SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
MascoTech, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
574670 10 5
(CUSIP Number)
Richard A. Manoogian, 21001 Van Born Road, Taylor, MI 48180
(313) 274-7400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices
and Communications)
February 11, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission . See Rule 13-d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Cover Page Continued on following page)
Page 1 of 5
<PAGE>
1) Name(s) of Reporting Person(s) and S.S. or I.R.S. Identification
Nos. of above Persons
Richard A. Manoogian
###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Source of Funds (See Instructions) PF and OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ __________ ]
6) Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
7) Sole Voting Power - 4,203,076
8) Shared Voting Power - 1,676,760
9) Sole Dispositive Power - 3,993,586
10) Shared Dispositive Power - 1,676,760
11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,336,029
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13) Percent of Class Represented by Amount in Row (11) 14.0*
14) Type of Reporting Person (See Instructions)
IN
* For purposes of calculating this percentage, shares outstanding include
shares deemed beneficially owned by virtue of holding a current right to
acquire shares, shares underlying convertible securities and options
which are currently exercisable or which become exercisable within sixty days.
Page 2 of 5
<PAGE>
The information contained in this Amendment No. 13 supplements
and amends the information contained in the following Items of
the Schedule 13D filed by Richard A. Manoogian relating to the
Common Stock, par value $1.00 per share (the "Common Stock"),
of MascoTech, Inc., a Delaware corporation (the "Issuer"), as
heretofore amended.
Item 5. Interest in Securities of Issuer.
(a) After giving effect to transactions since the date of
the previous amendment to this Schedule 13D, as of August 25,
1999, the reporting person beneficially owned 6,336,029 shares
of Common Stock, of which (i) 3,993,586 shares were owned
directly, (ii) 209,490 shares had been granted under the
restricted stock incentive plans of the Issuer and are still
subject to certain restrictions on disposition as provided in
such plans, (iii) 122,000 shares could be acquired upon the
exercise of options granted under the Issuer's stock option
plan to the extent such options are exercisable on or before
October 24, 1999, (iv) 661,260 shares were owned by the Alex
and Marie Manoogian Foundation, a charitable foundation of
which the reporting person is a director, (v) 224,516 shares
could be acquired by the Alex and Marie Manoogian Foundation
upon the conversion of convertible securities of the Issuer
held by such Foundation, (vi) 995,500 shares were owned by the
Richard and Jane Manoogian Foundation, a charitable foundation
of which the reporting person is a director, (vii) 109,677
shares could be acquired by the Richard and Jane Manoogian
Foundation, a charitable foundation of which the reporting
person is a director, upon conversion of convertible securities
of the Issuer held by such Foundation, and (viii) 20,000 shares
were owned by the Armenian Apostolic Society. To the best of
his knowledge and based on the number of shares of Common Stock
believed to be outstanding as of August 25, 1999, the reporting
person would be deemed to be the beneficial owner of 14.0
percent of the shares of Common Stock. For purposes of
calculating this percentage, shares outstanding include shares
deemed beneficially owned by virtue of holding a current right
to acquire shares, shares underlying convertible securities and
options which are currently exercisable or which become
exercisable within sixty days.
(b) The reporting person has the sole power to vote all
of the shares described in clauses (i) and (ii) of Item 5(a)
above, and the sole power to dispose of the shares described in
clause (i) of Item 5(a) above. The reporting person would have
the sole power to vote and to dispose of the shares described
in clause (iii) of Item 5(a) above upon their acquisition. The
reporting person shares with the other directors voting and
investment power with respect to the 1,656,760 shares owned by
the Foundations described in clause (iv) and (vi) of Item 5(a)
above. The reporting person would also share with the other
directors voting and investment power with respect to the
shares described in clauses (v) and (vii) of Item 5(a) above
upon their acquisition. The reporting person, Christine
Simone, Louise M. Simone and Eugene A. Gargaro, Jr., are the
directors of the Alex and Marie Manoogian Foundation, and the
reporting person, Eugene A. Gargaro, Jr. and Jane Manoogian are
the directors of the Richard and Jane Manoogian Foundation, and
all of the directors have a business address of 21001 Van Born
Road, Taylor, Michigan 48180. To the knowledge of the
undersigned, none of the directors of the Foundations has been
convicted in a criminal proceeding nor have they been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final
order enjoining future violations of, or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws. They are all citizens of
the United States
Page 3 of 5
<PAGE>
of America. The reporting person shares with the thirty-four
(34) other Trustees voting and investment power with respect to
the 20,000 shares owned by the Society described in clause
(viii) of Item 5(a) above. With respect to the other Trustees
of the Society, the reporting person has not inquired with
respect to their involvement in any proceedings or their
addresses or citizenship.
