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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
Delaware (State or other jurisdiction of incorporation) | 001-10716 (Commission File Number) | 38-2687639 (IRS Employer Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan (Address of principal executive offices) | 48304 (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Exhibit No. | Description | ||
10.1 | Form of Performance Unit Agreement - 2012 LTI - under the 2002 Long Term Equity Incentive Plan | ||
10.2 | Form of Performance Unit Agreement - 2012 LTI - under the 2006 Long Term Equity Incentive Plan | ||
10.3 | Form of Performance Stock Unit Agreement - 2012 LTI - under the 2011 Omnibus Incentive Compensation Plan | ||
10.4 | Form of Restricted Share Agreement - 2012 LTI - under the 2002 Long Term Equity Incentive Plan | ||
10.5 | Form of Restricted Stock Agreement - 2012 LTI - under the 2006 Long Term Equity Incentive Plan | ||
10.6 | Form of Restricted Stock Agreement - 2012 LTI - under the 2011 Omnibus Incentive Compensation Plan | ||
10.7 | Form of Performance Unit Agreement - 2012 Transitional LTI - under the 2002 Long Term Equity Incentive Plan | ||
10.8 | Form of Performance Unit Agreement - 2012 Transitional LTI - under the 2006 Long Term Equity Incentive Plan | ||
10.9 | Form of Performance Stock Unit Agreement - 2012 Transitional LTI - under the 2011 Omnibus Incentive Compensation Plan |
TRIMAS CORPORATION | |||||
Date: | February 22, 2012 | By: | /s/ Joshua A. Sherbin | ||
Name: | Joshua A. Sherbin | ||||
Title: | Vice President, General Counsel and Secretary |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of Performance Units in Award: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Measurement Period: | Beginning on January 1, 2012, and continuing through December 31, 2014 |
Settlement Method: | Earned and vested Performance Units will be settled by delivery of one share of Common Stock for each Performance Unit being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
(A) | a measure tied to an earnings per share compounded annual growth rate (“EPS CAGR”); and |
(B) | a measure tied to Cash Generation. |
(A) | EPS CAGR = 75%; and |
(B) | Cash Generation = 25%. |
(A) | “EPS CAGR” means the cumulative average growth rate over the term of this Award of the diluted earnings per share from continuing operations as reported in the Company’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time that the Administrator believes should adjust the as reported results for measurement of performance; and |
(B) | “Cash Generation” means the Company’s three-year cash flow from operating activities less capital expenditures, as reported in the Company’s Cash Flow Statement with the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time, divided by the Company’s three-year income from continuing operations as reported in the Company’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-time-time. |
EPS CAGR % | Award Payout (Reflected as % of Performance Units Subject to EPS CAGR) | |
Target (Cash Generation %) | Award Payout (Reflected as % of Performance Units Subject to Cash Generation) | |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of Performance Units in Award: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Measurement Period: | Beginning on January 1, 2012, and continuing through December 31, 2014 |
Settlement Method: | Earned and vested Performance Units will be settled by delivery of one share of Common Stock for each Performance Unit being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
(A) | a measure tied to an earnings per share compounded annual growth rate (“EPS CAGR”); and |
(B) | a measure tied to Cash Generation. |
(A) | EPS CAGR = 75%; and |
(B) | Cash Generation = 25%. |
(A) | “EPS CAGR” means the cumulative average growth rate over the term of this Award of the diluted earnings per share from continuing operations as reported in the Corporation’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time that the Administrator believes should adjust the as reported results for measurement of performance; and |
(B) | “Cash Generation” means the Corporation’s three-year cash flow from operating activities less capital expenditures, as reported in the Corporation’s Cash Flow Statement with the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time, divided by the Corporation’s three-year income from continuing operations as reported in the Corporation’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-time-time. |
EPS CAGR % | Award Payout (Reflected as % of Performance Units Subject to EPS CAGR) | |
Target (Cash Generation %) | Award Payout (Reflected as % of Performance Units Subject to Cash Generation) | |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of PSUs in Award: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Period: | Beginning on January 1, 2012, and continuing through December 31, 2014 |
Settlement Method: | Earned and vested PSUs will be settled by delivery of one share of Stock for each PSU being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
(A) | a measure tied to an earnings per share compounded annual growth rate (“EPS CAGR”); and |
(B) | a measure tied to Cash Generation. |
(A) | EPS CAGR = 75%; and |
(B) | Cash Generation = 25%. |
(A) | “EPS CAGR” means the cumulative average growth rate over the term of this Award of the diluted earnings per share from continuing operations as reported in the Corporation’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time that the Committee believes should adjust the as reported results for measurement of performance; and |
(B) | “Cash Generation” means the Corporation’s three-year cash flow from operating activities less capital expenditures, as reported in the Corporation’s Cash Flow Statement with the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-to-time, divided by the Corporation’s three-year income from continuing operations as reported in the Corporation’s Income Statement within the applicable Form 10-Q and Form 10-K, plus or minus special items that may occur from time-time-time. |
