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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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TriMas Corporation
(Name of Registrant as Specified In Itsin its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other thanOther Than the Registrant)
   
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TriMas Corporation
NOTICE OF 20122016 ANNUAL MEETING OF SHAREHOLDERS
To be held May 10, 201212, 2016

To the Shareholders of TriMas Corporation:
The 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of TriMas Corporation (the "Company"“Company”) will be held on Thursday, May 10, 201212, 2016 at TriMas Corporation headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, at 8:00 a.m., Eastern Time for the following purposes:
1.To elect two directors to serve until the Annual Meeting of Shareholders in 2015;2019;
2.To ratify the appointment of KPMGDeloitte & Touche LLP (“Deloitte”) as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2012;2016;
3.To re-approve the material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan; and
3.4.To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on March 14, 201215, 2016 as the record date (“Record Date”) for determining the shareholders that are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.
 By Order of the Board of Directors
  
 /s/ Joshua A. Sherbin
 Joshua A. Sherbin
Senior Vice President, General Counsel and Corporate Secretary
Bloomfield Hills, Michigan
This notice of Annual Meeting, and proxy statement and form of proxy are being distributed and made available on or about April 3, 2012.6, 2016.
Even if you intend to be present at the Annual Meeting in person, please sign and date the enclosed proxy card or voting instruction card and return it in the accompanying envelope, or vote via telephone or Internet (as indicated on your proxy card or voting instruction card), to ensure the presence of a quorum. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time before it has been voted at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 201212, 2016

The Proxy Statement and 20112015 Annual Report of TriMas Corporation are available at:
http://www.trimascorp.com/2012proxyir.trimascorp.com











Dear Fellow Shareholders,

As stewards of your company, we focus on achieving long-term performance objectives and creating value for our shareholders through the execution of focused business strategies, risk management, talent and succession planning, and oversight.

2015 was an important transitional year for TriMas, Corporationmarked by the successful spin-off of the Cequent businesses into Horizon Global Corporation. While we are smaller, we are now more focused with the opportunity to grow faster, operate more profitably, and provide greater value for our shareholders. The marketplace presented some challenges and we have taken timely action in response to improve TriMas going forward. The business tactics we employ may differ depending on the year, but our strategic priorities remain consistent: generating profitable growth, enhancing margins, optimizing resource and capital allocations, and striving to be a workplace of choice. We are focused on the areas that will drive value for our customers, employees, and shareholders. We remain well-positioned for a successful future.

39400 Woodward Avenue, Suite 130We encourage you to read this proxy and our 2015 Annual Report and learn more about TriMas online at www.trimascorp.com. There you will find further information about our performance and how we are working to increase shareholder value.
Bloomfield Hills, Michigan 48304
Finally, we want to encourage you to vote - regardless of the size of your holdings. Every vote is important and your participation helps us do a better job of listening and acting on what matters to you as a shareholder. You can cast your vote online, by telephone, or by using a printed proxy card as outlined in this document.

On behalf of all of us at TriMas, thank you for your continued support and share ownership.


/s/ Samuel Valenti
/s/ David M. Wathen
Samuel Valenti IIIDavid M. Wathen
Chairman of the BoardPresident and Chief Executive Officer


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PROXY STATEMENT FOR 20122016 ANNUAL MEETING OF SHAREHOLDERS

This proxy statement contains information regarding the 2016 Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) of TriMas Corporation (the "Company"(“TriMas” or the “Company”) to be held at 8:00 a.m., Eastern Time on Thursday, May 10, 201212, 2016 at TriMas headquarters, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304. The Company'sCompany’s Board of Directors (the "Board"“Board”) is soliciting proxies for use at such meeting and at any adjournment or postponement of such meeting. The Company first mailed this proxy statement to its shareholders on or about April 3, 2012.6, 2016. The Company will bear the cost of soliciting proxies.

ABOUT THE MEETINGProxy Summary

What is the purposeThis summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the Annual Meeting?
At the Annual Meeting, holders of the Company's common stock (the "Voting Stock") will act upon the matters outlined in the accompanying Notice of Annual Meeting, including: to elect two directors to serve until the Annual Meeting in 2015; to ratify the appointment of KPMG LLP ("KPMG") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012; and to transact such other business as may properly come before the meeting.
In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders. The Company expects that representatives of KPMG, the Company's independent registered public accounting firm for 2011, will be present at the Annual Meeting and will be available to respond to appropriate questions and if they desire, to make a statement.
Who is entitled to vote?
Only record holders of Voting Stock at the close of business on the record date of March 14, 2012 (the "Record Date") are entitled to receive notice of the Annual Meeting and to vote those shares of Voting Stock that they held on the Record Date. Each outstanding share of Voting Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.
What counts as Voting Stock?
The Company's common stock constitutes the Voting Stock of the Company. As of March 14, 2012, there were no outstanding shares of preferred stock of the Company.
What constitutes a quorum?
For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Voting Stock outstanding on the Record Date will constitute a quorum for all purposes. As of the Record Date, 35,177,409 shares of Voting Stock were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or instructions to withhold votes, will be counted as present in determining whether there is a quorum.
What is the difference between holding shares as a shareholder of record and being a beneficial owner?
Shareholders of Record.    If, at the close of business on the Record Date, your shares are registered directly in your name with the Company's transfer agent, The Registrar and Transfer Company, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.
Beneficial Owners.    If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee or other nominee, you are considered the beneficial owner of shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank or nominee. Your broker, trustee, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank or nominee on how to vote your shares.



How do I vote?
        Shareholders of Record.    If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.
        Beneficial Owners.    If you complete and properly sign the accompanying voting instruction card and return it to your broker, trustee, bank or other nominee, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank or other nominee confirming that you beneficially own such shares and giving you the power to vote such shares.
Can I change my vote after I return my proxy card or voting instruction card?
        Shareholders of Record.    You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the enclosed proxy card will nevertheless have authority to vote your shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.
        Beneficial Owners.    If you hold your shares through a bank, trustee, broker or other nominee,information you should contact such person to submit new voting instructions prior toconsider. You should read the time such voting instructions are exercised.entire Proxy Statement carefully before voting.
How will my shares be voted?
General Information
Shareholders of Record.All shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where no instructions are given, the shares will be voted: (1) in favor of the election of the Board of Directors’ nominees for two directors; and (2) for the ratification of the appointment of the Company's independent registered public accounting firm for the year ending December 31, 2012.: Annual Meeting of Shareholders
Meeting Location: TriMas Corporation Headquarters
Date: 8:00 a.m. Eastern Time on Thursday, May 12, 2016
Record Date: March 15, 2016
Common Shares Outstanding as of Record Date: 45,481,265
Stock Symbol: TRS
Stock Exchange: NASDAQ
Registrar and Transfer Agent: Computershare
State and Year of Incorporation: Delaware (1986)
Corporate Headquarters: 39400 Woodward Avenue, Suite 130,
Bloomfield Hills, Michigan 48304
Corporate Website: www.trimascorp.com
Investor Relations Website: http://ir.trimascorp.com
Corporate Governance
Board Meetings in fiscal 2015: 12
Standing Board Committees (Meetings in fiscal 2015): Audit 5; Compensation 7; and Governance and Nominating 3
Separate Chair and CEO: Yes
Board Independence: 8 of 9 directors
Independent Directors Meet without management: Yes
Staggered Board: Yes
Shareholder Rights Plan: No
Simple Majority to Amend Charter and Bylaws: Yes
Director and Officer Share Ownership Guidelines : Yes
Hedging, Pledging, and Short Sale Policy: Yes
Beneficial Owners.   The brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on a matter deemed to be non-routine, they may not vote the shares on that matter (referred to as a “broker non-vote”). Under applicable law, a broker, bank, or nominee has the discretion to vote on routine matters, such as the ratification of the appointment of the Company's independent registered public accounting firm, but does not have discretion to vote for or against the election of directors. Voting Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal. In order to avoid a broker non-vote of your shares on this proposal, you must send voting instructions to your bank, broker, or nominee.
How may I obtain an additional copy of the proxy materials?
Items to be Voted On
Proposal No. 1: Election of two directors
Proposal No. 2: Ratify the appointment of Deloitte & Touche LLP
as the Company's independent registered public accounting firm for
fiscal 2016
Proposal No. 3:  Re-approval of the material terms for qualified
performance-based compensation under the TriMas Corporation
2011 Omnibus Incentive Compensation Plan
Board Recommendation
FOR
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506. A separate set of proxy materials will be sent promptly following receipt of your request.
If you are a shareholder of record and wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.
If you are the beneficial owner of shares held through a broker, trustee or other nominee and you wish to receive a separate set of proxy materials in the future, please contact TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, Telephone 248-631-5506.
What does it mean if I receive more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or the Company's transfer agent. Please sign and deliver each proxy card and voting instruction card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company's transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.


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What are the Board's recommendations?
        The Board recommends a vote:
Proposal 1—FORthe election of the nominated slate of directors.
Proposal 2—FOR the ratification of the appointment of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.
What vote is required to approve each item?
Proposal 1 - Election of Directors.
The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. The slate of directors discussed in this proxy statement consists of two directors whose terms are expiring and who have consented to stand for re-election. A properly signed proxy with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated.
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting will be necessary to ratify the Audit Committee's appointment of KPMG as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012. Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.
Who pays for the solicitation of proxies?
The accompanying proxy is being solicited by the Company's Board of Directors. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the Company will receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview and/or telephone.
What will happen if other matters are raised at the meeting?
If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Voting Stock outstanding on the Record Date that is present or represented at the Annual Meeting. The Board of Directors does not propose to conduct any business at the Annual Meeting other than as stated above.
How can I access the Company's proxy materials and annual report on Form 10-K?
The Financial Information subsection under "Investors" on the Company's website, http://www.trimascorp.com, provides access, free of charge, to Securities and Exchange Commission ("SEC") reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports.
The Company has posted printable and searchable 2012 proxy materials to the Company's website at http://www.trimascorp.com/2012proxy. A copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company's executive offices: TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.
        You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Company, at http://www.sec.gov.
        The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.
Is a registered list of shareholders available?
        The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the meeting on Thursday, May 10, 2012 at the Company's headquarters.


FOR
Executive Compensation
CEO:  David M. Wathen (age 63; tenure as CEO: seven years)
Fiscal 2015 CEO Total Direct Compensation:
Base Salary:  $765,000
Target Short-Term Incentive: $860,600
Target Long-Term Incentives:  $2,677,798
Key Elements of our Executive Compensation Program for Fiscal 2015:
•
Base Salary: represented 18% of our CEO's and, on average, 35% of our other NEOs' target compensation for 2015.
•
Short-Term Incentive:  annual incentive focused on corporate financial metrics that are directly tied to our annual business plan. Metrics include top line growth, bottom line profitability, margin expansion, and cash flow generation. This represented 20% of our CEO’s and, on average, 20% of our other NEOs’ target compensation for 2015.
•
Long-Term Equity Incentives comprised of: 50% performance stock units ("cliff" vesting; shares earned, if any, vary based on Relative Total Shareholder Return over overlapping 28-month and 16-month periods); and 50% service-based restricted stock units (vest in three equal installments on the first three anniversaries of the grant date of the award). These long-term equity incentives represented the greatest portion of 2015 target compensation, at 62% for our CEO and 45% for our other NEOs (on average).
Recoupment Policy:  Yes
Fiscal 2015 Highlights
•
Achieved sales growth in strategic platforms of Packaging and Aerospace, excluding currency impact.
•
Mitigated external headwinds through cost savings and restructuring programs.
•
Implemented financial improvement plan, expecting to yield $22 million of annual savings.
•
Decreased total debt by 33.5% to $419.6 million as of December 31, 2015.
•
Generated $62.5 million of cash flow from operating activities.
•
Continued to invest in a flexible manufacturing footprint, growth, and productivity initiatives.
•
Completed the tax-free spin-off of the Cequent businesses.

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How do I find out the voting results?
        Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in a Current Report on Form 8-K.
Who will serve as the inspector of elections?
        The inspector of elections will be a representative from an independent firm, Broadridge Investor Communication Solutions, Inc.
How and when may I submit a shareholder proposal for the 2013 Annual Meeting of Shareholders?
        Requirements for shareholder proposal to be considered at the 2013 Annual Meeting by inclusion in the Company's proxy statement.    You may submit proposals for consideration at future shareholder meetings. For a shareholder proposal to be considered for inclusion in the Company's proxy statement for the Annual Meeting next year, the Corporate Secretary must receive the written proposal at the Company's principal executive offices no later than December 7, 2012. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
TriMas Corporation
Vice President, General Counsel and Corporate Secretary
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Fax: (248) 631-5413
        Requirements for shareholder proposal to be considered at the 2013 Annual Meeting, but not included in the Company's proxy statement.    For a shareholder proposal that is intended to be considered at the 2013 Annual Meeting, but not included in the Company's proxy statement, the shareholder must give timely notice to the Corporate Secretary, which, in general, requires that the notice be received by the Corporate Secretary not later than the close of business on February 10, 2013.
        In addition to the timing requirements stated above, any shareholder proposal to be brought before the 2013 Annual Meeting must set forth (a) a brief description of the business desired to be brought before the 2013 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company's books, of the shareholder proposing such business, (c) the number of shares of the Company's Voting Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
        If the date of the 2013 Annual Meeting is moved more than 30 days before or 60 days after the anniversary of the 2012 Annual Meeting, then notice of a shareholder proposal that is not intended to be included in the Company's proxy statement under Rule 14a-8 must be received not later than the close of business on the later of the following two dates:
45 days prior to the 2013 Annual Meeting; and
10 days after public announcement of the 2013 Annual Meeting date.


PROPOSAL 1—1 — ELECTION OF DIRECTORS
The Board of Directors currently consists of six members serving three-year staggered terms. The Board of Directors is divided into three classes, each class consisting of approximately one-third of the Company'sCompany’s directors. Class III directors'I directors’ terms will expire at the 2012 Annual Meeting. Messrs. ValentiMr. David M. Wathen and TredwellMs. Nancy S. Gougarty have consented to stand for re-election to serve until the 2015 Annual Meeting.2019 annual meeting of shareholders. If either of them should become unavailable, the Board may designate a substitute nominee. In that case, the proxy holders named as proxies in the accompanying proxy card will vote for the Board'sBoard’s substitute nominee.

