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EXHIBIT 10.E
MASCO CORPORATION
1997 NON-EMPLOYEE DIRECTORS STOCK PLAN
(Amended and Restated February 10, 2004)
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) Each 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 is terminated by reason of death or
permanent and total disability, the
restrictions on the Restricted Stock will
lapse and such Eligible Director's
rights to the Shares will become vested on
the date of such termination. If an
Eligible Director's term is terminated for
any reason other than death or
permanent and total disability, the
Restricted Stock that has not vested shall
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.
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.
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 is terminated
for any reason other than death or
permanent and total disability at a time when
such Director is entitled to exercise an
outstanding Stock Option, then at any
time or times within three months after
termination such Stock Option may be
exercised as to all or any of the Shares
which the Eligible Director was
entitled to purchase at the date of
termination. That portion of the Stock
Option not exercisable at the time of such
termination shall be forfeited and
transferred back to the Company on the date
of such termination. If an Eligible
Director's term is terminated by reason of
permanent and total disability, such
Stock Option shall continue to become
exercisable and shall remain exercisable
in accordance with its terms and the
provisions of this Plan. If an Eli
