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Exhibit 10.e
MASCO CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Amended and Restated October 27, 2005)
SECTION 1. PURPOSE
The
purpose of this Plan is to ensure that the non-employee Directors
of
Masco Corporation (the "Company") have an equity interest in the
Company and
thereby have a direct and long term interest in the growth and
prosperity of the
Company by payment of part of their compensation in the form of
common stock of
the Company.
SECTION 2. ADMINISTRATION OF THE PLAN
This
Plan will be administered by the Company's Board of Directors
(the
"Board"). The Board shall be authorized to interpret the Plan, to
establish,
amend, and rescind any rules and regulations relating to the Plan
and to make
all other determinations necessary or advisable for the
administration of the
Plan. The Board's interpretation of the terms and provisions of
this Plan shall
be final and conclusive. The Secretary of the Company shall be
authorized to
implement the Plan in accordance with its terms and to take such
actions of a
ministerial nature as shall be necessary to effectuate the intent
and purposes
thereof. The validity, construction and effect of the Plan and any
rules and
regulations relating to the Plan shall be determined in accordance
with the laws
of the State of Michigan and applicable Federal law.
SECTION 3. ELIGIBILITY
Participation will be limited to individuals who are Eligible
Directors, as
hereinafter defined. Eligible Director shall mean any Director of
the Company
who is not an employee of the Company and who receives a fee for
services as a
Director.
SECTION 4. SHARES SUBJECT TO THE PLAN
(a)
Subject to the adjustments set forth below, the aggregate number
of
shares of Company Common Stock, par value $1.00 per share
("Shares"), which may
be the subject of awards issued under the Plan shall be
1,000,000.
(b)
Any Shares to be delivered under the Plan shall be made available
from
newly issued Shares or from Shares reacquired by the Company,
including Shares
purchased in the open market.
(c)
To the extent a Stock Option award, as hereinafter defined,
terminates
without having been exercised, or an award of Restricted Stock, as
hereinafter
defined, is forfeited, the Shares subject to such Stock Option or
Restricted
Stock award shall again be available for distribution in connection
with future
awards under the Plan. Shares equal in number to the Shares
surrendered to the
Company in payment of the option price or withholding taxes (if
any) relating to
or arising in connection with any Restricted Stock or Stock Option
hereunder
shall be added to the number of Shares then available for future
awards under
clause (a) above.
(d)
In the event of any merger, reorganization, consolidation,
recapitalization, stock split, stock dividend, or other change in
corporate
structure affecting the Shares, the aggregate number of Shares
which may be
issued under the Plan, the number of Shares subject to Stock
Options to be
granted under Section 6(a) hereof and the number of Shares subject
to any
outstanding award of Restricted Stock or unexercised Stock Option
shall be
adjusted to avoid enhancement or diminution of the benefits
intended to be made
available hereunder.
SECTION 5. DIRECTOR STOCK COMPENSATION
(a)
The compensation of each Eligible Director for the five year
period
beginning January 1, 1997 shall be payable in part with an award of
Restricted
Stock determined as set forth below, and in part in cash.
Compensation for this
purpose means annual retainer fees but does not include
supplemental retainer
fees for committee positions or fees for attendance at meetings,
which shall be
paid in cash. The portion of compensation payable in Restricted
Stock during the
five year period shall be equal to one-half of the annual
compensation paid to
Eligible Directors in the year immediately prior to the award
multiplied by
five, and the balance of compensation, unless otherwise determined
by the Board,
shall be payable in cash. Each award of Restricted Stock shall vest
in twenty
percent annual installments (disregarding fractional shares) on
January 1 of
each of the five consecutive years following the year in which the
award is
made. Subject to the approval of this Plan by the Company's
stockholders, each
Eligible
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Director on February 18, 1997 is awarded as of that date 6,940
Shares of
Restricted Stock, based on the closing price of the Shares as
reported on the
New York Stock Exchange Composite Tape (the "NYSE") on February 18,
1997. Cash
shall be paid to an Eligible Director in lieu of a fractional
share.