THE COMPANY'SCOMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE "“FOR" FOR”EACH OF THE TWO DIRECTORS LISTED BELOW WHO STANDS FOR RE-ELECTION, TO SERVE UNTIL THE 20152019 ANNUAL MEETING.
Vote Required
The two individuals who receive the most votes cast at the Annual Meeting will be elected as directors, provided a quorum of at least a majority of the outstanding shares of the Company’s common stock (the “Common Stock”) is represented at the meeting. If you abstain from

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voting on this matter, your abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how to vote on this "non-routine"“non-routine” proposal, your broker does not have authority to vote your shares.shares (referred to as a “broker non-vote”). Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the election of directors.
Additional information regarding the directors and director nominees of the Company is set forth below.
Directors and Director Nominees
The Board of Directors currently consists of sixnine members divided into three classes serving staggered terms.
Name Age Title 
Term
Ending
AgeTitleCommittees*Term
Ending
Class(4)
Daniel P. Tredwell(1)
 53
 Director 2012
Samuel Valenti III(1)
 66
 Chairman of the Board of Directors 2012
Marshall A. Cohen(1)
81DirectorA, C, G**2016I
Nancy S. Gougarty(2)
60DirectorA, C, G2016I
David M. Wathen(2) 59
 Director, President and Chief Executive Officer 201363Director, President and Chief Executive OfficerN/A2016I
Marshall A. Cohen 77
 Director 2013
Richard M. Gabrys 70
 Director 201474DirectorA**, C, G2017II
Eugene A. Miller 74
 Director 201478DirectorA, C**, G2017II
Herbert K. Parker (3)
58DirectorA, C, G2017II
Nick L. Stanage57DirectorA, C, G2018III
Daniel P. Tredwell58DirectorA, C, G2018III
Samuel Valenti III70Chair of the BoardA, C, G2018III


*A = Audit Committee; C = Compensation Committee; G = Governance and Nominating Committee
**Chair of Committee
(1) 
Not nominated to stand for re-election at the Annual Meeting.
(2)
Standing for re-election at the 2012 Annual Meeting.
(3)
Appointed February 24, 2015 with initial term expiring 2017.
(4)
Class I term expires at the Annual Meeting; Class II term expires at the 2017 annual meeting of shareholders; Class III term expires at the 2018 annual meeting of shareholders.
Director Background and Qualifications.Qualifications
The following sets forth the business experience during at least the past five years of each Director nominee and each of the directors whose term of office will continue after the Annual Meeting. In addition, Mr. Cohen’s business experience is included even though

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his service as a Board member concludes at the Annual Meeting. The Board is grateful for Mr. Cohen’s contributions as a Director since 2005, including his role as chair of the Corporate Governance and Nominating Committee.
In addition, the following includes a brief discussion of the specific experience, qualifications, attributes, and skills that led to the conclusion that the Directors and nominees should serve on the Board at this time. The NominatingCorporate Governance and Corporate GovernanceNominating Committee considers the experience, mix of skills, and other qualities of the existing Board to ensure appropriate Board composition. The NominatingCorporate Governance and Corporate GovernanceNominating Committee believes that Directors must have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. In addition, it seeks to ensure the Board includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to the Company'sCompany’s business.
The Board believes that the Directors and nominees have an appropriate balance of knowledge, experience, attributes, skills, and expertise as a whole to ensure the Board appropriately fulfills its oversight responsibilities and acts in the best interests of shareholders. The Board believes that each director satisfies its criteria for demonstrating excellence in his or her chosen field, high ethical standards and integrity, and sound business judgment. In addition, the Board has foureight independent directors in accordance with the applicable independence rules of NASDAQ, and such Directors are also independent of the influence of any particular shareholder or shareholder groups whose interests may diverge from the interests of the shareholders as a whole. Further, each director or nominee brings a strong background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas.
Daniel P. Tredwell.    Mr. Tredwell was elected as oneOn February 24, 2015, the Company and Engaged Capital, LLC (“Engaged”) and various parties affiliated with Engaged entered into an agreement regarding the appointment of a new director. Under the terms of the Company'sagreement, the Board appointed Mr. Herbert K. Parker, as a new Class II director, effective as of February 24, 2015.
Nancy S. Gougarty
Director since 2013
Age 60
Professional Experience
In July 2013, Ms. Gougarty became president and chief operating officer of Westport Innovations, a global leader in alternative fuel, low-emissions transportation technologies. Ms. Gougarty served as the vice president for TRW Automotive Corporation, a worldwide automotive supplier, operations in the Asia-Pacific region from 2008 to 2012. Joining TRW in 2005, her previous positions included vice president of product planning, business planning, and business development, and vice president of braking, electronics, and modules for Asia Pacific. Ms. Gougarty has held additional leadership positions in the automotive sector, including managing director for General Motors’ joint venture in Shanghai, director for Delphi Packard, Asia Pacific, global account director for General Motors, and vice president for Delphi Automotive Systems, Japan and Korea.
Other Boards and Appointments
Ms. Gougarty joined the Westport board of directors in JuneFebruary 2013 and resigned in July 2013 upon her appointment as Westport’s president and chief operating officer. Ms. Gougarty is currently a director of AB SKF, a leading global technology provider.
Director Qualifications
Ms. Gougarty has extensive operational leadership experience and expertise directing the development and implementation of strategic and operational plans and international operations.

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David M. Wathen
President, CEO and Director since 2009
Age 63
Professional Experience
Mr. Wathen has served as president and chief executive officer of the Company since 2009. He served as president and chief executive officer of Balfour Beatty, Inc. (U.S. operations), an engineering, construction, and building management services company, from 2003 until 2007. Prior to his Balfour Beatty appointment, he was a principal member of Questor, a private equity firm, from 2000 to 2002. Mr. Wathen held management positions from 1977 to 2000 with General Electric, a diversified technology and financial services company, Emerson Electric, a global manufacturing and technology company, Allied Signal, an automotive parts manufacturer, and Eaton Corporation, a diversified power management company.
Other Boards and Appointments
Mr. TredwellWathen is currently a director and member of the audit committee of Franklin Electric Co., Inc., a global provider of complete water and fueling systems. He served as chair of the corporate governance committee of Franklin Electric from 2009 to 2015.
Director Qualifications
Mr. Wathen has extensive knowledge and experience in operational and management issues relevant to diversified manufacturing environments, executive leadership experience, including with respect to the Company, and has subject matter expertise in the areas of engineering, production, and business development.
Richard M. Gabrys
Director since 2006
Age 74
Professional Experience
Mr. Gabrys has served as the president and chief executive officer of Mears Investments, LLC, a private family investment company, since 2005. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of public companies, financial services institutions, public utilities, and health care entities. Mr. Gabrys was vice chair of Deloitte’s United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From 2006 to 2007, Mr. Gabrys served as the interim dean of the School of Business Administration of Wayne State University.
Other Boards and Appointments
Mr. Gabrys is a member of the board of directors of CMS Energy Company, an integrated energy company, and La-Z-Boy Inc., a furniture manufacturer and retailer. Mr. Gabrys is chair of the audit committee, a member of the executive committee, and a member of the governance and public responsibility committee for CMS Energy and a member of the audit committee and compensation committee for La-Z-Boy, where he also served as lead director from August 2011 through August 2015. From 2007 to 2011, he served on the board of Massey Energy Company, a coal producer. Mr. Gabrys also serves on the boards of several non-profit organizations, including Karmanos Cancer Institute, Alliance for Safer Streets in Detroit (Crime Stoppers), and Detroit Regional Chamber. He is a member of the management board of Renaissance Venture Capital Fund, an affiliate of Business Leaders for Michigan, a non-profit executive leadership organization.
Director Qualifications
Mr. Gabrys has extensive knowledge and expertise in financial reporting, accounting, and banking matters. Mr. Tredwell is the Managing Member, and one of the co-founders of Heartland Industrial Partners, L.P. (“Heartland”). Mr. Tredwell is also the Managing Member of CoveView Advisors LLC, an independent financial advisory firm, and Cove View Capital LLC, a credit opportunities investment fund. He has more than two decades of private equity and investment banking experience. Mr. Tredwell servedSarbanes-Oxley compliance for public companies. His experiences serving as a Managing Director at Chase Securities Inc. (a predecessor of J.P. Morgan Securities, Inc.) until 1999 and had been with Chase Securities since 1985. Mr. Tredwell is also a director of Springs Industries, Inc., and Springs Global Participações S.A. From November 2000 to January 2010, Mr. Tredwell served on the Board of Metaldyne Corporation, and its successor, Asahi Tec Corporation of Japan. Mr. Tredwell holds a B.A. in Economics from Miami University and an M.B.A. in Finance from the Wharton School.
In additionother significant corporations contributes to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Tredwell should serve as a director based on his leadership qualities developed from his service as a Managing Director of Chase Securities and the Managing Member of Heartland, the scope of his knowledge of the Company's global operations,skills, the breadth of his experience in auditing, finance, and other areas of risk oversight as well as experience in mergers and acquisitions. Mr. Gabrys continues to maintain an active CPA license in Michigan.

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Eugene A. Miller
Director since 2005
Age 78
Professional Experience
Mr. Miller is the retired chair and chief executive officer of Comerica Incorporated and Comerica Bank, a financial services company, in which positions he served from 1993 to 2002, prior to which time he held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) beginning in 1955.
Other Boards and Appointments
Mr. Miller was a director of Handleman Company from 2002 to 2012 and DTE Energy Company from 1989 to 2013.
Director Qualifications
Mr. Miller has extensive knowledge and expertise in management, executive compensation, and governance matters related to public companies. His experiences serving as chair and chief executive officer of Comerica and as a public company director also provide him with subject matter expertise in risk management, finance, and corporate oversight whileprofessional standards.

Herbert K. Parker
Director since 2015
Age 58
5
Professional Experience
Mr. Parker is the executive vice president – operational excellence of Harman International Industries, Inc., a worldwide leader in the development, manufacture, and marketing of high quality, high-fidelity audio products, lighting solutions, and electronic systems. Mr. Parker joined Harman International in June 2008 as executive vice president and chief financial officer, and assumed his current position effective January 2015. Previously, Mr. Parker served in various senior financial positions with ABB Ltd. (known as ABB Group), a global power and technology company, from 1980 to 2006, including as the chief financial officer of the global automation division from 2002 to 2005 and the Americas region from 2006 to 2008. Mr. Parker began his career as a staff accountant with C-E Systems. Mr. Parker graduated from Lee University with a Bachelor of Science degree in Accounting.

Other Boards and Appointments
Mr. Parker served as a director of TMS International Corp., the largest provider of outsourced industrial services to steel mills in North America, from February 2012 until October 2014.

Director Qualifications
Mr. Parker has extensive experience in financial reporting, accounting, and Sarbanes-Oxley compliance for public companies. His experience serving as a financial executive with multiple public companies provides him with subject matter expertise in finance, asset management, and other areas of risk oversight.

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Nick L. Stanage
Director since 2013
Age 57
Professional Experience
In November 2009, Mr. Stanage joined Hexcel Corporation, a worldwide manufacturer of advanced material solutions, carbon fiber, reinforcement fabrics, and tooling materials, as president. In 2012, he became chief operating officer and in 2013 he was appointed chief executive officer. Prior to joining Hexcel, Mr. Stanage served as president of the heavy vehicle products group at Dana Holding Corporation, a manufacturer of high quality automotive product solutions, from 2005 to 2009. From 1986 to 2005, Mr. Stanage held positions of increasing responsibility in engineering, operations, and marketing with Honeywell Inc. (formerly AlliedSignal Inc.), a provider of energy, chemical, and mechanical technology solutions.
Other Boards and Appointments
In August 2013, Mr. Stanage joined the board of directors of Hexcel and in January 2014 he was appointed board chair.
Director Qualifications
Mr. Stanage brings extensive knowledge and experience in executive leadership and operational and management issues relevant to manufacturing environments. He has subject matter expertise in the areas of engineering and production.
Daniel P. Tredwell
Director since 2002
Age 58
Professional Experience
Mr. Tredwell is one of the co-founders of Heartland Industrial Partners, L.P., an investment firm, and has served as its managing member since 2006. Mr. Tredwell has also served as the managing member of CoveView Advisors LLC, an independent financial advisory firm, since 2009 and Cove View Capital LLC, a credit opportunities investment fund, since 2009. He has almost three decades of private equity and investment banking experience. Mr. Tredwell served as a managing director at Chase Securities Inc., an investment banking, security brokerage, and dealership service company (and predecessor of J.P. Morgan Securities, Inc.), until 1999 and had been with Chase Securities since 1985.
Other Boards and Appointments
Mr. Tredwell is a director of Companhia de Tecidos Norte De Minas (Coteminas) and Springs Global Participações S.A., each of which are Brazil based manufacturers of textiles and textile products. From 2001 to 2013, Mr. Tredwell served on the board and as chairman of the boardscompensation committee of Springs Industries, Inc., and from 2000 to 2010, he served on the board of Metaldyne Corporation, and was also a board and audit committee member for its successor, Asahi Tec Corporation of Japan, each designers and suppliers of metal formed components. Mr. Tredwell chairs the compensation committee for Springs Global Participações S.A.
Director Qualifications
Mr. Tredwell has extensive knowledge and subject matter expertise in finance, banking, acquisitions and divestitures, economics, asset management, and business development. Through his membership on the board of directors of other global corporations (including service as the chair of audit and compensation committees), and his subject matterMr. Tredwell also brings expertise in finance, acquisitionsrisk management, corporate oversight, and divestitures, economics, asset management, and business development.audit.