EPS CAGR % | Award Payout (Reflected as % of PSUs Subject to EPS CAGR) | |
Target (Cash Generation %) | Award Payout (Reflected as % of PSUs Subject to Cash Generation) | |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of Restricted Shares in Award: | [number of shares] |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
• | A material and permanent diminution in the Grantee’s duties or responsibilities; |
• | A material reduction in the aggregate value of base salary and bonus opportunity or material reduction in the aggregate value of other benefits provided to the Grantee by the Company; or |
• | A permanent reassignment of the Grantee to another primary office, or relocation of the Company’s office of more than 35 miles from current office location. |
• | death; |
• | Disability; |
• | Cause; or |
• | A termination of Services by the Grantee without Good Reason, (as defined above). |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of Shares of Restricted Stock in Award: | [number of shares] |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
• | A material and permanent diminution in the Grantee’s duties or responsibilities; |
• | A material reduction in the aggregate value of base salary and bonus opportunity or material reduction in the aggregate value of other benefits provided to the Grantee by the Corporation; or |
• | A permanent reassignment of the Grantee to another primary office, or relocation of the Corporation’s office of more than 35 miles from current office location. |
• | death; |
• | Disability; |
• | Cause; or |
• | A termination of Services by the Grantee without Good Reason, (as defined above). |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Number of Shares of Restricted Stock in Award: | [number of shares] |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
• | A material and permanent diminution in the Grantee’s duties or responsibilities; |
• | A material reduction in the aggregate value of base salary and bonus opportunity or material reduction in the aggregate value of other benefits provided to the Grantee by the Corporation; or |
• | A permanent reassignment of the Grantee to another primary office, or relocation of the Corporation’s office of more than 35 miles from current office location. |
• | death; |
• | Disability; |
• | Cause; or |
• | A termination of Services by the Grantee without Good Reason, (as defined above). |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Awards Granted: | Performance Units based on 2012 performance (the “2012 Performance Units”) |
Performance Units based on 2013 performance (the “2013 Performance Units”) | |
Number of Performance Units underlying 2012 Performance Units: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Number of Performance Units underlying 2013 Performance Units: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Measurement Period for 2012 Performance Units: | Beginning on January 1, 2012, and continuing through December 31, 2012 (the “2012 Performance Period”) |
Performance Measurement Period for 2013 Performance Units: | Beginning on January 1, 2012, and continuing through December 31, 2013 (the “2013 Performance Period”) |
Settlement Method: | Earned and vested Performance Units will be settled by delivery of one share of Common Stock for each Performance Unit being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
EPS Growth % | Award Payout (Reflected as % of 2012 Performance Units that will Vest in 2013) | |
EPS CAGR % | Award Payout (Reflected as % of 2013 Performance Units that will Vest in 2014) | |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Awards Granted: | Performance Units based on 2012 performance (the “2012 Performance Units”) |
Performance Units based on 2013 performance (the “2013 Performance Units”) | |
Number of Performance Units underlying 2012 Performance Units: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Number of Performance Units underlying 2013 Performance Units: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Measurement Period for 2012 Performance Units: | Beginning on January 1, 2012, and continuing through December 31, 2012 (the “2012 Performance Period”) |
Performance Measurement Period for 2013 Performance Units: | Beginning on January 1, 2012, and continuing through December 31, 2013 (the “2013 Performance Period”) |
Settlement Method: | Earned and vested Performance Units will be settled by delivery of one share of Common Stock for each Performance Unit being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
EPS Growth % | Award Payout (Reflected as % of 2012 Performance Units that will Vest in 2013) | |
EPS CAGR % | Award Payout (Reflected as % of 2013 Performance Units that will Vest in 2014) | |
Grantee: | [specify Grantee’s name] |
Date of Agreement: | [month and day], 2012 |
Grant Date: | [month and day], 2012 |
Awards Granted: | PSUs based on 2012 performance (the “2012 PSUs”) |
PSUs based on 2012 and 2013 performance (the “2013 PSUs”) | |
Number of PSUs underlying 2012 PSUs: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Number of PSUs underlying 2013 PSUs: | [number of shares], subject to lesser or greater number depending on achievement of performance goals |
Performance Measurement Period for 2012 PSUs Award: | Beginning on January 1, 2012, and continuing through December 31, 2012 (the “2012 Performance Period”) |
Performance Measurement Period for 2013 PSUs Award: | Beginning on January 1, 2012, and continuing through December 31, 2013 (the “2013 Performance Period”) |
Settlement Method: | Earned and vested PSUs will be settled by delivery of one share of Stock for each PSU being settled. |
Dated: [month and date], 2012 | By: Name: Joshua A. Sherbin Title: Vice President, General Counsel and Corporate Secretary |
EPS Growth % | Award Payout (Reflected as % of 2012 PSUs that will Vest in 2013) | |
EPS CAGR % | Award Payout (Reflected as % of 2013 PSUs that will Vest in 2014) | |