(c) During the sixty day period ended August 25, 1999 no
transactions in the Common Stock occurred, other than the lapse
of restrictions on July 1, 1999 with respect to four thousand,
five hundred (4,500) previously restricted shares (See Item
6).
The reporting person disclaims any beneficial ownership or
interest whatsoever in the shares of the Common Stock or other
securities of the Issuer owned by the Foundations and Society,
and the filing of this Amendment No. 13 to Schedule 13D shall
not be construed as an admission that he is the beneficial
owner of such shares or other securities. Shares of Common
Stock owned by Masco Corporation, of which the reporting person
is Chairman of the Board and Chief Executive Officer, are
separately reported by Masco Corporation.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to the Issuer's 1984 Stock Option Plan and 1991
Long Term Stock Incentive Plan, the reporting person holds
currently exercisable options and options which become
exercisable on or before October 24, 1999 to acquire an
aggregate of 122,000 shares of Common Stock. The option price
is equal to the fair market value of the shares of Common Stock
on the date of the grant and each option is exercisable
cumulatively in installments over a period of ten years and one
day.
In addition to the above described options, the reporting
person also holds awards of restricted shares of Common Stock
pursuant to the Issuer's 1984 Restricted Stock Incentive Plan
and its 1991 Long Term Stock Incentive Plan. Shares awarded
pursuant to these Plans are restricted and held by the Issuer.
Awards to the reporting person generally vest over a period of
ten years contingent upon continued employment and
automatically vest upon death or permanent and total disability
or the occurrence of certain events constituting a change in
control of Masco Corporation or the Issuer. The career
restricted award of 35,000 shares made in 1998 is scheduled to
vest one-third each year following retirement on or after
age 65 (assuming continuous employment from the date of grant
to the date of retirement) but the vesting schedule may be
accelerated based on attainment of target share prices or
target earnings per share amounts. Until the shares vest, the
reporting person may not transfer ownership of such shares but
has the right to vote them. As of August 25, 1999, 209,490
shares of Common Stock awarded to the reporting person under
these Plans remained subject to the restrictions described
herein.
Page 4 of 5
<PAGE>
Item 7. Material to be Filed as Exhibits.
*Exhibit 99.a Option Award Letter dated November 11, 1996
from MascoTech, Inc. to Richard A. Manoogian,
granted pursuant to the MascoTech, Inc. 1991
Long Term Stock Incentive Plan
*Exhibit 99.b Stock Award Letters to Richard A. Manoogian
from MascoTech, Inc. dated March 18, 1994,
February 24, 1995 and November 11, 1996, granted
pursuant to the MascoTech, Inc. 1991 Long Term
Stock Incentive Plan
Exhibit 99.c Restricted Stock Award Agreement between
Richard A. Manoogian and MascoTech, Inc., dated
April 21, 1997, granted pursuant to the
MascoTech, Inc. 1991 Long Term Stock Incentive
Plan
Exhibit 99.d Restricted Stock Award Agreements between
Richard A. Manoogian and MascoTech, Inc., each
dated April 2, 1998, granted pursuant to the
MascoTech, Inc. 1991 Long Term Stock Incentive
Plan.
Exhibit 99.e Career Restricted Stock Award Agreement
between Richard A. Manoogian and MascoTech,
Inc., dated June 19, 1998, granted pursuant to
the MascoTech, Inc. 1991 Long Term Stock
Incentive Plan.
Exhibit 99.f Restricted Stock Award Agreement between
Richard A. Manoogian and MascoTech, Inc., dated
April 19, 1999, granted pursuant to the
MascoTech, Inc. 1991 Long Term Stock Incentive
Plan.
Exhibit 99.g Restricted Stock Award Agreement between
Richard A. Manoogian and MascoTech, Inc., dated
April 23, 1999, granted pursuant to the
MascoTech, Inc. 1991 Long Term Stock Incentive
Plan.
*Exhibit 99.h MascoTech, Inc. 1991 Long Term Stock
Incentive Plan (Restated as of July 15, 1998).
Incorporated by reference to the Exhibits filed
with MascoTech, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998.
*Previously filed
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATE: August 25, 1999
/s/ RICHARD A. MANOOGIAN
Richard Manoogian
Page 5 of 5
EXHIBIT 99.C
Restricted Stock Award Agreement
April 21, 1997
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
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.
<PAGE>
Mr. Richard A. Manoogian
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
<PAGE>
Mr. Richard A. Manoogian
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.
<PAGE>
Mr. Richard A. Manoogian
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/ EUGENE A. GARGARO, JR.
Eugene A. Gargaro, Jr.