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Samuel Valenti III.III
Chair and director since 2002
Age 70
Professional Experience
Mr. Valenti is currently chair of Valenti Capital LLC. Mr. Valenti was employed by Masco Corporation, a home improvement and building products manufacturer, from 1968 through 2008. From 1988 through 2008, Mr. Valenti was president and a member of the board of Masco Capital Corporation, and was vice president-investments of Masco Corporation from 1974 to 1998.
Other Boards and Appointments
Mr. Valenti was elected as Chairmannamed co-chair of the Company's Boardboard of DirectorsHorizon Global Corporation (“Horizon”), a manufacturer of towing, trailering, and cargo management components, in June 2002 and served2015. He also serves as Executive Chairman of the Company's Board from November 2005 through November 2008. Mr. Valenti remains Chairman of the Company's Board. Mr. Valenti has extensive knowledge and expertise in management of diversified manufacturing businesses and financial matters. He was employed by Masco Corporation from 1968 through March 2008. From 1988 through March 2008, Mr. Valenti was President and a member of the boardaudit, compensation, and nominating and governance committees of Masco Capital Corporation, andHorizon. Horizon was Vice President‑Investmentspreviously a subsidiary of Masco Corporation from May 1974the Company that became an independent public company pursuant to October 1998. Until November 2005,a spin-off that was effected on June 30, 2015 (the “Spin Off”). Mr. Valenti also served as a special advisor to Heartland Industrial Partners, L.P., and until July 2006, Mr. Valenti served aswas named a director of Metaldyne Corporation. Mr. Valenti is currently ChairmanAmerican Axle & Manufacturing Holdings, Inc., a manufacturer of Valenti Capital LLC. Mr. Valenti holdsautomotive driveline and drivetrain components and systems, in October 2013. He also serves as a B.A.member of the audit committee and Masters in Economics from Western Michigan University.the strategy committee for American Axle. Mr. Valenti is the former Chairmanchair of the Investment Advisory Committeeinvestment advisory committee of the $50 billion State of Michigan retirement system and servesserved on the Harvard Business School Advisory Council. He alsocurrently serves on the Advisory Counciladvisory council at the University of Notre Dame and the Advisory Boardadvisory board at the University of Michigan Business School Zell-Lurie Institute. Mr. Valenti is a member of Business Leaders for Michigan and serves as Chairmanchair of the Renaissance Venture Capital Fund.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Valenti should serve as a director based on his leadership experience as the ChairmanDirector Qualifications
As chair of the Company's BoardCompany’s board since 2002 and as an executive atof Masco for forty40 years, Mr. Valenti has extensive knowledge and expertise in the breadthmanagement of his experiences in finance, corporate governance,diversified manufacturing businesses and other areas of oversight while serving as a member of the board of directors of other corporations and his subject matter expertise in the areas of finance, economics, corporate governance, and asset management.
David M. Wathen.
Marshall A. Cohen
Director since 2005 (Board term concludes as of the Annual Meeting and not standing for re-election)
Age 81
Professional Experience
Mr. Cohen was counsel (retired) at Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining the firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited, a leading global brewer, from 1988 to 1996.
Other Boards and Appointments
From 2006 to 2015, Mr. WathenCohen was appointed as the Company's Presidenta director and Chief Executive Officer and as a member of the Board on January 13, 2009. Mr. Wathen has extensive knowledgeaudit committee and experience in operational and management issues relevantgovernance committee of TD Ameritrade, an on-line securities broker. From 1988 to diversified manufacturing environments. He is currently2011, he was a director and member of the Audit Committeecompensation and Corporate Governance Committeegovernance committee of Franklin Electric Co., Inc. From 2003 until 2007, Mr. WathenBarrick Gold Corporation, a gold mining company, and from 2009 to July 2014, he was President and Chief Executive Officer of Balfour Beatty, Inc. (U.S. Operations), an engineering, construction and building management services company. Prior to his Balfour Beatty appointment in 2003, he served as a Principal Member of Questor, a private equity firm from 2000 to 2002. From 1977 to 2000, Mr. Wathen held management positions with General Electric, Emerson Electric, Allied Signal and Eaton Corporation. Mr. Wathen holds a B.S.M.E. in Engineering and an M.B.A. from Purdue University and an M.S.B.A. in Business Administration from St. Francis University.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Wathen should serve as a director based on his years of operational and management experience in diversified manufacturing environments, his experience as a public‑company director, his executive leadership experience, including with respect to the Company, and his subject matter expertise in the areas of engineering, production, and business development.
Marshall A. Cohen.   Mr. Cohen was elected as onemember of the Company's directors in January 2005. Mr. Cohen has extensive knowledgecompensation committee and experience in management,corporate governance and legal matters involving publicly-held companies. He is counsel (retired) at Cassels Brock & Blackwell LLP, a law firm based in Toronto, Canada, which he joined in 1996. Prior to joining that firm, Mr. Cohen served as president and chief executive officer of the Molson Companies Limited from 1988 to 1996. Mr. Cohen is a directorcommittee of Gleacher Securities, Inc., an investment building and TD Ameritrade. From 1993 to 2008, capital markets firm.
Director Qualifications
Mr. Cohen was a director of AIG, Inc., and from September 1988 to April 2011 was a director of Barrick Gold Corporation. Mr. Cohen holds a B.A. from the University of Toronto, a law degree from Osgoode Hall Law School and a Masters Degree in Law from York University.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Cohen should serve as a director based on the breadth of hishas broad experience as a public company director, particularly with regard to governance, compliance, legal matters, and other areas of oversight, his legalrisk oversight. He has extensive knowledge and experience and hisin management with subject matter expertise in areas of government affairs, corporate governance, and corporate responsibility.
Richard M. Gabrys.  Mr. Gabrys joined the Board in August 2006. Mr. Gabrys has extensive knowledge and expertise in financial reporting for publicly-held companies and accounting matters. Mr. Gabrys retired from Deloitte & Touche LLP in 2004 after 42 years, where he served a variety of publicly-held companies, financial services institutions, public utilities and health care entities. He was Vice Chairman of Deloitte's United States Global Strategic Client Group and served as a member of its Global Strategic Client Council. From January 2006 through August 2007, Mr. Gabrys


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served as the Interim Dean of the School of Business Administration of Wayne State University. From December 2004 through January 2008, Mr. Gabrys served on the board of Dana Corporation and from May 2007 to June 2011 he served on the board of Massey Energy Company. He is a member of the Board of Directors of CMS Energy Company and La-Z-Boy Inc., and is the President and Chief Executive Officer of Mears Investments, L.L.C., a private family investment company. Mr. Gabrys holds a B.S. in Accounting from King's College and completed the Executive Program at Stanford University.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Gabrys should serve as a director based on his leadership while serving as a partner and senior manager of a global accounting and auditing firm, the breadth of his experience in auditing, finance and other areas of oversight while serving as a director of other significant corporations, and his subject matter expertise in finance, accounting, and Sarbanes‑Oxley compliance.  
Eugene A. Miller.    Mr. Miller was elected as a director in January 2005. Mr. Miller has extensive knowledge and expertise in management, executive compensation and governance matters related to publicly-held companies. Mr. Miller is the retired Chairman and Chief Executive Officer of Comerica Incorporated and Comerica Bank, in which positions he served from 1993 to 2002. Mr. Miller held various positions of increasing responsibility at Comerica Incorporated and Comerica Bank (formerly The Detroit Bank) and rose to become Chairman, Chief Executive Officer and President of Comerica Incorporated (June 1993 through June 1999). He is also a director of DTE Energy Company since 1989 and Handleman Company since 2002. Mr. Miller holds a B.B.A. from the Detroit Institute of Technology.
In addition to his professional background and prior Company Board experience, the Board of Directors concluded that Mr. Miller should serve as a director based on the leadership qualities he developed from his experiences while serving as Chairman and Chief Executive Officer of Comerica, the scope of his experiences in executive compensation, risk management and corporate governance while serving as a member of the board of directors of other significant corporations, and his subject matter expertise in the areas of finance, executive management, and professional standards.
The Board of Directors and Committees
Since June 2002, the Company has separated the roles of the Board ChairmanChair and Chief Executive Officer. The Board believes that separating these roles offers distinct benefits to the Company, including curtailing the potential for conflict of interest and facilitating objective Board evaluation of the Company'sCompany’s management. Mr. Valenti has served as Board ChairmanChair since 2002 and has been an independent director since November 2008.
        During 2011,Board of Directors Risk Management Functions
As part of its oversight function, the Board consistedmonitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies, and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company’s overall financial reporting, disclosure process, and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the corporate audit team, and the independent registered public accounting firm in executive sessions at least quarterly, and with the general counsel and chief compliance officer as determined from time to time by the Audit Committee. Each of six directorsthe Compensation Committee and the Corporate Governance and Nominating Committee considers risk issues associated with the substantive matters addressed by the committee.
During 2015, the Board held 9twelve meetings, the Audit Committee held five meetings, the Compensation Committee held seven meetings and acted 4 times by unanimous written consent. the Governance and Nominating Committee held three meetings.
Corporate Governance
The table below sets forth the meeting information for the four standing committees of the Board for 2011:
Name Audit Compensation 
Governance &
Nominating
 Executive
David M. Wathen — — — Chairman
Marshall A. Cohen X X Chairman —
Richard M. Gabrys Chairman X X —
Eugene A. Miller X Chairman X —
Daniel P. Tredwell — — — X
Samuel Valenti III X X X X
Meetings 5 8 3 —
Action by Unanimous Written Consent — 2 — —

        The Company'sCompany’s Board of Directors currently consists of sixnine directors, divided into three classes so that, each class will consist of one-third of the Company's directors.as equal in number as possible. The members of each class serve for staggered, three year terms. Upon the expiration of the term of a class of directors, directors in that class may be asked to stand for re-election for a three year term at the Annual Meetingannual meeting in the year in which their term expires. The table below sets forth the class in which each director serves:

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Board of DirectorsClass
Daniel P. Tredwell
Class III(1)
Samuel Valenti III
Class III(1)
David M. Wathen
Class I(2)
Marshall A. Cohen
Class I(2)
Richard M. Gabrys
Class II(3)
Eugene A. Miller
Class II(3)

(1)
Term expires at 2012 annual stockholder meeting.    
(2)
Term expires at 2013 annual stockholder meeting.
(3)
Term expires at 2014 annual stockholder meeting.
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one thirdone-third of the Company'sCompany’s directors.
The Company'sCompany’s Board has determined, after considering all of the relevant facts and circumstances, that Messrs. Cohen, Gabrys, Miller, Parker, Stanage, Tredwell, and Valenti, and Ms. Gougarty are "independent"“independent” from management in accordance with the NASDAQ listing standards and the Company'sCompany’s Corporate Governance Guidelines. To be considered independent, the Board must determine that a director does not have any direct or indirect material relationships with the Company and must meet the criteria for independence set forth in the Company'sCompany’s Corporate Governance Guidelines. With respect to Mr. Valenti, who is also a member of the board of directors of Horizon, the Board determined that his service on the board of directors of Horizon does not impair his independence after giving consideration to the transitional relationships between the companies that were put in place in connection with the Spin Off, including pursuant to a Separation and Distribution Agreement, a Tax Sharing Agreement, an Employee Matters Agreement, a Transition Services Agreement, and a Noncompetition and Nonsolicitation Agreement. If discussions arise regarding current or future relationships between the Company and Horizon, Mr. Valenti would not participate in such discussions or any related Board approvals. With respect to Mr. Tredwell, the Board considered that the Company has agreed to pay certain fees related to an ongoing environmental matter to Heartland Industrial Partners, L.P. (in an amount less than $120,000).
During 2011,2015, all current directors attended at least 75%, in aggregate, of the meetings of the Board of Directors and all committees of the Board on which they served. All of the current directors attendedwho were serving on the Company's 2011Board at the time of the 2015 Annual Meeting of Shareholders and allattended the 2015 Annual Meeting. All Directors are expected to attend all meetings, including the Annual Meeting. In addition to attending Board and committee meetings, directors fulfill their responsibilities by consulting with the President and Chief Executive Officer and other members of management on matters that affect the Company.
Independent and non-management directors hold regularly scheduled executive sessions in which independent and non-management directors meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board of Directors.Board. For more information regarding the Company'sCompany’s Board of Directors and other corporate governance procedures, see “Corporate Governance.” For information on how you can communicate with the Company'sCompany’s non-management directors, see “Communicating with the Board.”
Audit Committee.The Audit Committee is responsible for providing independent, objective oversight and review of the Company'sCompany’s auditing, accounting, and financial reporting processes, including reviewing the audit results and monitoring the effectiveness of the Company'sCompany’s internal audit function. In addition, the Audit Committee is responsible for (1) selecting the Company'sCompany’s independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of the Company'sCompany’s financial statements, our independent registered public accounting firm'sfirm’s qualifications and independence, the performance of the company'sCompany’s independent registered public accounting firm and the Company'sCompany’s internal audit function, and compliance with relevant legal and regulatory requirements, (4) annually reviewing the Company'sCompany’s independent registered public accounting firm'sfirm’s report describing the auditing firm'sfirm’s internal quality control procedures and any material issues raised by the

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most recent internal quality control review, or peer review, of the auditing firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases and any financial information or earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately and periodically, with management, internal auditors, and the independent registered public accounting firm, (9) reviewing with the independent auditor any audit problems or difficulties and management'smanagement’s response, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by applicable law or regulation or by the Board, of Directors from time to time, and (12) reporting regularly to the full Board of Directors.Board. See “Report of the Audit Committee.” The Audit Committee'sCommittee’s charter is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investor page. The Audit Committee last updated its charter on November 5, 2015.
Each of the directors on the Audit Committee is financially literate. The Board of Directors has determined that each of Messrs. Gabrys, Miller, Parker, and GabrysTredwell qualifies as an “audit committee financial expert” within the meaning of SECSecurities and Exchange Commission (“SEC”) regulations and that each member on the Audit Committee has the accounting and related financial management expertise required by the NASDAQ listing standards and that each is “independent” from management in accordance with NASDAQ listing standards and the Company'sCompany’s Corporate Governance Guidelines.

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Compensation Committee. The Compensation Committee is responsible for developing and maintaining the Company'sCompany’s compensation strategies and policies, including (1) reviewing and approving the Company'sCompany’s overall executive and director compensation philosophy and the executive and director compensation programs to support the Company'sCompany’s overall business strategy and objectives, (2) overseeing the management continuity and succession planning process (except as otherwise within the scope of the Corporate Governance and Nominating Committee) with respect to the Company'sCompany’s officers, and (3) preparing any report on executive compensation required by the applicable rules and regulations of the SEC and other regulatory bodies.
The Compensation Committee is responsible for monitoring and administering the Company'sCompany’s compensation and employee benefit plans and reviewing, among other things, base salary levels, incentive awards, and bonus awards for officers and key executives, and such other matters that are specifically delegated to the Compensation Committee by applicable law or regulation, or by the Board of Directors from time to time.Board. The Committee'sCompensation Committee’s charter reflects such responsibilities and is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance sectionsubsection of the Investors page. The Compensation Committee last updated its charter on October 29, 2009.
November 5, 2015. Each of the directors on the Compensation Committee is “independent” from management in accordance with NASDAQ listing standards (including those standards particular to Compensation Committee membership) and the Company’s Corporate Governance Guidelines. See also “Compensation Discussion and Analysis - Role of the Compensation Committee.”
Executive Committee. The Executive Committee has the authority to exercise many of the functions of the full Board of Directors between meetings of the Board, however it excludes those matters which Delaware law or NASDAQ or SEC rules require to be within the purview of the Company's independent directors or which is otherwise in conflict with such laws or rules.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for identifying and nominating individuals qualified to serve as Board members and recommending directors for each Board committee. Generally, the Corporate Governance and Nominating Committee will re-nominate incumbent directors who continue to satisfy its criteria for membership on the Board, who it believes will continue to make important contributions to the Board, and who consent to continue their service on the Board.
In recommending candidates to the Board, the Corporate Governance and Nominating Committee reviews the experience, mix of skills, and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Company and the Board. The Board looks for individuals who have demonstrated excellence in their chosen field, high ethical standards and integrity, and sound business judgment. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Corporate Governance and Nominating Committee believe that it is essential that the Board members represent diverse viewpoints. As required by NASDAQ, SEC, or such other applicable regulatory requirements, a majority of the Board will be comprised of independent directors.
The Corporate Governance and Nominating Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Company'sCompany’s current directors and management. The Corporate Governance and Nominating Committee also works with a third-party search firm to identify potential candidates to serve on the Board. The Corporate Governance and Nominating Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting,annual meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company's by-laws.Company’s bylaws. The Corporate Governance and Nominating Committee will evaluate nominees recommended by shareholders against the same criteria. The Company did not receive any nominations of directors by shareholders for the 2012 Annual Meeting. See “How and when may I submit a shareholder proposal or director nomination for the 2017 Annual Meeting of Shareholders?” for more information.
The Corporate Governance and Nominating Committee is also responsible for recommending to the Board appropriate Corporate Governance Guidelines applicable to the Company and overseeing governance issues.

