Equity Awards

The Company maintains three long-term equity incentive plans, the 2011 TriMas Corporation Omnibus Incentive Compensation Plan ("2011 Plan"), the TriMas Corporation 2006 Long Term Equity Incentive Plan ("2006 Plan") and the 2002 Long Term Equity Incentive Plan ("2002 Plan", collectively the "Plans"). The 2011 Plan provides for the issuance of equity-based incentives in various forms, of which a total of 850,000 shares have been approved for issuance. The 2006 Plan provides for the issuance of equity-based incentives in various forms for up to an aggregate of 2,435,877 shares of the Company's common stock, of which up to 500,000 shares may be granted as incentive stock options. The 2002 Plan provides for the issuance of equity-based incentives in various forms, of which a total of 1,786,123 shares have been approved for issuance. In general, stock options and stock appreciation rights have a fungible ratio of 1:1 (one granted option/appreciation right counts as one share against the aggregate available to issue) under the Plans, while other forms of equity grants, including restricted shares of common stock, have a fungible ratio of 1:1 under the 2002 Plan, 2:1 under the 2006 Plan and 1.75:1 under the 2011 Plan. See below for details of awards under the Plans by type.

Stock Options

In 2011, the Company granted 17,030 stock options to certain key employees, each of which may be used to purchase one share of the Company's common stock. These stock options have a ten year life, vest ratably over three years from date of grant, have an exercise price of $21.55 and had a weighted-average fair value at grant date of $9.17. The fair value of these options at the grant date was estimated using the Black-Scholes option pricing model using the following weighted-average assumptions: expected life of 6 years, risk-free interest rate of 2.6% and expected volatility of 40%.

In 2010, the Company granted 97,870 stock options to certain key employees, each of which may be used to purchase one share of the Company's common stock. These stock options have a ten year life, vest ratably over three years from date of grant, have an exercise price of $6.09 and had a weighted-average fair value at grant date of $2.60. The fair value of these options at the grant date was estimated using the Black‑Scholes option pricing model using the following weighted‑average assumptions: expected life of 6 years, risk-free interest rate of 2.7% and expected volatility of 40%.

In 2009, the Company granted 1,130,500 stock options to certain employees and non-employee directors, each of which may be used to purchase one share of the Company's common stock. These stock options have a ten year life, vest ratably over three years from date of grant, have exercise prices ranging from $1.01 to $1.61 and had a weighted-average fair value at grant date of $0.45. The fair value of these options at the grant date was estimated using the Black-Scholes option pricing model using the following weighted-average assumptions: expected life of 6 years, risk-free interest rate ranging from 2.01% to 2.22% and expected volatility of 40%.

Information related to stock options at December 31, 2011 is as follows:



	Number of Stock Options		Weighted Average Option Price		Average Remaining Contractual Life(Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2011	1,742,086		$	10.24
Granted	17,030		21.55
Exercised	(460,268	)	2.15
Cancelled	(27,699	)	11.67
Outstanding at December 31, 2011	1,271,149		$	13.29	4.6	$	8,722,210

As of December 31, 2011, 841,296 stock options were exercisable under the Plans. In addition, the fair value of options which vested during the years ended December 31, 2011 and 2010 was $0.3 million and $0.2 million, respectively. As of December 31, 2011, there was approximately $40 thousand of unrecognized compensation cost related to stock options that is expected to be recorded over a weighted‑average period of 0.2 years.

The Company recognized approximately $0.3 million of stock based compensation expense related to options for each of the years ended December 31, 2011, 2010 and 2009, respectively. The stock-based compensation expense is included in selling, general and administrative expenses in the accompanying statement of operations.

Restricted Shares

In 2011, the Company awarded five different restricted stock grants. First, the Company granted 49,360 restricted shares of common stock to certain employees which are subject only to a service condition and vest ratably over three years so long as the employee remains with the Company.

Secondly, the Company awarded 81,851 restricted shares of common stock to certain employees which are also subject only to a service condition and vest on the first anniversary date of the award. These awards were made to participants in the Company's short-term Incentive Compensation Plan ("ICP"), where, beginning in the 2010 plan year, all ICP participants whose target ICP annual award exceeds $20 thousand receive 80% of the value earned in cash. The remaining 20% is given in the form of a restricted stock award upon finalization of the awards amount in the first quarter each year, following the previous plan year.

The Company also awarded 81,680 restricted shares to certain Company officers during 2011. Half of the shares are subject to a performance condition and are earned based upon the Company achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, where 50% of the restricted shares vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met (the "EPS Vesting Date") and the remaining 50% vest in two equal parts on the first and second anniversary of the EPS Vesting Date, all subject to continued employment as of each vesting date. The other half of the shares are subject to market conditions and are earned based upon the Company's stock price closing at or above each of $30 and $35 per share for 30 consecutive trading days (20,420 shares subject to each target stock price), with the last such trading day occurring on or prior to September 30, 2013. Once the target stock price is met, 50% of the restricted shares immediately vest and the remaining 50% vest in two equal parts on the first and second anniversary of the date on which the respective trading threshold is met, all subject to continued employment as of each vesting date. The Company estimated the grant-date fair value and estimated term of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 1.0% and expected volatility of 70%.

In addition, the Company granted 19,392 restricted shares of its common stock to it non-employee independent directors, which vest one year from date of grant so long as the director and/or Company does not terminate his services prior to the vesting date.

Lastly, the Company allows for its non-employee independent directors to make an annual election to defer all or a portion of their director fees and to receive the deferred amount in cash or equity. Two directors have elected to defer their director fees and to receive the amount in Company common stock at a future date. The Company issued 9,123 and 13,991 shares in 2011 and 2010, respectively, related to director fee deferrals.

In 2010, the Company granted 128,090 restricted shares of common stock to certain employees. These restricted shares are subject only to a service condition, vesting ratably over three years so long as the employee remains with the Company.

In 2009, the Company offered certain employees the voluntary option to convert a portion of their performance based cash bonus into restricted stock awards. As a part of this offering, the Company granted 216,820 restricted shares of its common stock, which vest ratably over an approximate four month period from the date of grant, and are subject to a service condition that employee remains with the Company through the vesting period and performance conditions that are identical to the cash bonus criteria. For employees that elected this option, the Company made an additional grant to each employee totaling 102,840 restricted shares. This secondary grant vests ratably over an approximate sixteen month period and is subject to the same performance conditions as the restricted shares converted from the cash bonus and requires the employee to remain with the Company through the vesting period. The performance conditions assumed in these restricted stock grants were met as of December 31, 2009. As of the date of grant, the Company reclassified accrued liabilities of approximately $0.8 million related to cash compensation expense recognized prior to the date of grant to paid in capital, as the amount was to be paid in restricted shares of stock rather than in cash.

Information related to restricted shares at December 31, 2011 is as follows:



	Number of Unvested Restricted Shares		Weighted Average Grant Date Fair Value		Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2011	263,209		$	7.03
Granted	241,406		19.41
Vested	(163,824	)	6.11
Cancelled	(8,748	)	16.00
Outstanding at December 31, 2011	332,043		$	16.25	1.70	$	5,960,710

As of December 31, 2011, there was approximately $1.9 million of unrecognized compensation cost related to unvested restricted shares that is expected to be recorded over a weighted‑average period of 1.5 years.

The Company recognized stock-based compensation expense related to restricted shares of approximately $3.2 million, $1.9 million and $0.3 million for the years ended December 31,2011, 2010 and 2009, respectively. The stock‑based compensation expense is included in selling, general and administrative expenses in the accompanying statement of operations.