Secretary
I accept and agree to the foregoing.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: May 12, 1997
EXHIBIT 99.D
Restricted Stock Award Agreement
April 2, 1998
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
On behalf of the Company, I am pleased to inform you that
on February 17, 1998 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 fifty thousand (50,000) shares of the Company's $1.00 par
value Common Stock (the "Restricted Shares"). This letter and
the attached Appendix (the "Agreement") state the terms of the
Award and contain other provisions which on your acceptance
commit the Company and you, so I urge you to read them
carefully. You should also read the copies of the Plan and
related Prospectus which are available form the Company. I
have enclosed copies of these documents as well as our latest
annual report to stockholders to the extent our records
indicate you may not have previously received them. 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.
Certificates for the shares of stock evidencing the
Restricted Shares 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 Shares, 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.
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, 1999 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 6(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares
<PAGE>
Mr. Richard A. Manoogian
April 2, 1998
Page 2
remain unvested and you should die following retirement from
employment on or after you attain age 65, the restrictions on
all Restricted Shares 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
Restricted Shares as to which restrictions have lapsed will be
forwarded to you or the person or persons entitled to the
shares.
If your employment is terminated for any reason, with or
without cause, while restrictions remain in effect, other than
for a reason referred to in the second preceding paragraph, all
Restricted Shares for which restrictions have not lapsed will
be automatically forfeited to the Company.
Notwithstanding the foregoing, if at any time you 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 Shares for which restrictions have not lapsed
will be forfeited to the Company.
Your acceptance of this Award of Restricted Stock will
acknowledge that you have read all of the terms and conditions
herein and as set forth in the attached Appendix and will
evidence your agreement to all of such terms and conditions and
to the incorporation of the Appendix as part of this Agreement.
Please complete your mailing address and social security
number as indicated below, sign, date and return two copies of
this Award Agreement to Eugene A. Gargaro, Jr., our Secretary,
as soon as possible in order that this Award may become
effective. Since the Restricted Shares 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/ FRANK M. HENNESSEY
Frank M. Hennessey
Chief Executive Officer
<PAGE>
Mr. Richard A. Manoogian
April 2, 1998
Page 3
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: June 9, 1998
<PAGE>
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in 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.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards except as may be evidenced by agreements duly executed
by you and the Company.
By signing the Agreement you acknowledge acceptance of the
Grant and receipt of the documents referred to in the Agreement
and represent that you have read the Plan, are familiar with
its provisions, and agree to its incorporation in the Agreement
and all of the other terms and conditions of the Agreement.
Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired
pursuant to the Grant, as may be requested by the Company or
any of its subsidiaries or affiliated companies.
By accepting the Grant you: (a) agree to comply with the
requirements of applicable federal and other laws with respect
to withholding or providing for the payment of required taxes;
(b) acknowledge that (1) all of your rights to the Grant are
embodied in the Agreement and in the Plan, (2) the Grant and
acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your employment
status is that of an employee-at-will and in particularly that
the Company, its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the
Company) to terminate your employment or other relationship at
any time; and (c) agree that your acceptance represents your
agreement not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one
year from the date of grant unless you have already agreed in
writing to a longer period.
Section 3 of the Plan provides, in part, that the
Committee appointed by the Company's Board of Directors to
administer the Plan shall have the authority to interpret the
Plan and Grant agreements, and decide all questions and settle
all controversies and disputes relating thereto. 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, you and
the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated
companies or any officer, employee or agent of the foregoing
(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
<PAGE>
(1) are within the scope of the Corporate Dispute Resolution
Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or
(3) involves any of the provisions of the Agreement or the Plan
or the provisions of any other option agreements relating to
Company common stock or restricted stock awards 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 shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. 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 required by this
paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit
area or such other location in metropolitan Detroit area as the
parties might agree. The provisions of this paragraph: (a)
shall survive the termination or expiration of this Agreement,
(b) shall be binding upon the Company's and your respective
successors, heirs, personal representatives, designated
beneficiaries and any other person asserting a claim based upon
the Agreement, (c) 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, and (d) may not be modified without the
consent of the Company. Subject to the exception set forth
above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the
right to resort to any federal, state or local court or
administrative agency concerning any such claim and the
decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with
respect to any dispute.
The Agreement shall be governed by and interpreted in
accordance with Michigan law.
<PAGE>
Restricted Stock Award Agreement
April 2, 1998
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
On behalf of the Company, I am pleased to inform you that
on February 17, 1998 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 five thousand three hundred (5,300) shares of the Company's
$1.00 par value Common Stock (the "Restricted Shares"). This
letter and the attached Appendix (the "Agreement") state the
terms of the Award and contain other provisions which on your
acceptance commit the Company and you, so I urge you to read
them carefully. You should also read the copies of the Plan
and related Prospectus which are available form the Company. I
have enclosed copies of these documents as well as our latest
annual report to stockholders to the extent our records
indicate you may not have previously received them. 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.