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The Corporate Governance and Nominating Committee'sCommittee’s charter is available on the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page. The Corporate Governance and Nominating Committee last updated its charter on November 5, 2015.
Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is an employee of the Company. Ms. Gougarty and Messrs. Cohen, Gabrys, Miller, Parker, Stanage, Tredwell, and Valenti are the current members of the Company'sCompany’s Compensation Committee. See “Transactions with Related Persons” for a summary of related person transactions involving Heartland.
TermsRetirement Age; Term Limits. The Corporate Governance Guidelines provide that a director (excluding directors serving on the Board as of Office.February 25, 2013) is expected to submit his or her resignation from the Board at the first annual meeting of shareholders following the director’s 75th birthday. The Board may accept or reject such resignation in its discretion after consultation with the Corporate Governance and Nominating Committee. The Board has not established term limits for the directors. The Corporate Governance Guidelines provide that a thoughtful evaluation of director performance is the appropriate method of balancing the Board's needs for continuity, insight, new perspectives, fresh ideas, and other factors.

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Assessment of Board and Committee Performance. The Board evaluates its performance annually. In addition, each Board committee performs an annual self-assessment to determine its effectiveness. The results of the Board and committee self-assessments are discussed with the Board and each Committee, respectively.

BOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONS
       As part of its oversight function, the Board monitors how management operates the Company, in part via its committee structure. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks and vulnerabilities the Company faces. The Audit Committee considers risk issues associated with the Company's overall financial reporting, disclosure process and legal compliance, as well as reviewing policies on risk control assessment and accounting risk exposure. In addition to its regularly scheduled meetings, the Audit Committee meets with the Vice President, Corporate Audit, and the independent registered public accounting firm in executive sessions at least quarterly, and with the General Counsel and Chief Compliance Officer as determined from time to time by the Audit Committee. Each of the Compensation Committee and the Governance and Nominating Committee considers risk issues associated with the substantive matters addressed by the committee. 
Director CompensationDIRECTOR COMPENSATION
The Compensation Committee is responsible for reviewing director compensation and making recommendations to the Board with respect to that compensation, as appropriate. The Compensation Committee and Board believe that directors should receive a mix of cash and equity over their tenure. The combination of cash and equity compensation is intended to provide incentives for directors to continue to serve on the Board of Directors and to attract new directors with outstanding qualifications. Directors who are not independent do not receive any compensation for serving on the Board or any committees thereof. Directors may make an annual election to defer receipt of Board compensation, provided the election is made prior to the fiscal year in which the deferral is effective.
Annual Cash Retainer and Meeting Fees. In 2011,For 2015, each independent director other than the Chairman, received an annual cash retainer based on $75,000 per year through August 1, 2011, which retainer was increased toof $100,000 per year as of August 1, 2011; and a meeting fee of $1,000 for each Board or committee meeting attended. The Chairmanchair of the Board received an annual retainer of $200,000 per year through August 1, 2011, which retainer was increased to $225,000 per year as of August 1, 2011, and received an attendance fee of $1,000 for each Board and committee meeting taking place on or after August 1, 2011. The chairman of each of the Audit, Compensation and Corporate Governance and Nominating Committees received an additional annual cash retainer in the amounts of $125,000, $15,000, $10,000 and $5,000, respectively.
TwoThe Company implemented a director retainer share election program effective January 1, 2014, to permit directors to make an annual election to receive unrestricted stock for deferred or non-deferred compensation for board service in lieu of cash at the time payment is made each quarter. For 2015, three of the four independent directors elected to defer receipt of all or part of their Board compensation in 2011. For 2012, two of foureight independent directors elected to defer receipt of all or part of their Board compensation.
Equity Compensation. In 2011 the Board determined that future grants of equity to directors would be made by issuing restricted stock.
On August 5, 2011, the Board approved the issuance of restricted shares to each of the independent directors, with a fair market grant date value of $100,000 and subject to a one-year vesting period. As part of the independent director's per annumdirectors’ annual compensation package, the Board also approved,each independent director receives an annual grant on August 5, 2011, the issuance of subsequent annual grants on each March 1st commencing in 2012, to each of the independent directors of restricted sharesstock units with a grant date fair market grant date value of $100,000, with each grant subject to the director’s continued service on the Board for a one-year vesting period. In March 2015, the Company made the annual grant to each of the independent directors on the same terms.
Director Stock Ownership. We have established stock ownership guidelines for our independent directors to more closely tie their interests to those of shareholders. Under these guidelines, all such directors are required to own, within five years after initial election to the Board (but not tolling prior to the Company's May 17, 2007 initial public offering, and thus not applicable to any of theas an independent directors until May 17, 2012)director, shares of Company stock having a value equal to three times their annual cash retainer. Commonretainer (excluding any additional retainers for Board and committee chair service). Unrestricted stock, time-based restricted stock units, and vested in the moneyin-the-money options held by an independent director are counted toward fulfillment of this ownership requirement. As of December 31, 2015, each independent director was in compliance with his or her stock ownership requirements. If an independent director does not meet the stock ownership guidelines, the Compensation Committee may consider such fact in determining the award of future equity awards to such director.
Indemnification. The Company has entered into indemnification agreements with each of its directors. These agreements require the Company to indemnify such individuals for certain liabilities to which they may become subject as a result of their affiliation with the Company.
Other. The Company reimburses all directors for expenses incurred in attending Board and committee meetings. The Company does not provide any perquisites to directors.


1012



2015 Director Compensation Table
Name 
2011 Fees Earned
or Paid in Cash
($)
 
2011 Stock
Awards
($) (3)
 
Total
($)
 Fees Earned
or Paid in Cash
($)		 
Stock
Awards
($)(2)
 Total
($)
Samuel Valenti III 220,400
 100,000
 320,400
 243,000
 100,006
 343,006
David M. Wathen (1)
 —
 —
 —
Marshall A. Cohen (2)
 112,400
 100,000
 212,400
Marshall A. Cohen(1)
 127,000
 100,006
 227,006
Richard M. Gabrys 119,400
 100,000
 219,400
 138,000
 100,006
 238,006
Nancy S. Gougarty(1)
 122,000
 100,006
 222,006
Eugene A. Miller (2)(1)
 117,400
 100,000
 217,400
 133,000
 100,006
 233,006
Daniel P. Tredwell (1)
 —
 —
 —
Nick L. Stanage 122,000
 100,006
 222,006
Daniel P. Tredwell 122,000
 100,006
 222,006
Herbert K. Parker(3)
 102,000
 100,006
 202,006


(1) 
Messrs. TredwellCohen, Gougarty and Wathen did not receive any compensation forMiller elected to defer 100%, 100%, and 50%, respectively, of their services2015 fees earned as directors.permitted under the Company’s Director Retainer Share Election Program.

(2) 
The amounts in this column reflect the grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, or FASB ASC, Topic 718) of the restricted stock units granted to our non-employee directors during 2015. Messrs. Valenti, Cohen, Gabrys, Miller, Stanage, Tredwell, and Miller elected to defer 100%Parker, and 50%, respectively,Ms. Gougarty each received 3,338 restricted stock units effective on March 1, 2015. The restricted stock units were equitably adjusted in connection with the Spin Off of their 2011 fees earned as permittedHorizon. These awards were granted under the 2006 Long Term EquityCompany’s 2011 Omnibus Incentive Plan.Compensation Plan and vested one year from the date of grant if the director did not terminate service on the Board prior to the vesting date.

(3) 
Messrs. Valenti, Cohen, Gabrys and Miller each received 4,848 restricted stock awards effective on August 5, 2011. These awards were granted under the Company's 2006 Long Term Equity Incentive Plan and vest one year from date of grant so long as their director status does not terminate priorMr. Parker was appointed to the vesting date.Board of Directors on February 24, 2015.

The table below sets forth as to each non-employee director the aggregate number of stock options and restricted stock units outstanding as of December 31, 2015. All of the stock options set forth in the table are fully vested.
Name Stock Options Stock Awards
Samuel Valenti III —
 4,005
Marshall A. Cohen —
 4,005
Richard M. Gabrys 29,611
 4,005
Nancy S. Gougarty —
 4,005
Eugene A. Miller 28,427
 4,005
Nick L. Stanage —
 4,005
Daniel P. Tredwell —
 4,005
Herbert K. Parker —
 4,005
Corporate Governance
The Board of Directors has adopted Corporate Governance Guidelines, a copy of which can be found at the Company'sCompany’s website, www.trimascorp.com, in the Corporate Governance subsection of the Investors page. These guidelines address, among other things, director responsibilities, qualifications (including independence), and compensation, and access to management and advisors.the Board. The Corporate Governance and Nominating Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board.
Code of Conduct. Effective January 1, 2012, the Board adopted a revised Code of Conduct that applies to all directors and all employees, including the Company'sCompany’s principal executive officer, principal financial officer, and other persons performing similar executive management functions. The Code of Conduct is posted on the Company'sCompany’s website,www.trimascorp.com, in the Corporate Governance section.subsection of the Investors page. All amendments to the Company'sCompany’s Code of Conduct, if any, will be also posted on the Company's internetCompany’s website, along with all waivers, if any, of the Code of Conduct involving senior officers.
The Company has filed with the SEC, as exhibits to its Quarterly Reports on Form10-Q for the quarters ended March 31, June 30 and September 30, 2011, respectively, and its Annual Report on Form 10-K for the year ended December 31, 2011, Certifications Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
A copy of the Company'sCompany’s committee charters, Corporate Governance Guidelines and Code of Conduct will be sent to any shareholder, without charge, upon written request sent to the Company'sCompany’s executive offices: TriMas Corporation, Attention: Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.

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Communicating with the Board
Any shareholder or interested party who desires to communicate with the Board or any specific director, including the Chairman,Chair, non-management directors, or committee members, may write to: TriMas Corporation, Attention: Board of Directors, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304.
Depending on the subject matter of the communication, management will:
forward the communication to the director or directors to whom it is addressed (matters addressed to the ChairmanChair of the Audit Committee will be forwarded unopened directly to the Chairman)Chair);
attempt to handle the inquiry directly where the communication does not appear to require direct attention by the Board or an individual member e.g.(e.g., the communication is a request for information about the Company or is a stock-related matter;matter); or

11


not forward the communication if it is primarily commercial in nature or if it relates to an improper or irrelevant topic.
To submit concerns regarding accounting matters, shareholders and other interested persons may also call the Company'sCompany’s toll free, confidential hotline number published at www.trimascorp.com in the Corporate Governance subsection of the Investors page, in the document entitled Code of Conduct. EmployeesConcerns may express such concernsbe expressed on a confidential and anonymous basis.
Communications made through the confidential hotline number are reviewed by the Audit Committee at each regularly scheduled meeting; other communications will be made available to directors at any time upon their request.

1214




REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSDIRECTORS

The Audit Committee represents and assists the Board in fulfilling its responsibilities for general oversight of the integrity of the Company'sCompany’s financial statements. The Company'sstatements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm'sfirm’s qualifications and independence, the performance of the Company'sCompany’s internal audit function and independent registered public accounting firm, and risk assessment and risk management. The Audit Committee manages the Company'sCompany’s relationship with the independent registered public accounting firm (which reports directly to the Audit Committee). The Audit Committee has the authority to obtain advice and assistance from outside legal, accounting, or other advisors as the Audit Committee deems necessary to carry out its duties and receives appropriate funding as determined by the Audit Committee from the Company for such advice and assistance.
The Company'sCompany’s management is primarily responsible for the Company'sCompany’s internal control and financial reporting process. The Company'sCompany’s independent registered public accounting firm, KPMG,Deloitte, is responsible for performing an independent audit of the Company'sCompany’s consolidated financial statements and issuing opinions on the conformity of reporting those audited financial statements with United States generally accepted accounting principles and the effectiveness of the Company'sCompany’s internal control over financial reporting. The Audit Committee monitors the Company'sCompany’s financial reporting process and reports to the Board on its findings.
In this context, the Audit Committee hereby reports as follows:
1.    The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 20112015 with the Company'sCompany’s management;
2.    The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards ("SAS")Standard No. 114 (formerly SAS 61), as adopted16 issued by the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) in Rule 3200T;;
3.    The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees"), as adopted byapplicable requirements of the PCAOB in rule 3600T, and has discussed with the independent registered public accounting firmregarding its independence; and
4.    Based on the review and discussions referred to in paragraphs 1 through 3 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011,2015, for filing with the Securities and Exchange Commission.

SEC.
The undersigned members of the Audit Committee have submitted this Report to the Board of Directors.Board.
  
The Audit Committee
Richard M. Gabrys, ChairmanChair
Marshall A. Cohen
Nancy S. Gougarty
Eugene A. Miller
Marshall CohenHerbert K. Parker
Nick L. Stanage
Daniel P. Tredwell
Samuel Valenti III


1315



PROPOSAL 2—2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE COMPANY'SCOMPANY’S BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLPDELOITTE AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2012.2016.
The Audit Committee of the Board has appointed KPMGDeloitte as the independent registered public accounting firm to audit the Company'sCompany’s consolidated financial statementstatements for the fiscal year ending December 31, 2012. During fiscal year 2011, KPMG served2016.Deloitte was engaged as the Company'sCompany’s independent registered public accounting firm on March 27, 2013 and also provided certain other audit related services. KPMG has auditedserved as the Company's consolidated financial statements annually sinceCompany’s independent registered public accounting firm for the fiscal year endedyears ending December 31, 2003.2015, December 31, 2014, and December 31, 2013. Representatives of KPMGDeloitte are expected to attend the 2012 Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, make a statement.

The appointment of KPMGDeloitte as the independent registered public accounting firm for the Company is being presented to the shareholders for ratification. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of the holders of a majority of the total shares of common stockCommon Stock present in person or represented by proxy and votingentitled to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have nothe same effect onas a vote against the vote.matter. If you hold your shares through a broker and you do not instruct the broker on how to vote on this “routine” proposal, your broker will nevertheless have authority to vote your shares on this “routine” proposal in your broker'sbroker’s discretion. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any other effect on the outcome of the proposal. Proxies submitted pursuant to this solicitation will be voted “FOR” the ratification of KPMGDeloitte as the Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2012,2016, unless specified otherwise.
Fees Paid to Independent Auditor
The following table presents fees billed by KPMGDeloitte for professional audit services rendered related to the audits of the Company'sCompany’s annual financial statements for the years ended December 31, 20112015 and 2010,2014, respectively, and fees for other services rendered by KPMG during those periods.
 2011
($)		 2010
($)		  
2015
($)
 
2014
($)
Audit Fees 1,733,000
 1,614,500
  1,260,000
 1,230,000
Audit-related Fees 324,000
 304,100
  700,000
 —
Tax Fees 46,000
 20,200
  7,000
 20,000
All Other Fees —
 —
  —
 —
Total 2,103,000
 1,938,800
  1,967,000
 1,250,000
Audit and Audit-Related Fees
Integrated audit fees billed for services rendered in connection with the audit of the Company'sCompany’s annual financial statements and the effectiveness of the Company'sCompany’s financial controls over financial reporting were $1.7approximately $1.3 million for 20112015 and $1.6$1.2 million for 2010.2014. In 2011,2015, audit-related fees of $0.3$0.7 million were incurred primarily related to comfort letter procedures performed in connection with the Company's registration statement filings and related to due diligence procedures performed on potential Company acquisition targets. In 2010, audit-related fees of $0.3 million were incurred primarily related to comfort letter procedures performed in connection with the Company's registration statement filings.Spin Off.
Tax Fees
Except for the amounts disclosed above, there were no tax fees billed by KPMGDeloitte during 2011 and 2010,2015 or 2014, as the Company has retained another firm to provide tax advice.
The Audit Committee has determined that the rendering of all non-audit services by KPMGDeloitte in 2015 and in 2014 is compatible with maintaining such auditor independence.
We have been advised by KPMGDeloitte that neither the firm, nor any member of the firm, has any financial interest, direct or

14


indirect, in any capacity in the Company or its subsidiaries.