(b)
Subject to the approval of this Plan by the Company's
stockholders,
each Eligible Director who is first elected or appointed to the
Board on or
after the date of the Company's 1997 annual meeting of stockholders
shall
receive, as of the date of such election or appointment, an award
of Restricted
Stock determined in accordance with Section 5(a) for the five year
period
beginning on January 1 of the year in which such election or
appointment
occurred; provided, however, that the price of the Shares used in
determining
the number of Shares of Restricted Stock which shall be issued to
such Eligible
Director shall be the fair market value of the Shares as determined
by the Board
of Directors on the date on which such Eligible Director is elected
or
appointed, and provided, further, that the amount of Restricted
Stock awarded to
any Eligible Director who begins serving as a Director other than
at the
beginning of a calendar year shall be prorated to reflect the
partial service of
the initial year of the Director's term, such proration to be
effected in the
initial vesting.
(c)
Upon the full vesting of any award of Restricted Stock awarded
pursuant
to Section 5(a) or 5(b), each affected Eligible Director shall be
eligible to
receive a new award of Restricted Stock, subject to Section 4. The
number of
Shares subject to such award shall be determined generally in
accordance with
the provisions of Section 5(b); provided, however, that the Board
shall have
sole discretion to adjust the amount of compensation then to be
paid in the form
of Shares and the terms of any such award of Shares. Except as the
Board may
otherwise determine, any increase or decrease in an Eligible
Director's annual
compensation during the period when such Director has an
outstanding award of
Restricted Stock shall be implemented by increasing or decreasing
the cash
portion of such Director's compensation.
(d)
Eligible Director shall be entitled to vote and receive dividends
on
the unvested portion of his or her Restricted Stock, but will not
be able to
obtain a stock certificate or sell, encumber or otherwise transfer
such
Restricted Stock except in accordance with the terms of the
Company's 1991 Long
Term Stock Incentive Plan (the "Long Term Plan"). If an Eligible
Director's term
of service as a director is terminated for any reason other than
death or
permanent and total disability or retirement on or after normal
retirement age
as specified in the Company's Corporate Governance Guidelines, all
shares of
Restricted Stock theretofore awarded to the Eligible Director which
are still
subject to restrictions shall upon such termination be 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 the Eligible Director's termination shall vest on the date
of
termination, based upon the portion of the year during which the
Eligible
Director served as a Director of the Company.
(e)
Notwithstanding the foregoing or clause (g) below, if an
Eligible
Director continues to hold an award of Restricted Stock following
termination of
service as a director (including retirement), the Shares of
Restricted Stock
which remain subject to restrictions shall nonetheless be forfeited
and
transferred back to the Company if the Board at any time thereafter
determines
that the former Director has engaged in any activity detrimental to
the
interests of the Company.
(f)
If an Eligible Director's term is terminated by reason of death
or
permanent and total disability or if following retirement as a
director a former
Director continues to have rights under an Award of Restricted
Stock and
thereafter dies, the restrictions contained in the Award shall
lapse with
respect to such Restricted Stock.
(g)
If an Eligible Director's term is terminated by reason of
retirement on
or after normal retirement age as specified in the Company's
Corporate
Governance Guidelines, the restrictions contained in the Award of
Restricted
Stock shall continue to lapse in the same manner as though the term
had not
terminated.
SECTION 6. STOCK OPTION GRANT
(a)
Subject to approval of this Plan by the Company's stockholders,
each
Eligible Director on the date of such approval will be granted on
such date a
stock option to purchase 8,000 Shares (the "Stock Option").
Thereafter, on the
date of each of the Company's subsequent annual stockholders
meetings, each
person who is or becomes an Eligible Director on that date and
whose service on
the Board will continue after such date shall be granted a Stock
Option, subject
to Section 4, effective as of the date of such meeting.
(b)
Stock Options granted under this Section 6 shall be non-qualified
stock
options and shall have the following terms and conditions.
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1.
Option Price. The option price per Share shall be equal to the
fair
market value of the Shares on the date of grant as determined by
the Board of
Directors.
2.
Term of Option. The term of the Stock Option shall be ten years
from the
date of grant, subject to earlier termination in the event of
termination of
service as an Eligible Director. If an Eligible Director's term of
service as a
director is terminated for any reason other than death, the
Director may
thereafter exercise the Stock Option as provided below, except that
the Board
may terminate the unexercised portion of the Stock Option
concurrently with or
at any time following termination if