Certificates for the shares of stock evidencing the
Restricted Shares 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 Shares, 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.
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, 1999 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 6(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares
<PAGE>
Mr. Richard A. Manoogian
April 2, 1998
Page 2
remain unvested and you should die following retirement
from employment on or after you attain age 65, the restrictions
on all Restricted Shares 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
Restricted Shares as to which restrictions have lapsed will be
forwarded to you or the person or persons entitled to the
shares.
If your employment is terminated for any reason, with or
without cause, while restrictions remain in effect, other than
for a reason referred to in the second preceding paragraph, all
Restricted Shares for which restrictions have not lapsed will
be automatically forfeited to the Company.
Notwithstanding the foregoing, if at any time you 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 Shares for which restrictions have not lapsed
will be forfeited to the Company.
Your acceptance of this Award of Restricted Stock will
acknowledge that you have read all of the terms and conditions
herein and as set forth in the attached Appendix and will
evidence your agreement to all of such terms and conditions and
to the incorporation of the Appendix as part of this Agreement.
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 Shares 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/ EUGENE A. GARGARO, JR.
Eugene A. Gargaro, Jr.
Secretary
<PAGE>
Mr. Richard A. Manoogian
April 2, 1998
Page 3
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: April 8, 1998
<PAGE>
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in 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.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards except as may be evidenced by agreements duly executed
by you and the Company.
By signing the Agreement you acknowledge acceptance of the
Grant and receipt of the documents referred to in the Agreement
and represent that you have read the Plan, are familiar with
its provisions, and agree to its incorporation in the Agreement
and all of the other terms and conditions of the Agreement.
Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired
pursuant to the Grant, as may be requested by the Company or
any of its subsidiaries or affiliated companies.
By accepting the Grant you: (a) agree to comply with the
requirements of applicable federal and other laws with respect
to withholding or providing for the payment of required taxes;
(b) acknowledge that (1) all of your rights to the Grant are
embodied in the Agreement and in the Plan, (2) the Grant and
acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your employment
status is that of an employee-at-will and in particularly that
the Company, its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the
Company) to terminate your employment or other relationship at
any time; and (c) agree that your acceptance represents your
agreement not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one
year from the date of grant unless you have already agreed in
writing to a longer period.
Section 3 of the Plan provides, in part, that the
Committee appointed by the Company's Board of Directors to
administer the Plan shall have the authority to interpret the
Plan and Grant agreements, and decide all questions and settle
all controversies and disputes relating thereto. 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, you and
the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated
companies or any officer, employee or agent of the foregoing
(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
<PAGE>
(1) are within the scope of the Corporate Dispute Resolution
Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or
(3) involves any of the provisions of the Agreement or the Plan
or the provisions of any other option agreements relating to
Company common stock or restricted stock awards 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 shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. 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 required by this
paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit
area or such other location in metropolitan Detroit area as the
parties might agree. The provisions of this paragraph: (a)
shall survive the termination or expiration of this Agreement,
(b) shall be binding upon the Company's and your respective
successors, heirs, personal representatives, designated
beneficiaries and any other person asserting a claim based upon
the Agreement, (c) 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, and (d) may not be modified without the
consent of the Company. Subject to the exception set forth
above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the
right to resort to any federal, state or local court or
administrative agency concerning any such claim and the
decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with
respect to any dispute.
The Agreement shall be governed by and interpreted in
accordance with Michigan law.
EXHIBIT 99.E
Career Restricted Stock Award Agreement
June 19, 1998
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
On behalf of the Company, we are pleased to inform you
that on February 17, 1998 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 thirty five thousand (35,000) shares of the
Company's $1.00 par value Common Stock (the "Restricted
Shares"). This letter and the attached Appendix (the
"Agreement") state the terms of the Award and contain other
provisions which on your acceptance commit the Company and you,
so we urge you to read them carefully. You should also read
the copies of the Plan and related Prospectus which are
available form the Company. We have enclosed copies of these
documents as well as our latest annual report to stockholders
to the extent our records indicate you may not have previously
received them. 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.
Certificates for the shares of stock evidencing the
Restricted Shares 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 Shares, 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.
Restrictions on the Restricted Shares shall lapse in the
following manner:
(a) If since the date of the Award you have been
continuously employed until the date of your
retirement on or after age 65, the restrictions as to
one-third of the Restricted Shares then unvested
(rounded down to the nearest whole share) will
automatically lapse on each January 14 following the
date of your retirement from employment, but only if
the effect of this sentence will result in
restrictions lapsing sooner on a larger number of
shares than would otherwise occur under the
provisions of subparagraphs (i), (ii) or (iii) of
paragraph (b) below.