16



Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
The Audit Committee is responsible for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and non-audit services provided by the independent registered public accounting firm.
On an ongoing basis, management communicates specific projects and categories of service for which the advance approval of the Audit Committee is requested. The Audit Committee reviews these requests and advises management if the committee approves the engagement of the independent registered public accounting firm. No services are undertaken which are not pre-approved. On a periodic basis, management reports to the Audit Committee regarding the actual spending for such projects and services compared to the approved amounts. All of the services provided by Deloitte, our independent auditor in 20112014 and 2010,2015, including services related to audit, audit-related fees, tax fees, and all other fees described above, were approved by the Audit Committee under its pre-approval policies.
The Audit Committee'sCommittee’s policies permit the Company'sCompany’s independent accountants, KPMG,Deloitte, to provide audit-related services, tax services, and non-audit services to the Company, subject to the following conditions:
(1) KPMGDeloitte will not be engaged to provide any services that may compromise its independence under applicable laws and regulations, including rules and regulations of the Securities and Exchange CommissionSEC and the Public Company Accounting Oversight Board;PCAOB;
(2) KPMGDeloitte and the Company will enter into engagement letters authorizing the specific audit-related services or non-audit services and setting forth the cost of such services;
(3) The Company is authorized, without additional Audit Committee approval, to engage KPMGDeloitte to provide (a) audit-related and tax services, including due diligence and tax planning related to acquisitions where KPMGDeloitte does not audit the target company, to the extent that the cost of such engagement does not exceed $250,000, (b) due diligence and tax planning related to acquisitions where KPMGDeloitte audits the target company, to the extent the cost of such engagement does not exceed $20,000, and (c) services not otherwise covered by (a) or (b) above to the extent the cost of such engagements does not exceed $150,000; provided, however, that the aggregate amount of all such engagements under (a), (b), and (c) may not exceed $350,000 in any calendar quarter; and
(4) The ChairmanChair of the Audit Committee will be promptly notified of each engagement, and the Audit Committee will be updated quarterly on all engagements, including fees.
PROPOSAL 3 - RE-APPROVAL OF THE MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE TRIMAS CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-APPROVAL OF THE MATERIAL TERMS FOR QUALIFIED PERFORMANCE-BASED COMPENSATION UNDER THE TRIMAS CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN

General
The TriMas Corporation 2011 Omnibus Incentive Compensation Plan (the “2011 Plan”), as amended by 2013’s Amendment No. 1 to the 2011 Plan (the “First Amendment”), continues to afford the Compensation Committee the flexibility to design equity-based compensatory awards that are responsive to the Company’s business needs and authorizes a variety of awards designed to advance the interests and long-term success of the Company. Our shareholders first approved the 2011 Plan at the Company’s 2011 Annual Meeting of Shareholders. At the Company’s 2013 Annual Meeting of Shareholders, our shareholders approved the First Amendment to increase the number of shares authorized for issuance under the 2011 Plan by 2,000,000 shares. The 2011 Plan, as amended by the First Amendment, is referred to in this proposal as the “Amended 2011 Plan.”

17



In addition to the Amended 2011 Plan, the Company currently maintains the TriMas Corporation 2006 Long Term Equity Incentive Plan, as amended (the “2006 Plan”), which provides for the future issuance of equity-based awards in various forms until November 1, 2016.
Shareholders are not being asked to approve the Amended 2011 Plan. Instead, shareholders are being asked to re-approve only the material terms for “qualified performance-based compensation” under the Amended 2011 Plan for purposes of the approval requirements under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). This re-approval is intended to preserve the Company’s ability to potentially design certain types of awards under the Amended 2011 Plan so that they may be able to satisfy the requirements for “qualified performance-based compensation” and may permit the Company to benefit from certain tax deductions, under Section 162(m) of the Code.
Section 162(m) of the Code disallows a deduction for certain compensation paid to our Chief Executive Officer and to each of our other three most highly compensated executive officers, other than our Chief Financial Officer, in a taxable year to the extent that compensation to such covered employee exceeds $1 million for such year. However, some types of compensation, including “qualified performance-based compensation” under Section 162(m) of the Code, are not subject to the deduction limit if the compensation satisfies the requirements of Section 162(m) of the Code. The deduction limit does not apply to compensation paid under a shareholder-approved plan that meets certain requirements for “qualified performance-based compensation” under Section 162(m) of the Code. While we believe it is in the best interests of the Company and its shareholders to have the ability to potentially grant “qualified performance-based compensation” under the Amended 2011 Plan, we may decide to grant compensation to covered employees that will not qualify as “qualified performance-based compensation” for purposes of Section 162(m) of the Code. Moreover, even if we intend to grant compensation that qualifies as “qualified performance-based compensation” for purposes of Section 162(m) of the Code under the Amended 2011 Plan, we cannot guarantee that such compensation will so qualify or will ultimately be deductible by us.
Generally, compensation attributable to performance-based awards may be deemed to qualify as “qualified performance-based compensation” under Section 162(m) of the Code if: (1) the grant is made by a committee of outside directors for purposes of Section 162(m) of the Code; (2) the plan under which the award is granted states the maximum number of shares with respect to which share-based awards and the maximum amount of cash awards that may be granted to any individual during a specified period of time; and (3) the amount of compensation an individual may receive under the award is based solely on the achievement of one or more pre-established performance goals which incorporate business criteria approved by shareholders. Shareholder approval of this proposal is intended to satisfy the shareholder approval requirements of Section 162(m) of the Code.
The Company is seeking shareholder re-approval of the material terms for “qualified performance-based compensation” under the Amended 2011 Plan, including the performance measures and grant limits under the Amended 2011 Plan, as well as the individuals eligible to receive awards under the Amended 2011 Plan, to have the flexibility to potentially grant awards under the Amended 2011 Plan that may be fully deductible for federal income tax purposes. If the Company’s shareholders re-approve the material terms for “qualified performance-based compensation” under the Amended 2011 Plan, assuming that all other requirements under Section 162(m) of the Code are met, we may be able to obtain tax deductions with respect to awards issued under the Amended 2011 Plan to our covered employees without regard to the limitations of Section 162(m) of the Code through the end of the Amended 2011 Plan term in 2021 (in other words, for around five years). If the Company’s shareholders do not approve this proposal, the Company will generally be limited in its ability to make certain performance-based awards.
The Company is not seeking to increase the amount of shares available for issuance or to adjust any of the individual award limits contained in the Amended 2011 Plan, nor is the Company amending the Amended 2011 Plan in any other way.
The actual text of the Amended 2011 Plan is attached to this proxy statement as Appendix A. The following description of the Amended 2011 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.
Section 162(m) Performance Measures
As discussed above, the Company’s only reason for submitting this proposal to shareholders is to obtain shareholder re-approval of the material terms for “qualified performance-based compensation” under the Amended 2011 Plan for purposes of Section 162(m) of the Code. Such shareholder re-approval is expected to enable us to structure certain awards so that they may be able to qualify as “qualified performance-based compensation” under Section 162(m) of the Code.
In particular, the Amended 2011 Plan includes a list of performance measures upon which the Compensation Committee must condition a grant or vesting of a “qualified performance-based award” pursuant to the Amended 2011 Plan, which measures are as follows (which may be modified to exclude the impact of certain non-recurring charges):

18



basic earnings per common share for the Company on a consolidated basis;
diluted earnings per common share for the Company on a consolidated basis;
total stockholder return;
net sales;
cost of sales;
gross profit;
selling, general and administrative expenses;
operating profit, alone or as a percentage of sales;
income before interest and/or the provision for income taxes;
net income;
productivity;
inventory turnover;
return on equity;
return on assets;
sales of new products;
economic value added, or another measure of profitability that considers the cost of capital employed;
net cash provided by operating activities;
net increase (decrease) in cash and cash equivalents;
customer satisfaction;
market share; and
product quality.

Summary of Material Terms of the Amended 2011 Plan
Purpose. The purpose of the Amended 2011 Plan is to enhance the ability of the Company to attract and retain highly qualified directors, officers, key employees, and other persons and to motivate such persons to serve the Company and to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company.
Stock Reserved for Issuance Under the Amended 2011 Plan. The Amended 2011 Plan permits the award to directors, officers, employees, and other service providers of the Company of restricted stock, restricted stock units, options to purchase stock, stock appreciation rights, unrestricted stock, dividend equivalent rights, and other awards to acquire up to an aggregate of 3,246,588 shares of Common Stock. This number was adjusted from the prior limit of 2,850,000 shares pursuant to the anti-dilution provision in the Amended 2011 Plan at the time of the Spin Off. For purposes of the share limit, each option to purchase a share of Common Stock and each stock appreciation right will be counted as one share, and each share of restricted stock, restricted stock unit, or share of unrestricted stock will be counted as 1.75 shares of Common Stock. Rights to receive dividends on Common Stock (except for rights to receive dividends in cash which are related to other awards which are already counted as 1.75 shares of Common Stock) will also themselves be counted as 1.75 shares of Common Stock. This method of counting recognizes the greater value inherent in a share of Common Stock than in an option to purchase a share of Common Stock at a price generally equal to its fair market value on the date of grant.
If any Common Stock covered by an award under the Amended 2011 Plan is not purchased or is forfeited, or if an award otherwise terminates without delivery of Common Stock, then the number of shares of Common Stock related to the award and subject to such forfeiture or termination will not be counted against the aggregate limit above, but will again be available for making awards under the Amended 2011 Plan. In addition, the following will not be added back to the number of shares of Common Stock available for issuance under the Amended 2011 Plan: (1) shares of Common Stock that are subject to a stock option or a share-settled stock appreciation right and are not issued upon the net settlement or net exercise of such stock option or stock appreciation right; (2) shares of Common Stock delivered to or withheld by the Company or one of its subsidiaries or affiliates to pay the exercise price or the withholding taxes under stock options or stock appreciation rights; or (3) shares of Common Stock repurchased on the open market with the proceeds of a stock option exercise. Common Stock issued under the Amended 2011 Plan pursuant to awards assumed or substituted in connection with mergers, reorganizations, separations, or other transactions by us will not reduce the number of shares reserved for issuance under the Amended 2011 Plan. The closing price of the Company’s Common Stock on the Record Date was $17.02.
The stock issued or to be issued under the Amended 2011 Plan consists of authorized but unissued shares of Common Stock or issued Common Stock that has been reacquired by the Company or one of its subsidiaries or affiliates.

19



Other Amended 2011 Plan Limits. The maximum number of shares of Common Stock subject to stock options or stock appreciation rights that can be awarded under the Amended 2011 Plan to any person is 350,000 per year. The maximum number of shares of Common Stock that can be awarded under the Amended 2011 Plan to any person, other than pursuant to stock options or stock appreciation rights, is 200,000 per year. These limits are subject to adjustment as further described in the Amended 2011 Plan.
Eligibility. Awards may be made under the Amended 2011 Plan to our directors, officers, employees, or consultants. The Company estimates that participants in the Amended 2011 Plan will potentially include 100 employees, seven non-employee directors, and zero consultants.
Administration. The Amended 2011 Plan will be administered by the Compensation Committee of the Board or such other committee of the Board designated by the Board. The Compensation Committee will have full power and authority, in its sole discretion, to take all actions and to make all determinations required or provided for under the Amended 2011 Plan, any award or award agreement under the Amended 2011 Plan. The Compensation Committee may delegate to a subcommittee of directors and/or officers the authority to grant or administer awards to persons who are not then reporting persons under Section 16 of the Exchange Act and who are not “covered employees” for purposes of Section 162(m) of the Code.
Subject to the terms of the Amended 2011 Plan, the Compensation Committee may select participants to receive awards, determine the amounts and types of awards, prescribe the form of award agreement evidencing each award, amend, modify, or supplement the terms of any outstanding award, and interpret provisions of the Amended 2011 Plan. However, no amendment, modification, or supplement of any award will, without the consent of the participant, impair the participant’s rights under such award, make subject to Section 409A of the Code any award that was not so subject upon grant, or cause any award that is subject to Section 409A of the Code to cease to comply with Section 409A of the Code.
The Company may retain the right in an award agreement to cause a forfeiture of the gain realized by a participant on account of actions taken by the participant in violation or breach of certain non-competition or similar agreements, to the extent specified in the award agreement applicable to the participant. Furthermore, unless the Compensation Committee provides otherwise in the applicable award agreement, the Company may annul an award if the participant is an employee of the Company or a subsidiary or affiliate of the Company and is terminated for “cause” as defined in the applicable award agreement or the Amended 2011 Plan, as applicable.
Subject to the adjustment provisions of the Amended 2011 Plan, stock options and stock appreciation rights may not be amended to lower their exercise or base prices, either by lowering the exercise price or base price or by canceling the outstanding stock option or stock appreciation right and granting a replacement or substitute stock option or stock appreciation right with a lower exercise or base price without the approval of the Company’s shareholders.
Award Agreements. Each award granted under the Amended 2011 Plan will be evidenced by an award agreement, in such form or forms as the Compensation Committee determines. Award agreements granted from time to time or at the same time need not contain similar provisions but will be consistent with the terms of the Amended 2011 Plan.
Types of Awards Available for Grant under the Amended 2011 Plan
Stock Options. The Amended 2011 Plan permits the granting of options to purchase Common Stock intended to qualify as incentive stock options under the Code and also options to purchase stock that do not qualify as incentive stock options (“non-qualified options”). However, incentive stock options can only be granted to key employees of the Company or its subsidiaries. The stock options we have granted have historically been principally non-qualified options.
The exercise price of each option may not be less than 100% of the fair market value of the Common Stock on the date of grant. In the case of certain 10% shareholders who receive incentive stock options, the exercise price may not be less than 110% of the fair market value of the stock on the date of grant. An exception to these requirements is made for any options that the Company grants in substitution for options held by directors, officers, employees, and consultants of a company that we acquire. In such a case, the exercise price would be adjusted to preserve the economic value of such holder’s option from his or her former employer.
The term of each option is fixed by the Compensation Committee and may not exceed ten years from the date of grant.
Unless the Compensation Committee otherwise provides, upon the termination of a participant’s service, any stock option held by such participant that has not vested will immediately be deemed forfeited and any otherwise vested stock option or unexercised portion of such stock option will terminate three months after the date of such termination of service, but in no event later than the date of expiration of the stock option. If a participant’s service is terminated for cause (as defined in the Amended 2011 Plan), the stock option or unexercised portion of the stock option will terminate as of the date of such termination. Unless the Compensation

