations which
may arise in connection with the Plan. 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 (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
affiliated companies; (2) is premised on claims of wrongful
discharge, discrimination, breach of contract, or other civil
claims against the Company or any of its subsidiaries or
affiliated companies; (3) subverts the provisions of Article 3
of the Plan; or (4) involves any of the provisions of this
agreement or the Plan, or the provisions of any other
restricted stock awards or option 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 Corporate Dispute Resolution Policy
(the terms of which are incorporated into this Award) will be
the exclusive remedy to resolve all disputes, claims, or
controversies which are set forth above or which are within the
scope of the Corporate Dispute Resolution Policy. It is our
mutual intention that any arbitration award entered under the
Corporate 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
Corporate Dispute Resolution Policy, however, the parties
specifically agree that any mediation or arbitration conducted
under that Policy 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 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, shall survive the termination or expiration of
this Agreement, and shall be binding on our respective
successors, personal representatives, beneficiaries, and any
other party asserting a claim based upon this Agreement.
This Agreement shall be governed by and interpreted in
accordance with Michigan law.
Xx. Xxxxxxx X. Xxxxxxxxx
April 21, 1997
Page 4
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 Xxxx
Xxxxxx, Xxxxxxxx 00000
###-##-####
(Social Security Number)
Dated: May 12, 1997