<PAGE>
Mr. Richard A. Manoogian
June 19, 1998
Page 2
(b) Notwithstanding the foregoing, if one or more of the
conditions contained in subparagraphs (i), (ii) or
(iii) below are achieved, restrictions on the
Restricted Shares shall lapse as though such
conditions had been achieved retroactively on or
before January 14, 1999, (1) in installments of 10%
of the Restricted Shares on each of January 14, 1999
and January 14, 2000, and (2) only to the extent
restrictions on additional Restricted Shares are
permitted by such subparagraphs to lapse, 10% of the
Restricted Shares on January 14 of each succeeding
year until January 14, 2008 at which time
restrictions on the final 10% of the Restricted
Shares shall lapse.
(i) If either (A) the Earnings Requirement for 1998
is met, or (B) for 10 trading days at any time
on or before the close of business on
February 17, 1999 during a 90 day period the
shares shall attain a closing price, as
reflected on the New York Stock Exchange
Composite Tape or if not listed on the exchange
upon such other exchange or market on which the
Common Stock is traded, of $25 or more per
share, restrictions on 20% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing paragraph
(b).
(ii) If either (A) the Earnings Requirement for 1999
is met, or (B) for 10 trading days at any time
on or before the close of business on
February 17, 2000 during a 90 day period the
shares shall attain a closing price, reflected
as provided in (i) above, of $30 or more per
share, restrictions on 20% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing
paragraph (b). If neither of the conditions
stated in subparagraph (i) above are satisfied,
but either the Cumulative Earnings Requirement
for 1998 and 1999 is satisfied, or the condition
stated in clause (B) of the preceding sentence
is satisfied, then restrictions on 40% of the
Restricted Shares rather than 20% shall lapse
under this subparagraph (ii).
(iii) If (A) either the Earnings Requirement for
2000 is met or (B) for 10 trading days at any
time on or before the close of business on
February 17, 2001, during a 90 day period the
shares shall attain a closing price, reflected
as provided in (i) above, of $35 or more per
share, restrictions on 60% of the Restricted
Shares shall lapse in accordance with the
schedule set forth in the foregoing
paragraph (b). If at the time either of the
conditions stated in the preceding sentence is
satisfied restrictions have not lapsed in the
aggregate on 40% of the Restricted Shares under
subparagraphs (i) and (ii) above, and if either
the Cumulative Earnings Requirement for 1998,
1999 and 2000 is satisfied or the condition
stated in clause (B) of the preceding sentence
is satisfied, then restrictions on all
Restricted Shares for which restrictions have
not theretofore lapsed shall
<PAGE
Mr. Richard A. Manoogian
June 19, 1998
Page 3
lapse in accordance with the schedule set forth in
the foregoing paragraph (b).
The "Earnings Requirement" and "Cumulative Earnings
Requirement" for any period shall mean earnings per common
share of the Company for such period, shall be calculated in
each case in accordance with generally accepted accounting
principles on a comparable basis and shall exclude, to the
extent deemed appropriate by the Compensation Committee of the
Board of Directors, nonrecurring or other unusual items of
income and expense. The "Earnings Requirement" for any year
shall be determined on a calendar year basis, the "Cumulative
Earnings Requirement" for multiple years shall be determined on
a combined basis for such years as a single accounting period
and in each case are as follows:
1998 1999 2000
Earnings Requirement $1.80 $2.10 $2.50
1998 and 1999 1998, 1999 and2000
Cumulative Earnings Requirement $3.90 $6.40
For purposes of the foregoing provisions, the percentage
of Restricted Shares for which restrictions lapse shall be
based on the initial number of Restricted Shares awarded, and
in no event may restrictions on more than 100% of the
Restricted Shares lapse. If your employment is terminated for
any reason, with or without cause, prior to restrictions on
Restricted Shares lapsing under the foregoing subparagraphs of
paragraph (b) above, any retroactive vesting of such Restricted
Shares under paragraph (b) above to a date prior to your
termination of employment shall not reinstate any right to such
Restricted Shares which you otherwise may have lost as a result
of such termination of employment.
In accordance with Section 6(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares remain unvested and you should die following retirement
from employment on or after you attain age 65, the restrictions
on all Restricted Shares will lapse and your rights to the
shares will become vested on the date of such termination or
death.
As restrictions lapse, a certificate for the number of
Restricted Shares as to which restrictions have lapsed will be
forwarded to you or the person or persons entitled to the
shares.