20



Committee otherwise provides, if a participant’s service is terminated (1) due to disability (as defined in the Amended 2011 Plan), the stock option will continue in accordance with its terms and will expire on its normal date of expiration, or (2) due to death, any stock option of the deceased participant will continue in accordance with its terms, may be exercised, to the extent of the number of shares of Common Stock with respect to which he/she could have exercised the stock option on the date of his/her death, by his/her estate, personal representative, or beneficiary who acquires the stock option by will or by the laws of descent and distribution, and will generally expire on its normal date of expiration. Termination provisions will be determined in the sole discretion of the Compensation Committee, need not be uniform among all stock options issued under to the Amended 2011 Plan, and may reflect distinctions based on the reasons for termination of service.
The Compensation Committee may provide that in the event of a change in control (as defined in the Amended 2011 Plan), a participant’s unvested stock options will become fully vested and may be exercised until their normal date of expiration.
In general, an optionee may pay the exercise price of an option by cash, certified check, by tendering Common Stock (which, if acquired from us, has been held by the optionee for at least six months), by means of a broker-assisted cashless exercise, or by such other method that may be approved by the Compensation Committee that is consistent with applicable laws, regulations, and rules.
Options granted under the Amended 2011 Plan may not be assigned or transferred by the participant other than by will or under applicable laws of descent and distribution. However, the Compensation Committee may permit limited transfers of non-qualified options for the benefit of certain family members of participants or related entities, subject to limitations as described in the Amended 2011 Plan.
Stock Appreciation Rights. Stock appreciation rights are rights to receive a number of shares of Common Stock or, in the discretion of the Compensation Committee, an amount in cash or a combination of stock and cash, based on the increase in the fair market value of the stock underlying the right over (subject to certain exceptions for substitute awards) the fair market value of such stock on the date of grant (or over an amount greater than the grant date fair market value, if the Compensation Committee so determines) during a stated period specified by the Compensation Committee not to exceed ten years from the date of grant. The Compensation Committee will determine the time or times when, and the conditions under which, a stock appreciation right may be exercised (including based on the achievement of performance goals or service requirements).
Restricted Stock and Restricted Stock Units. The Amended 2011 Plan permits the granting of restricted stock and restricted stock units. Restricted stock is stock granted subject to forfeiture if specified vesting periods and/or performance targets are not met. Restricted stock units are substantially similar to restricted stock but result in the issuance of stock upon meeting specified vesting periods and/or performance targets, rather than the issuance of the stock in advance. Restricted stock and restricted stock units granted under the Amended 2011 Plan may not be sold, transferred, pledged, or assigned prior to meeting the specified vesting periods and/or performance targets.
Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote such restricted stock and the right to receive any dividends or other distributions declared or paid with respect to such stock. However, the right to receive dividends with respect to a performance-based award will only be granted to participants if and to the extent that the underlying award vests.
Unless the Compensation Committee determines otherwise, holders of restricted stock units will have no rights as shareholders of the Company. The Compensation Committee may provide that the holder of restricted stock units will be entitled to receive, upon the payment of a cash dividend or distribution on outstanding Common Stock, or at any time thereafter, a cash payment for each restricted stock unit held equal to the per-share dividend, paid on the Common Stock in accordance with the terms of the Amended 2011 Plan. However, the right to receive dividends or distributions with respect to a performance-based award will only be granted to participants if and to the extent that the underlying award vests.
The Compensation Committee determines the vesting periods and/or performance targetswith respect to awards of restricted stock units and restricted stock.
Unrestricted Stock. The Amended 2011 Plan permits the granting of unrestricted stock, which is Common Stock free of any restrictions under the Amended 2011 Plan. Unrestricted stock awards may be granted or sold in respect to past services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to the participant.
Dividend Equivalent Rights. Dividend equivalent rights are rights entitling the recipient to receive amounts equal to the cash dividends that would have been paid if the recipient had held a specified number of shares of Common Stock. Dividend equivalent rights may not be granted relating to stock subject to an option or stock appreciation right. The terms and conditions of dividend

21



equivalent rights will be specified in the award. Dividend equivalents credited to the holder of a dividend equivalent right may be paid currently or may be deemed to be reinvested in additional Common Stock, which may thereafter accrue additional equivalents. Any such reinvestment will be at the fair market value on the date that the distribution otherwise would have been paid. Dividend equivalent rights may be settled in cash or Common Stock or a combination of the two, in a single installment or installments, all determined in the sole discretion of the Compensation Committee. A dividend equivalent right granted as a component of another award may provide that such dividend equivalent right will be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other award, unless such settlement would cause an award that is otherwise exempt from Section 409A of the Code to become subject to Section 409A of the Code. Such dividend equivalent right will expire or be forfeited or annulled under the same conditions as such other award. A dividend equivalent right granted as a component of another award may also contain terms and conditions different from such other award.
Cash Awards. The Compensation Committee may also award cash-based awards under the Amended 2011 Plan.
Performance Awards
Overview. The right of a participant to exercise or receive a grant or settlement of any performance-based award, and the timing of such right, may be subject to such corporate or individual performance conditions as may be specified by the Compensation Committee. The Compensation Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any award subject to performance conditions, subject to certain limitations with respect to awards intended to qualify as “qualified performance-based compensation” for purposes of Section 162(m) of the Code (“Qualified Performance-Based Awards”).
The Compensation Committee would exclusively use one or more of the business criteria listed above under the heading “Section 162(m) Performance Measures” in establishing performance goals for Qualified Performance-Based Awards. Such criteria may be based on the Company, on a consolidated basis, or based on specified subsidiaries or business units of the Company (except with respect to total shareholder return and earnings per share (“EPS”) criteria). Business criteria may be measured on an absolute basis or on a relative basis (in other words, performance relative to peer companies) and on a GAAP or non-GAAP basis. The performance goals for such Qualified Performance-Based Awards will consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Compensation Committee, subject to the applicable provisions of the Amended 2011 Plan. Such performance goals will be objective and will otherwise meet the requirements of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the Compensation Committee resulting in the achievement of performance goals is “substantially uncertain.” The Compensation Committee may determine that such Qualified Performance-Based Awards will be granted, exercised, and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise, and/or settlement of such Qualified Performance-Based Awards. Performance goals may differ for Qualified Performance-Based Awards granted to any one participant or to different participants.
The Compensation Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Qualified Performance-Based Awards. The Compensation Committee will specify in the award agreement the circumstances in which such Qualified Performance-Based Awards will be paid or forfeited in the event of termination of service by the participant prior to the end of a performance period or settlement of Qualified Performance-Based Awards. However, except in the case of death or disability of a participant, a Qualified Performance-Based Award will not be earned and paid until after (1) expiration of the applicable performance period and attainment of the applicable performance goals, and (2) certification by the Compensation Committee that the performance goals and any other material terms of the Qualified Performance-Based Award have been attained or satisfied. In the case of death or disability of a participant, the Compensation Committee may determine that the performance goals will be deemed to have been satisfied on terms determined by the Compensation Committee. In the case of awards that are paid and settled other than in Common Stock, where the amount or value of the payment is not determined by reference to the value of the Common Stock to which the awards relate, the amount paid to any participant during any calendar year in settlement of any such award will not exceed $6,000,000.
Changes in Stock. In general, if the number of outstanding shares of Common Stock is increased or decreased or the Common Stock is changed into or exchanged for a different number or kind of stock or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse split, combination of stock, exchange of stock, stock dividend, or other distribution payable in capital stock, or other increase or decrease in such Common Stock effected without receipt of consideration by the Company, the number and kinds of shares of Common Stock for which grants of stock options and other awards may be made under the Amended 2011 Plan (including the individual limits) will be adjusted proportionately and accordingly by the Company. In addition, the number and kind of shares of Common Stock for which awards are outstanding will be adjusted proportionately and accordingly so that the proportionate interest of the participant immediately following such event will, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding stock options or stock

22



appreciation rights will not change the aggregate exercise price or base price payable with respect to Common Stock subject to the unexercised portion of an outstanding stock option or stock appreciation right, as applicable, but will include a corresponding proportionate adjustment in the exercise price or base price per share. The conversion of any convertible securities of the Company will not be treated as an increase in shares of Common Stock effected without receipt of consideration. In the event of any distribution to the Company’s shareholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a nonextraordinary dividend payable in cash or in shares of the Company) without receipt of consideration by the Company, the Company may, in such manner as the Company deems appropriate, adjust (1) the number and kind of shares of Common Stock subject to outstanding awards under the Amended 2011 Plan and/or (2) the exercise price of outstanding stock options and stock appreciation rights to reflect such distribution. All adjustments as described in this paragraph will comply with Section 409A, 162(m), 422 and 424 of the Code.
Adjustments. Additional adjustment provisions apply under the Amended 2011 Plan in certain other events as described in the Amended 2011 Plan, including for certain reorganizations or mergers in which the Company is the surviving entity and certain other corporate transactions specified in the Amended 2011 Plan. Adjustments related to Common Stock or other securities of the Company will be made by the Compensation Committee, whose determination in that respect will be final, binding, and conclusive. No fractional shares of Common Stock or other securities will be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment will be eliminated in each case by rounding down to the nearest whole share. The Compensation Committee will determine the effect of certain corporate transactions on awards under the Amended 2011 Plan other than stock options, stock appreciation rights, restricted stock, and restricted stock units and such effect will be set forth in the appropriate award agreement. The Compensation Committee may provide in the award agreements at the date of grant, or any time thereafter with the consent of the participant, for different treatment to apply to an award.
Withholding Taxes. The Company or one of its subsidiaries or affiliates, as the case may be, will have the right to deduct from payments of any kind otherwise due to a participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an award or upon the issuance of any Common Stock upon the exercise of a stock option or pursuant to an award or otherwise. Alternatively, at the time of such vesting, lapse, or exercise, the participant will pay to the Company or one of its subsidiaries or affiliates, as the case may be, any amount that the Company or one of its subsidiaries or affiliates may reasonably determine to be necessary to satisfy such withholding obligation. The Company may elect to, or may cause a Subsidiary or Affiliate, to withhold Stock otherwise issuable to the participant in satisfaction of a participant’s withholding obligations at the statutory minimum withholding rate. Subject to the prior approval of the Company, the participant may elect to satisfy such obligations, in whole or in part, by delivering to the Company or one of its subsidiaries or affiliates Common Stock already owned by the participant, which Common Stock, if acquired from the Company, will have been held for at least six months at the time of tender. Any Common Stock so delivered or withheld will have an aggregate fair market value equal to such withholding obligations at the statutory minimum withholding rate. The fair market value of the Common Stock used to satisfy such withholding obligation will be determined by the Company as of the date that the amount of tax to be withheld is to be determined.
Amendment or Termination of the Plan. The Board may amend, suspend, or terminate the Amended 2011 Plan at any time as to any Common Stock as to which awards have not been made. However, no amendment may adversely impair the rights of participants with respect to outstanding awards, except in order to comply with Section 409A of the Code. Further, unless terminated earlier, the Amended 2011 Plan will terminate ten years after its effective date (which was the date of the 2011 annual meeting of shareholders). The termination of the Amended 2011 Plan will not affect any award outstanding on the date of such termination. Amendments will be submitted for shareholder approval to the extent required by the Code or other applicable laws, rules, regulations or stock exchange listing requirements.
U.S. Federal Income Tax Consequences
The following is a brief summary of some of the federal income tax consequences of certain transactions under the Amended 2011 Plan based on federal income tax laws in effect. This summary, which is presented for the information of shareholders considering how to vote on this proposal and not for Amended 2011 Plan participants, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare or Social Security taxes), or state, local, or foreign tax consequences.
Tax Consequences to Participants.
Non-qualified Options. In general, (1) no income will be recognized by an optionee at the time a non-qualified option is granted; (2) at the time of exercise of a non-qualified option, ordinary income will be recognized by the optionee in an amount equal to the difference between the exercise price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and (3) at the time of sale of shares acquired pursuant to the exercise of a non-qualified option, appreciation (or

23



depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.
Incentive Option Rights. No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee as a long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the optionee generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the option price paid for such shares. Any further gain (or loss) realized by the participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.
Stock Appreciation Rights. No income will be recognized by a participant in connection with the grant of a tandem stock appreciation right or a free-standing stock appreciation right. When the stock appreciation right is exercised, the participant normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received on the exercise.
Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the participant for such restricted stock) at such time as the shares are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that is subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the participant.
Restricted Stock Units. No income generally will be recognized upon the award of restricted stock units. Any subsequent transfer of unrestricted shares of common stock or cash in satisfaction of such award will generally result in the recipient recognizing ordinary income at the time of transfer, in an amount equal to the aggregate amount of cash and the fair market value of the unrestricted shares of common stock received over the amount paid, if any, by the participant, and the capital gains/loss holding period for such shares will also commence on such date.
Performance-Based Awards such as Performance Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of common stock received.
Dividend Equivalent Rights. Participants who receive dividend equivalent rights will be required to recognize ordinary income in an amount equal to the amount paid to the grantee pursuant to the award.
Unrestricted Stock. Participants who are awarded unrestricted stock will be required to recognize ordinary income in an amount equal to the fair market value of the stock on the date of the award, reduced by the amount, if any, paid for such stock.
Tax Consequences to the Company and Its Subsidiaries.
To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Code, and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code. In this regard, certain types of awards under the Amended 2011 Plan, such as time-vested restricted stock and restricted stock units, cannot qualify as performance-based awards under Section 162(m), and in other cases awards may fail to qualify if all requirements for qualification are not met in connection with such awards.

24



New Plan Benefits
It is not possible to determine specific amounts and types of awards that may be awarded in the future under the Amended 2011 Plan because the grant and actual settlement of awards under the Amended 2011 Plan are subject to the discretion of the plan administrators.
Vote Required for Re-Approval
The re-approval of the material terms for “qualified performance-based compensation” under the Amended 2011 Plan for purposes of Section 162(m) of the Code requires the affirmative vote of the holders of a majority of the total shares of Common Stock present in person or represented by proxy and entitled to vote on the matter, provided that a quorum of at least a majority of the outstanding shares are present or represented at the meeting. If you abstain from voting on this matter, your abstention will have the same effect as a vote against the matter. Broker non-votes will have no effect on the outcome of the matter. Proxies submitted pursuant to this solicitation will be voted “FOR” the re-approval of the material terms for “qualified performance-based compensation” under the Amended 2011 Plan for purposes of Section 162(m) of the Code, unless specified otherwise.


