Masco Corporation Enhancement Letter for 1991 Long Term Stock Incentive Plan Award Holders

Summary

Masco Corporation informs holders of stock options and restricted stock under its 1991 Long Term Stock Incentive Plan about enhancements to their awards. These changes align the 1991 Plan with the newer 2005 Plan, including extending the exercise period after voluntary employment termination to 30 days, immediate vesting and extended exercisability in case of permanent disability, and an updated definition of 'Excluded Director' for change in control situations. The letter outlines these key updates and is signed by company executives.

EX-10.A.V 6 k49882exv10wawv.htm EX-10.A.V exv10wawv
         
Exhibit 10.a(v)
[For holders of awards under the 1991 Plan]
Masco Letterhead
Date
Name
<Address1>
<Address2>
<Address3>
RE:   Enhancements to Awards under the 1991 Long Term Stock Incentive Plan
Dear <Salutation>:
As you may know, the Company recently adopted the 2005 Long Term Stock Incentive Plan (the “2005 Plan”). We are pleased to inform you that the Organization and Compensation Committee of the Board of Directors approved the following enhancements to outstanding awards of stock options and restricted stock under the 1991 Long Term Stock Incentive Plan (the “1991 Plan”) in order to conform them to the 2005 Plan.
If you voluntarily terminate your employment, you will have thirty days to exercise any option that is then exercisable; the original exercise period under these circumstances was 10 days. If your employment terminates as a result of your permanent and total disability, all unexercisable installments of an option will immediately become exercisable and will remain exercisable until the earlier of the expiration of their original term or one year after death. Previously, in this situation the Option would continue to vest in accordance with its terms.
For purposes of a “Change in Control” under the 1991 Plan, the definition of “Excluded Director” (i.e., a director who is deemed not to be an incumbent director) will also include directors whose initial assumption of office occurs as a result of certain actual or threatened election contests not by or on behalf of the Board.
Very truly yours,
         
 
 
       
Richard A. Manoogian
      Alan H. Barry
Chairman of the Board and
      President and
Chief Executive Officer
      Chief Operating Officer