If your employment is terminated for any reason, with or
without cause, other than retirement on or after age 65 or for
a reason referred to in the second preceding paragraph, all
Restricted Shares for which restrictions have not lapsed will
be automatically forfeited to the Company.
Notwithstanding the foregoing, if at any time you engage
in an activity following your termination of employment which
in the sole judgment of the Committee is detrimental to the
<PAGE>
Mr. Richard A. Manoogian
June 19, 1998
Page 4
interests of the Company, a subsidiary or affiliated company,
all Restricted Shares for which restrictions have not lapsed
will be forfeited to the Company.
Your acceptance of this Award of Restricted Stock will
acknowledge that you have read all of the terms and conditions
herein and as set forth in the attached Appendix and will
evidence your agreement to all of such terms and conditions and
to the incorporation of the Appendix as part of this Agreement.
Please complete your mailing address and social security
number as indicated below, sign, date and return one copy of
this Award Agreement to Eugene A. Gargaro, Jr., our Secretary,
as soon as possible in order that this Award may become
effective. Since the Restricted Shares cannot be registered in
your name until we receive the signed copy 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/ FRANK M. HENNESSEY
Frank M. Hennessey
Chief Executive Officer
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: July 8, 1998
<PAGE>
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in 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.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards except as may be evidenced by agreements duly executed
by you and the Company.
By signing the Agreement you acknowledge acceptance of the
Grant and receipt of the documents referred to in the Agreement
and represent that you have read the Plan, are familiar with
its provisions, and agree to its incorporation in the Agreement
and all of the other terms and conditions of the Agreement.
Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired
pursuant to the Grant, as may be requested by the Company or
any of its subsidiaries or affiliated companies.
By accepting the Grant you: (a) agree to comply with the
requirements of applicable federal and other laws with respect
to withholding or providing for the payment of required taxes;
(b) acknowledge that (1) all of your rights to the Grant are
embodied in the Agreement and in the Plan, (2) the Grant and
acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your employment
status is that of an employee-at-will and in particularly that
the Company, its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the
Company) to terminate your employment or other relationship at
any time; and (c) agree that your acceptance represents your
agreement not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one
year from the date of grant unless you have already agreed in
writing to a longer period.
Section 3 of the Plan provides, in part, that the
Committee appointed by the Company's Board of Directors to
administer the Plan shall have the authority to interpret the
Plan and Grant agreements, and decide all questions and settle
all controversies and disputes relating thereto. 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, you and
the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated
companies or any officer, employee or agent of the foregoing
(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
<PAGE>
(1) are within the scope of the Corporate Dispute Resolution
Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or
(3) involves any of the provisions of the Agreement or the Plan
or the provisions of any other option agreements relating to
Company common stock or restricted stock awards 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 shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. 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 required by this
paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit
area or such other location in metropolitan Detroit area as the
parties might agree. The provisions of this paragraph: (a)
shall survive the termination or expiration of this Agreement,
(b) shall be binding upon the Company's and your respective
successors, heirs, personal representatives, designated
beneficiaries and any other person asserting a claim based upon
the Agreement, (c) 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, and (d) may not be modified without the
consent of the Company. Subject to the exception set forth
above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the
right to resort to any federal, state or local court or
administrative agency concerning any such claim and the
decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with
respect to any dispute.
The Agreement shall be governed by and interpreted in
accordance with Michigan law.
EXHIBIT 99.F
Restricted Stock Award Agreement
April 19, 1999
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
On behalf of the Company, I am pleased to inform you that
on February 16, 1999 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 seven thousand three hundred (7,300) shares of the Company's
$1.00 par value Common Stock (the "Restricted Shares"). This
letter and the attached Appendix (the "Agreement") state the
terms of the Award and contain other provisions which on your
acceptance commit the Company and you, so I urge you to read
them carefully. You should also read the copies of the Plan
and related Prospectus which are available form the Company. I
have enclosed copies of these documents as well as our latest
annual report to stockholders to the extent our records
indicate you may not have previously received them. 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.
Certificates for the shares of stock evidencing the
Restricted Shares 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 Shares, 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.
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, 2000 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 6(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares
<PAGE>
Mr. Richard A. Manoogian
April 19, 1999
Page 2
remain unvested and you should die following retirement
from employment on or after you attain age 65, the restrictions
on all Restricted Shares 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
Restricted Shares as to which restrictions have lapsed will be
forwarded to you or the person or persons entitled to the
shares.
If your employment is terminated for any reason, with or
without cause, while restrictions remain in effect, other than
for a reason referred to in the second preceding paragraph, all
Restricted Shares for which restrictions have not lapsed will
be automatically forfeited to the Company.
Notwithstanding the foregoing, if at any time you 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 Shares for which restrictions have not lapsed
will be forfeited to the Company.