25

Security Ownership of Certain Beneficial Owners and Management


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
and Related Shareholder MattersAND RELATED SHAREHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of the Company's common stockCommon Stock as of the Record Date by:
each person known by us to beneficially own more than 5% of the Company's common stock;Common Stock;
each of the Company'sCompany’s Directors and Director nominees;
each of the Named Executive Officers ("NEOs");NEOs; and
all of the Company'sCompany’s Directors and NEOsexecutive officers as a group.
The percentages of common stockCommon Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares, (i) voting power, which includes the power to vote or to direct the voting of the security, (ii) investment power, which includes the power to dispose of or to direct the disposition of the security, or (iii) rights to acquire voting stockCommon Stock that are currently exercisable or convertible, or will become exercisable or convertible within 60 days of

15


the Record Date. Except as indicated in the footnotes to this table, each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. As of the Record Date, the Company had 35,177,40945,481,265 shares outstanding and 806,686 shares that are deemed “beneficially owned” under the SEC rules described above.outstanding.
Shares Beneficially
Owned
Name and Beneficial OwnerNumberPercentage
Heartland Industrial Associates, L.L.C.(1)(2)
5,404,972

—%
177 Broad Street, Stamford, CT 06901


Lord Abbett & Co. LLC(3)
4,318,501
—%
     90 Hudson Street, Jersey City, NJ 07302
William Blair & Company, L.L.C.4,152,480

—%
222 West Adams Street, Chicago, IL 60606


FMR LLC(4)
2,646,630
—%
     82 Devonshire Street, Boston, Massachusetts 02109




First Manhattan Co. 1,826,470

—%
     437 Madison Avenue, New York, NY 10022


Lynn A. Brooks(5)(7)
117,968

—%
Marshall A. Cohen(5)(7)
34,958

—%
Richard M. Gabrys(5)(7)
35,958

—%
Eugene A. Miller(5)(7)
54,770

—%
Joshua A. Sherbin(5)(7)
107,990

—%
Daniel P. Tredwell(2)
5,404,972

—%
Samuel Valenti III(5)(6)(7)
233,958

—%
David M. Wathen(5)(7)
433,941

—%
Robert J. Zalupski(5)(7)
72,226

—%
A. Mark Zeffiro(5)(7)
61,246

—%
All NEOs and directors as a group (10 persons)(2)(5)(6)(7)
6,299,272

—%
  Shares Beneficially
Owned
Name and Beneficial Owner Number Percentage
FMR LLC(1)
 5,639,194
 12.4%
  245 Summer Street, Boston, Massachusetts 02210    
Wellington Management Group LLP(2)
 4,309,586
 9.5%
      280 Congress Street, Boston, Massachusetts 02210    
Champlain Investment Partners, LLC(3)
 3,292,305
 7.2%
 180 Battery Street, Burlington, Vermont 05401    
The Vanguard Group(4)
 2,982,467
 6.6%
 100 Vanguard Blvd, Malvern, Pennsylvania 19355    
BlackRock, Inc.(5)
 2,399,560
 5.3%
      55 East 52nd Street, New York, New York 10055    
First Manhattan Co.(6)
 2,267,976
 5.0%
      399 Park Avenue, New York, New York, 10022    
Marshall A. Cohen(7)(8)
 4,005
 —%
Richard M. Gabrys(7)(8)
 50,998
 —%
Nancy S. Gougarty(7)(8)
 2,976
 —%
Colin E. Hindman(7)(8)
 22,017
 —%
Eugene A. Miller(7)(8)
 69,626
 —%
Herbert K. Parker(7)(8)
 6,505
 —%
Joshua A. Sherbin(7)(8)
 63,242
 —%
Nick L. Stanage(7)(8)
 6,981
 —%
Daniel P. Tredwell(7)(8)
 10,429
 —%
Samuel Valenti III(7)(8)
 17,387
 —%
David M. Wathen(7)(8)(9)
 569,733
 1.3%
Robert J. Zalupski(7)(8)
 87,799
 —%
A. Mark Zeffiro(7)(8)
 13,814
 —%
All executive officers and directors as a group (13 persons)(7)(8)
 925,512
 2.0%


26



(1) 
TheseInformation contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 12, 2016 by FMR LLC. As of December 31, 2015, FMR LLC had sole voting power with respect to 169,751 shares of common stock are beneficially owned indirectly by Heartland Industrial Associates, L.L.C.Common Stock and sole dispositive power with respect to 5,639,194 shares of Common Stock as the general partnera result of eachacting as investment adviser to various investment companies registered under Section 8 of the limited partnerships, which hold sharesInvestment Company Act of common stock directly. These limited liability companies and limited partnership hold common stock as follows: 2,768,136 shares are held by TriMas Investment Fund I, L.L.C. (“TIF I”); 2,243,827 shares are held by Metaldyne Investment Fund I, L.L.C. (“MIF I”); 314,785 shares are held by HIP Side-by-Side Partners, L.P.; 45,272 shares are held by TriMas Investment Fund II, L.L.C.; and 32,952 shares are held by Metaldyne Investment Fund II, L.L.C. In addition, by reason of the Shareholders Agreement summarized under “Transactions with Related Persons-Shareholders Agreement,” Heartland Industrial Associates, L.L.C., and Heartland Industrial Partners, L.P., as the managing member of TIF I, MIF I, may be deemed to share beneficial ownership of shares of common stock held by other shareholders party to the Shareholders Agreement and may be considered to be a member of a “group,” as such term is used under Section 13(d) under the Exchange Act.

(2)
All shares are beneficially owned as disclosed in footnote (1). Mr. Tredwell is the Managing Member of Heartland Industrial Associates, L.L.C., but disclaims beneficial ownership of such shares. The business address for Mr. Tredwell is 177 Broad Street, Stamford, CT 06901.1940.
(3)
These shares of common stock are beneficially owned indirectly by Lord Abbett & Co. LLC as follows: 2,584,400 shares are held by Lord Abbett & Co LLC and 1,734,101 shares are held by Lord Abbett Research Fund Inc. The shares beneficially owned by Lord Abbett & Co. LLC are held on behalf of investment advisory clients, which may include investment companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional clients.
(4)(2) 
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on February 14, 201211, 2016 by FMR LLC. FidelityWellington Management & ResearchGroup LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company ("Fidelity"LLP (“Wellington”). As of December 31, 2015, Wellington had shared voting power with respect to 3,356,952 shares of Common Stock and share dispositive power with respect to 4,309,586 shares of Common Stock.
(3)
Information contained in the columns above and this footnote is based on a report on Schedule 13G filed with the SEC on March 17, 2016 by Champlain Investment Partners, LLC (“Champlain Investment”). As of December 31, 2015, Champlain Investment had sole voting power with respect to 2,342,360 shares of Common Stock and sole dispositive power with respect to 3,292,305 shares of Common Stock.
(4)
Information contained in the columns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on February 11, 2016 by The Vanguard Group, Inc. (“Vanguard Group”). As of December 31, 2015, Vanguard Group had sole voting power with respect to 60,219 shares of Common Stock, sole dispositive power with respect to 2,921,548 shares of Common Stock and shared dispositive power with respect to 60,919 shares of Common Stock. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 56,919 shares of Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard Group, is the beneficial owner of 7,300 shares of Common Stock as a result of its serving as investment manager of Australian investment offerings.

16


subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,646,630 shares of the Common Stock outstanding of TriMas as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, these shares. The principal place of business for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.
(5)
For Messrs. Brooks, Cohen, Gabrys, Miller, Sherbin, Valenti, Wathen and Zalupski, the number set forthInformation contained in the table includes optionscolumns above and this footnote is based on a report on Schedule 13G/A filed with the SEC on January 27, 2016 by BlackRock, Inc. (“BlackRock”). As of December 31, 2015 BlackRock had sole voting power with respect to purchase 48,333, 26,000, 25,000, 26,000, 55,000, 200,000, 66,667 and 37,334 shares, respectively, granted under the Company's 2002 and 2006 Long Term Equity Incentive Plans, that are currently exercisable or will be per the SEC's beneficial ownership rules; for Mr. Wathen, the number set forth in the table includes 8,333 restricted stock units awarded under the 2006 Long Term Equity Incentive Plan as earned in his employment agreement; and for Messrs. Brooks, Cohen, Gabrys, Miller, Sherbin, Valenti, Wathen, Zalupski and Zeffiro, the number set forth in the table includes 5,979, 8,958, 8,958, 8,958, 11,911, 8,958, 40,756, 4,892 and 16,329 restricted2,297,103 shares of common stock, respectively, awarded under the 2006 Long Term Equity Incentive Plan.
Common Stock and sole dispositive power with respect to 2,399,560 shares of Common Stock.
(6) 
Entities affiliatedInformation contained in the columns above and this footnote is based on a report on Schedule 13G filed with Mr. Valenti are membersthe SEC on February 12, 2016 by First Manhattan Co. (“First Manhattan”). As of Heartland Additional Commitment Fund, LLC which is a limited partnerDecember 31, 2015, First Manhattan had sole voting power with respect to 322,245 shares of Heartland.Common Stock, sole dispositive power with respect to 322,425 shares of Common Stock, shared voting power with respect to 1,834,351 shares of Common Stock and shared dispositive power with respect to 1,945,551 shares of Common Stock.
(7) 
Set forth in the table includes options to purchase shares granted under the Company’s 2002 Long Term Equity Incentive Plan and 2006 Plan, that are currently exercisable, and restricted shares of Common Stock, awarded under the Amended 2011 Plan. See below for further detail.
 CohenGabrysGougartyHindmanMillerParkerSherbinStanageTredwellValentiWathenZalupskiZeffiro
Stock Options—
29,611
—
—
28,427
—
—
—
—
—
78,965
38,827
—
Restricted Shares—
—
—
1,020
—
—
3,085
—
—
—
14,304
1,062
—
(8)
Except for Mr. Wathen, each director nominee director and named executive officer,NEO owns less than one percent of the outstanding shares of the Company's common stockCommon Stock and securities authorized for issuance under equity compensation plans.
(9)
Mr. Wathen has an outstanding pledge of up to 200,000 shares of Common Stock, which is equivalent to less than 1% of the shares of Common Stock outstanding.
Equity Compensation Plan Information
Plan category 
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(a)
 
Weighted-average exercise price of outstanding options, warrants and rights(2)(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(3))
(c)
Equity compensation plans approved by security holders 1,492,560
 $4.84
 1,419,862
Equity compensation plans not approved by security holders —
 —
 —

(1)
The number of shares reported may overstate dilution due to the inclusion of performance-based awards.

(2)
Restricted stock units and performance-based awards are not taken into account in the weighted-average exercise price as such awards have no exercise price.


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(3)
As of December 31, 2015, includes 367,329 shares available for future issuance under the 2006 Plan and 1,052,533 shares available for future issuance under the Amended 2011 Plan. Number of shares available for future issuance assumes target achievement for all existing performance-based awards.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, officers, and greater than 10% shareholders (if any) to file reports of ownership and changes in ownership with respect to our securities with the SEC and to furnish copies of these reports to us. We reviewed the filed reports and written representations from our directors, executive officers, and greater than 10% shareholders regarding the necessity of filing reports. With the exception of the late filing related to the reports on Form 4 dated for March 1, 2011 for each of Messrs. Wathen, Zeffiro, Sherbin and Zalupski, weWe believe that all of our officers, directors, and greater than 10% shareholders complied with all applicable Section 16(a) filing requirements for 20112015 with respect to the Company.
Executive Officers
Officers of the Company serve at the pleasure of the Board.
NameAgeTitle
David M. Wathen59
63Director, President and Chief Executive Officer
A. Mark ZeffiroRobert J. Zalupski46
57Chief Financial Officer
Thomas M. Benson56
President - Cequent Performance Products
Lynn A. Brooks58
President - Packaging Systems
Joshua A. Sherbin5349
Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary
Robert J. ZalupskiColin E. Hindman53
42Vice President, Finance, Corporate Development and TreasurerHuman Resources

David M Wathen. Business experience provided under “Director and Director Nominees.”

A. Mark Zeffiro. Mr. Zeffiro was appointed Chief Financial Officer of the Company in June 2008. Prior to joining the Company, Mr. Zeffiro held various financial management and business positions with General Electric Company (“GE”) and Black and Decker Corporation (“Black & Decker”). From 2004, during Mr. Zeffiro's four-year tenure with Black & Decker, he was Vice President of Finance for the Global Consumer Product Group and Latin America. In addition, Mr. Zeffiro was directly responsible for and functioned as general manager of Black and Decker's factory store business unit, a $50 million business comprising 38 factory stores and 500 personnel. From 2003 to 2004, Mr. Zeffiro was Chief Financial Officer of First Quality Enterprises, a private company producing consumer products for the health care market globally, where he led all financial activities, including funding, banking and audit. From 1988 through 2002 he held a series of operational and financial leadership positions with GE, the most recent of which was Chief Financial Officer of their medical imaging manufacturing division.


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Thomas M. Benson. Mr. Benson has been President of the Company's Cequent Performance Products, Inc. subsidiary since 2008. Prior to his appointment in 2005 as President of Cequent Towing Products, Inc., Mr. Benson held various management positions within the Cequent business, including President of Draw-Tite, Inc. Before joining the Company in 1984, Mr. Benson held the position of Manager Warranty Systems at Ford Motor Company from 1978 to 1984.

Lynn A. Brooks. Mr. Brooks has been President of the Packaging Systems business since July 1996. He joined Rieke Corporation, today part of the Packaging Systems business, in May 1978. Prior to his current position, his responsibilities at Rieke included Assistant Controller, Corporate Controller, and Vice President-General Manager. Before joining Rieke, he served with Ernst & Young in the Toledo, Ohio and Fort Wayne, Indiana offices.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company's General Counsel and Corporate Secretary in March 2005, and Vice President and Chief Compliance Officer in May 2008, prior to which he was employed as the North American Corporate Counsel and Corporate Secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was Senior Counsel, Assistant Corporate Secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

Robert J. Zalupski. Mr. Zalupski was appointed the Company's Vice President, FinanceCompany’s chief financial officer in January 2015. Previously, he served as vice president, finance and Treasurer in Januarytreasurer of the Company since 2003 and assumed responsibility for Corporate Developmentcorporate development in March 2010. He joined the Company as Directordirector of Financefinance and Treasurytreasury in July 2002, prior to which he worked in the Detroit office of Arthur Andersen. From August 1996 through November 2001, Mr. Zalupski was a partner in the audit and business advisory services practice of Arthur Andersen providing audit, business consulting, and risk management services to both public and privately held companies in the manufacturing, defense, and automotive industries. Prior to August 1996, Mr. Zalupski held various positions of increasing responsibility within the audit practice of Arthur Andersen serving public and privately held clients in a variety of industries.

