Exhibit 10.b.i
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
Board of Directors granted you an Award of Restricted Stock, pursuant to the
Company's 1997 Non-Employee Directors Stock 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.
TERMS OF 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 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 [number
of shares].
Provided since the date of the Award you have continuously served as an
Eligible Director, as defined in the Plan, the restrictions on 20% 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. In accordance with Section 5(d) of the Plan, if your term as
an Eligible Director should be terminated by reason of your death or permanent
and total disability, or if following retirement from your term as an Eligible
Director you
Page 2 [Date]
thereafter die, the restrictions on all Restricted Stock will lapse and your
rights to the shares will become vested on the date of such termination. If your
term as an Eligible Director terminates by reason of retirement on or after
normal retirement date, the restrictions contained in the Award shall continue
to lapse in the same manner as though your term had not terminated. If your term
as an Eligible Director is terminated for any reason other than death or
permanent and total disability or retirement on or after normal retirement date,
while restrictions remain in effect, the Restricted Stock that has not vested
shall be automatically forfeited and transferred back to the Company; provided,
however, that a pro rata portion of the Restricted Stock which would have vested
on January 1 of the year following the year of such termination shall vest on
the date of termination, based upon the portion of the year during which you
served as an Eligible Director of the Company.
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.
OTHER TERMS AND ACCEPTANCE:
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.
By accepting this Award you: (a) represent that you are familiar with the
provisions of the Plan and agree to its incorporation in this 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 any requirements of
applicable federal and other laws with respect to withholding or providing for
the payment of required taxes; and (c) acknowledge that all of your rights to
this Award are embodied herein and in the Plan.
Section 2 of the Plan provides that the Board of Directors shall have the
authority to make all determinations which may arise in connection with the
Plan. It further provides that the Board's interpretation of the terms and
provisions of the Plan shall be final and conclusive.
This Agreement shall be governed by and interpreted in accordance with
Michigan law.
Page 3 [Date]
Please complete your mailing address and social security number as
indicated below, sign, date and return the copy of this Award Agreement to
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., our Vice President and Secretary, 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,
MASCO CORPORATION
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
I accept and agree to the foregoing.
________________________________
(Signature of Recipient)
________________________________
________________________________
(Mailing Address)
________________________________
(Social Security Number)
Dated:__________________________