Your acceptance of this Award of Restricted Stock will
acknowledge that you have read all of the terms and conditions
herein and as set forth in the attached Appendix and will
evidence your agreement to all of such terms and conditions and
to the incorporation of the Appendix as part of this Agreement.
Please complete your mailing address and social security
number as indicated below, sign, date and return one copy of
this Award Agreement to Eugene A. Gargaro, Jr., our Secretary,
as soon as possible in order that this Award may become
effective. Since the Restricted Shares cannot be registered in
your name until we receive the signed copy 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/ FRANK M. HENNESSEY
Frank M. Hennessey
Chief Executive Officer
<PAGE>
Mr. Richard A. Manoogian
April 19, 1999
Page 3
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: May 7, 1999
<PAGE
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in 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.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards except as may be evidenced by agreements duly executed
by you and the Company.
By signing the Agreement you acknowledge acceptance of the
Grant and receipt of the documents referred to in the Agreement
and represent that you have read the Plan, are familiar with
its provisions, and agree to its incorporation in the Agreement
and all of the other terms and conditions of the Agreement.
Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired
pursuant to the Grant, as may be requested by the Company or
any of its subsidiaries or affiliated companies.
By accepting the Grant you: (a) agree to comply with the
requirements of applicable federal and other laws with respect
to withholding or providing for the payment of required taxes;
(b) acknowledge that (1) all of your rights to the Grant are
embodied in the Agreement and in the Plan, (2) the Grant and
acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your employment
status is that of an employee-at-will and in particularly that
the Company, its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the
Company) to terminate your employment or other relationship at
any time; and (c) agree that your acceptance represents your
agreement not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one
year from the date of grant unless you have already agreed in
writing to a longer period.
Section 3 of the Plan provides, in part, that the
Committee appointed by the Company's Board of Directors to
administer the Plan shall have the authority to interpret the
Plan and Grant agreements, and decide all questions and settle
all controversies and disputes relating thereto. 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, you and
the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated
companies or any officer, employee or agent of the foregoing
(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
<PAGE>
(1) are within the scope of the Corporate Dispute Resolution
Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or
(3) involves any of the provisions of the Agreement or the Plan
or the provisions of any other option agreements relating to
Company common stock or restricted stock awards 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 shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. 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 required by this
paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit
area or such other location in metropolitan Detroit area as the
parties might agree. The provisions of this paragraph: (a)
shall survive the termination or expiration of this Agreement,
(b) shall be binding upon the Company's and your respective
successors, heirs, personal representatives, designated
beneficiaries and any other person asserting a claim based upon
the Agreement, (c) 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, and (d) may not be modified without the
consent of the Company. Subject to the exception set forth
above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the
right to resort to any federal, state or local court or
administrative agency concerning any such claim and the
decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with
respect to any dispute.
The Agreement shall be governed by and interpreted in
accordance with Michigan law.
EXHIBIT 99.G
Restricted Stock Award Agreement
April 23, 1999
Mr. Richard A. Manoogian
21001 Van Born Road
Taylor, Michigan 48180
Dear Mr. Manoogian:
On behalf of the Company, I am pleased to inform you that
on February 16, 1999 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 seventy-two thousand (72,000) shares of the Company's $1.00
par value Common Stock (the "Restricted Shares"). This letter
and the attached Appendix (the "Agreement") state the terms of
the Award and contain other provisions which on your acceptance
commit the Company and you, so I urge you to read them
carefully. You should also read the copies of the Plan and
related Prospectus which are available form the Company. I
have enclosed copies of these documents as well as our latest
annual report to stockholders to the extent our records
indicate you may not have previously received them. 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.
Certificates for the shares of stock evidencing the
Restricted Shares 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 Shares, 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.
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, 2000 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 6(c)(iv) of the Plan, if your
employment should be terminated by reason of your death or
permanent and total disability or if unforfeited Restricted
Shares
<PAGE>
Mr. Richard A. Manoogian
April 23, 1999
Page 2
remain unvested and you should die following retirement
from employment on or after you attain age 65, the restrictions
on all Restricted Shares 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
Restricted Shares as to which restrictions have lapsed will be
forwarded to you or the person or persons entitled to the
shares.
If your employment is terminated for any reason, with or
without cause, while restrictions remain in effect, other than
for a reason referred to in the second preceding paragraph, all
Restricted Shares for which restrictions have not lapsed will
be automatically forfeited to the Company.
Notwithstanding the foregoing, if at any time you 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 Shares for which restrictions have not lapsed
will be forfeited to the Company.
Your acceptance of this Award of Restricted Stock will
acknowledge that you have read all of the terms and conditions
herein and as set forth in the attached Appendix and will
evidence your agreement to all of such terms and conditions and
to the incorporation of the Appendix as part of this Agreement.
Please complete your mailing address and social security
number as indicated below, sign, date and return one copy of
this Award Agreement to Eugene A. Gargaro, Jr., our Secretary,
as soon as possible in order that this Award may become
effective. Since the Restricted Shares cannot be registered in
your name until we receive the signed copy 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/ FRANK M. HENNESSEY
Frank M. Hennessey
Chief Executive Officer
<PAGE>
Mr. Richard A. Manoogian
April 23, 1999
Page 3
I accept and agree to the foregoing terms and conditions and
the terms and conditions contained in the attached Appendix.
/s/ RICHARD A. MANOOGIAN
(Signature of Recipient)
21001 Van Born Road
Taylor, Michigan 48180
###-##-####
(Social Security Number)
Dated: May 7, 1999
<PAGE>
Appendix to Award Agreement
In consideration of the award of Restricted Shares (the
"Grant") contained in the foregoing letter agreement into which
this Appendix is incorporated (the "Agreement"), you agree
that, with respect to all other awards of options and
restricted stock or phantom stock awards or stock appreciation
rights (the "Awards") which you have previously been granted
under the 1991 Long Term Stock Incentive Plan (the "Plan") of
MascoTech, Inc. (the "Company") and similar Awards under all
other plans of the Company and affiliated or formerly
affiliated employers, the definition of "Change in 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.
The Company and you agree that all of the terms and
conditions of the Grant are reflected in the Agreement and in
the Plan, and that there are no other commitments or
understandings currently outstanding with respect to any other
Awards except as may be evidenced by agreements duly executed
by you and the Company.
By signing the Agreement you acknowledge acceptance of the
Grant and receipt of the documents referred to in the Agreement
and represent that you have read the Plan, are familiar with
its provisions, and agree to its incorporation in the Agreement
and all of the other terms and conditions of the Agreement.
Such acceptance, moreover, evidences your agreement promptly to
provide such information with respect to shares acquired
pursuant to the Grant, as may be requested by the Company or
any of its subsidiaries or affiliated companies.
By accepting the Grant you: (a) agree to comply with the
requirements of applicable federal and other laws with respect
to withholding or providing for the payment of required taxes;
(b) acknowledge that (1) all of your rights to the Grant are
embodied in the Agreement and in the Plan, (2) the Grant and
acceptance of the Grant does not imply any commitment by the
Company, a subsidiary or affiliated company to your continued
employment or consulting relationship and (3) your employment
status is that of an employee-at-will and in particularly that
the Company, its subsidiary or affiliated company has a
continuing right with or without cause (unless otherwise
specifically agreed to in writing executed by you and the
Company) to terminate your employment or other relationship at
any time; and (c) agree that your acceptance represents your
agreement not to terminate voluntarily your current employment
(or consulting arrangement, if applicable) for at least one
year from the date of grant unless you have already agreed in
writing to a longer period.
Section 3 of the Plan provides, in part, that the
Committee appointed by the Company's Board of Directors to
administer the Plan shall have the authority to interpret the
Plan and Grant agreements, and decide all questions and settle
all controversies and disputes relating thereto. 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, you and
the Company agree that if for any reason a claim is asserted
against the Company or any of its subsidiaries or affiliated
companies or any officer, employee or agent of the foregoing
(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
<PAGE>
(1) are within the scope of the Corporate Dispute Resolution
Policy (the terms of which are incorporated herein);
(2) subverts the provisions of Section 3 of the Plan; or
(3) involves any of the provisions of the Agreement or the Plan
or the provisions of any other option agreements relating to
Company common stock or restricted stock awards 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 shall be the sole and exclusive
remedy to resolve all disputes, claims or controversies which
are set forth above. 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 required by this
paragraph shall take place at the offices of the American
Arbitration Association located in the metropolitan Detroit
area or such other location in metropolitan Detroit area as the
parties might agree. The provisions of this paragraph: (a)
shall survive the termination or expiration of this Agreement,
(b) shall be binding upon the Company's and your respective
successors, heirs, personal representatives, designated
beneficiaries and any other person asserting a claim based upon
the Agreement, (c) 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, and (d) may not be modified without the
consent of the Company. Subject to the exception set forth
above, you and the Company acknowledge that neither of us nor
any other person asserting a claim described above has the
right to resort to any federal, state or local court or
administrative agency concerning any such claim and the
decision of the arbitrator shall be a complete defense to any
action or proceeding instituted in any tribunal or agency with
respect to any dispute.
The Agreement shall be governed by and interpreted in
accordance with Michigan law.