Joshua A. Sherbin. Mr. Sherbin was appointed the Company’s general counsel and corporate secretary in 2005, vice president and chief compliance officer in May 2008, and senior vice president in March 2016. Prior to joining the Company, he was employed as the North American corporate counsel and corporate secretary for Valeo, a diversified Tier 1 international automotive supplier headquartered in Europe. Prior to joining Valeo in 1997, Mr. Sherbin was senior counsel, assistant corporate secretary for Kelly Services, Inc., an employment staffing company, from 1995 to 1997. From 1988 until 1995, he was an associate with the law firm Butzel Long in its general business practice.

Colin E. Hindman.Mr. Hindman has been with TriMas since 2002 and was appointed vice president of human resources in February 2010. In August 2008, Mr. Hindman was appointed group HR director and from 2002 to 2007, Mr. Hindman served in a variety of management positions within TriMas’ human resource departments. Prior to joining TriMas, Mr. Hindman held human resource management positions from 1996 to 2002 within Dana Corporation, a manufacturer of automotive product solutions, and Wabash Technologies, a manufacturer of sensors, actuatorsand assemblies.


TRANSACTIONS WITH RELATED PERSONS

Policy for Review, Approval, or Ratification of Transactions with Related Parties

Pursuant to its written charter, the Audit Committee is responsible for reviewing reports and disclosures of insider and affiliated party transactions and monitoring compliance with the Company'sCompany’s written Code of Conduct, which requires employees to disclose in writing any outside activities, financial interests, relationships, or other situations that do or may involve a conflict of interest or that present the appearance of impropriety.
Pursuant to the written charter of the Corporate Governance and Nominating Committee and the written Corporate Governance Guidelines, members of the Board of Directors must properly notify the President and Chief Executive Officer and the ChairmanChair of the Corporate Governance and Nominating Committee if any actual or potential conflict of interest arises between the Company and such member. After notification, the Board of Directors will evaluate and resolve the matter in the best interest of the Company upon recommendation of the Corporate Governance and Nominating Committee.

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It is also the Company's unwrittenCompany’s policy, which policy is not otherwise evidenced, that the Audit Committee review and approve all transactions (other than those that are de minimis in nature) in which the Company participates and in which any related person has or will have a direct or indirect material interest. In reviewing and approving such transactions, the Audit Committee obtains all information it believes to be relevant to a review and approval of the transaction. After consideration of the relevant information, the Audit Committee approves only those related person transactions that are determined not to be inconsistent with the best interests of the Company.
In addition, the Company'sCompany’s credit facility and the indenture governing the Company's senior subordinated notes containcontains covenants that restrict the Company'sCompany’s ability to engage in transactions that are at prices and on terms and conditions not less favorable to the Company than could be obtained at an arm's-lengtharm’s-length basis from unrelated parties. Such covenants influence the Company'sCompany’s policy for review, approval, and ratification of transactions with related parties.


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Heartland Industrial Partners
Initial Public Offering
On May 17, 2007, the Company completed an initial public offering which benefited all of the Company's pre-offering shareholders, and its officers and directors due principally to the creation of a public market for the Company's common stock. Upon the consummation of the offering, Heartland retained control of approximately 45.2% of the Company's voting stock. Disclosure of Heartland's ownership is described under “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”
Shareholders Agreement
Heartland and other investors are parties to a shareholders agreement regarding their ownership of the Company's common stock (the “Shareholders Agreement”). The Shareholders Agreement provides Heartland and the other parties to it with certain registration rights under the Securities Act of 1933, as amended. There are no arrangements or understandings between any of the Company's directors on the one hand and Heartland on the other hand pursuant to which a director was selected.
Advisory Services Agreement
The Company and Heartland are party to an advisory services agreement, pursuant to which Heartland is reimbursed for certain of its expenses and may continue to earn a fee not to exceed 1.0% of the transaction value for services provided in connection with certain future financings, acquisitions and divestitures by the Company, in each case subject to the approval of the disinterested members of the Company's Board of Directors. Heartland did not charge the Company any fees related to transaction services in 2010 or 2011.
Management Rights Agreement
The Company has entered into an agreement with Heartland granting certain rights to consult with management and receive information about the Company and to consult with the Company on significant matters so long as Heartland continues to own any of the Company's securities. Heartland has the right to attend Board meetings as an observer even if they no longer have the right to designate one or more members of the Board. Heartland must maintain the confidentiality of any material non-public information it receives in connection with the foregoing rights. Heartland will not be paid any fees or receive any compensation or expense reimbursement pursuant to this agreement.
Relationships with Heartland
The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. One of the Company's directors, Mr. Tredwell, is the managing member of Heartland Industrial Partners, L.L.C. Mr. Valenti, the Company's Chairman, is a former advisor to Heartland and is affiliated with entities that are members of a limited liability company that owns a limited partnership interest in Heartland. Heartland has informed the Company that its limited partners include many financial institutions, private and government employee pension funds and corporations. The Company may, in the ordinary course of business, have on a normal, customary and arm's length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relations.


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis Overview

Introduction
This Compensation Discussion &and Analysis (“CD&A”) describes and analyzes the executive compensation programsprogram in place at the Company for 2011 and key elements of the programour Named Executive Officers (“NEOs”) for 2012. 2015, which NEOs are:
(1)David M. Wathen - President and Chief Executive Officer;
(2)Robert J. Zalupski - Chief Financial Officer;
(3)Joshua A. Sherbin - Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary;
(4)Colin E. Hindman - Vice President, Human Resources; and
(5)A. Mark Zeffiro - Former Executive Vice President and Chief Financial Officer until January 11, 2015. From January 12, 2015 until Mr. Zeffiro’s departure from the Company effective upon the Spin Off of the Cequent Americas and Cequent APEA segments (collectively “Cequent”) on June 30, 2015, Mr. Zeffiro was the Executive Vice President - Cequent.
Your understanding of our executive compensation program is important to the Company. The goal of this CD&A is to explain:
Our compensation philosophy and objectives for executives of the Company including our NEOs;NEOs in 2015;

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The respective roles of our Compensation Committee (the “Committee”), the Committee’s external executive compensation consultant and management in the 2015 executive compensation process;
The key components of our 2015 executive compensation program;program and the successes and achievements our program is designed to reward;
How the decisions we makemade in the 2015 executive compensation process align with our executive compensation philosophy.philosophy and objectives; and
Throughout this CD&A, TriMas' NamedHow our NEOs’ 2015 compensation aligned with both our financial and operational performance and our shareholders’ long-term investment interests.
2015 Executive Officers or NEOs means:
(1)President and Chief Executive Officer - David M. Wathen ("President and CEO");
(2)Chief Financial Officer - A. Mark Zeffiro ("CFO");
(3)Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary - Joshua A. Sherbin ("General Counsel");
(4)President - Packaging Systems - Lynn A. Brooks ("President - Packaging Systems"); and
(5)Vice President Finance, Corporate Development and Treasurer - Robert J. Zalupski ("Vice President - Finance").

Summary
2011 EXECUTIVE SUMMARY
Philosophy and GoalsObjectives of Executive Compensation Program
Our executive compensation philosophy is to employ programs that help attract and retain key leaders, deliver pay that varies appropriately with the actual performance results achieved, and motivate executives to continuously strive to improve both our short-term and long-term financial and operating positions.positions, and reward financial and operating achievement by delivering pay that varies appropriately with the actual performance results achieved. Our goal isobjectives are to align our executives'executives’ compensation interests with thosethe investment interests of our shareholders, and encourage our executives to make decisions that will increase shareholder value over the longer-term. The Company attempts to achieve its policiesphilosophy and philosophiesobjectives by establishing performance objectivescriteria for its executive officers and by linking compensation to financial performance goals.


2011
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2015 Financial Highlights
In 2011,
2015 was a year of significant change across TriMas. Our actions taken during the year demonstrated our efforts to continuously improve our Company, as we reported record net salesinvested in many growth and productivity programs, and completed the Spin Off of $1.084 billion, an increaseour Cequent businesses. Despite these positive initiatives, we faced a weak macroeconomic environment, most notably in our energy-facing and industrial end markets, as well as the unfavorable impact of 20% comparedcurrency exchange. We initiated cost-cutting and restructuring efforts across all of our businesses to 2010, with sales growthhelp mitigate the end market pressures and drive increased margin expansion, and in all six segments. turn, provide a better return on investment.
During 2011,2015, the management team continued to make significant progress on our strategic initiatives,built the foundation for success, as highlighted in the specific accomplishments detailed below:

Improved both 2011 incomeAchieved sales growth in our strategic platforms of Packaging and diluted earnings per share from continuing operations by approximately 30% compared to 2010;
Increased sales due to new product introductions, market share gains and geographic expansion;
Sold the precision cutting tool and specialty fittings lines of businesses to continue to refine the business portfolio to support strategic imperatives and drive the highest return for shareholders;
Refinanced our U.S. credit facilities and amended our accounts receivable facility to reduce interest costs, extend maturities and improve financial and operational flexibility;
Managed operating working capitalAerospace as a percentageresult of our organic initiatives and recent acquisitions, excluding the unfavorable impact of currency exchange;
Proactively reduced costs in our energy-facing businesses which were impacted by reduced sales related to below 13%, despite 20% growthlower oil-related activity, mitigating an approximately 60% top-line decline at Arrow Engine to generate positive operating profit for the year;
Implemented a financial improvement plan in net sales;September 2015, as the economy and industrial end markets weakened, to mitigate the impact of macroeconomic weakness with targeted cost actions expected to yield approximately $22 million of annual run-rate savings;
Generated 2011 Free Cash Flow, defined as cash flows from operating activities less capital expenditures, of $63 million;
ReducedDecreased total indebtedness, net of cash, from $448.3debt 33.5% to $419.6 million as of December 31, 2010,2015, as compared to $381.0$630.8 million as of December 31, 2011;2014. We ended 2015 with $126.9 million of cash and aggregate availability under our revolving credit and accounts receivable facilities;
Ended the year with record levelsGenerated $62.5 million of available liquidity.

In addition, we continued to make strategic investments in our business segments, including the completion of three bolt-on acquisitions which enhanced our growth opportunities through expansion of the product portfolio, customer base and geographic reach. The management team also continued to drive productivity and lean initiatives across the organization. The savings realizedcash flow from these actions enabled us to maintain or improve margins, to offset inflationary cost increases and to fund growth initiatives.

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The significant accomplishments mentioned above led to a strong performance in 2011operating activities, and continued to build uponinvest in capital growth and productivity programs;
Continued to invest in a flexible manufacturing footprint to optimize manufacturing costs long-term, add additional capacity and enhance customer service;
Executed on reorganization and integration initiatives in Packaging and Aerospace, our highest margin segments, to drive future growth and margin expansion;
Completed the foundationtax-free Spin Off of the Cequent businesses to TriMas' shareholders as a newly formed company, Horizon; and
Authorized a share repurchase program that enables the Company to purchase up to $50 million of its outstanding common stock, providing another capital allocation alternative and reflecting our commitment to enhancing shareholder value.

While the tactics we employ may differ between years, our strategic priorities remain consistent: generating profitable growth, enhancing profit margins, optimizing capital and resource allocation, and striving to be a great place for long termour employees to work. We believe the actions taken by our Company in 2015 will drive long-term growth and earnings expansion.

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Executive Compensation Best Practices
Below we highlight certain executive compensation practices that support the needs of our business, drive performance, and align with our shareholders’ long-term interests. A summary of what we do and do not do in that regard follows.
Effective Corporate Governance Reinforces Our Compensation Program
WHAT WE DOWHAT WE DON’T DO
ü
Pay for Performance - We tie pay to performance. The majority of NEO pay is not guaranteed but is generally conditioned upon the achievement of pre-determined financial goals related to corporate and business unit performance.
û
No Employment Contracts- We do not have employment contracts with our NEOs.
ü
Mitigate Undue Risk- Our compensation practices are designed to discourage excessive risk-taking as related to performance and payout under our compensation programs.
û
No Excise Tax Gross-Ups Upon Change-of- Control- We do not provide for excise tax gross-ups on change-of-control payments.
ü
Reasonable Executive Severance/Change-of-Control Benefits - Our post-employment and change-of-control severance benefits are designed to be consistent with competitive market practice.
û
No Repricing Underwater Stock Options or Stock Appreciation Rights Without Shareholder Approval - We do not permit underwater stock options or stock appreciation rights to be repriced without shareholder approval.
ü
Share Ownership Guidelines- Our guidelines for stock ownership align executives’ interests with those of our shareholders. Each NEO has exceeded this stock ownership requirement.
û
No Hedging Transactions or Short Sales Permitted and Restrictions on Pledging- Our policies prohibit executives, including the NEOs, and directors from engaging in hedging or short sales and limit executives, including NEOs, and directors from pledging with respect to the Company’s Common Stock.
ü
Regular Review of Share Utilization - We evaluate share utilization by reviewing the dilutive impact of equity compensation on our shareholders and the aggregate shares awarded annually as a percentage of total outstanding shares.
ü
Review Tally Sheets - The Committee reviews tally sheets for our NEOs to ensure they have a clear understanding of the impact of various decisions, including possible payments under various termination scenarios prior to making annual executive compensation decisions.
ü
Double Trigger Change-of-Control Severance Benefits - Our Executive Severance/Change-of-Control Policy provides for payment of cash severance and vesting of equity awards after a change-of-control only if an executive experiences a qualifying termination of employment within a limited period following the change-of-control.
ü
Independent Compensation Consulting Firm - The Committee benefits from its utilization of an independent compensation consulting firm which provides no other services to the Company.


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Summary of Key Compensation Decisions and Outcomes for 20112015
The key decisions of the Compensation Committee (the "Committee") made during 2011for 2015 are recappedsummarized below and discussed in greater detail in the remainder of this CD&A.&A:
Base salary adjustments: Salary Adjustments
The Committee approved modest base salary adjustments for two of our NEOs, that ranged from 1.2% to 3%, to recognize individual performance andin one case consistent with general market movement.movement and in the other case reflective of a promotion to a new position.

2011 Short TermShort-Term Incentive Program
◦Company-wide:
Company-Wide:
For fiscal year 2015, the short-term incentive program (“STI”) for our NEOs was subject to initial funding based on achievement of a threshold level of recurring operating profit. In connection with that requirement, two separate underlying performance periods were used as a result of the Spin Off for the NEOs’ STI. The Committee approved changesthe January 1, 2015 to June 30, 2015 underlying STI measures and weighting to increase focus on margin expansion. Specifically, the Committee removed EPS and separated sales and operating profit margin into two standalone measures. The Committee set the following underlying performance measures and weightings for the first half of the year: sales at 30%, operating profit margin at 40%, and cash flow at 30%. The Committee approved the July 1, 2015 to December 31, 2015 underlying STI measures and weightings to incent achievement of an EPS target, increased free cash flow and cost savings as part of the financial improvement plan. Under the July to December STI period, a qualifying EPS threshold had to be reached for a payout to occur under the other measures for that period. Subject to achieving this EPS threshold, the other underlying performance measures and weightings for the second half of the year were set as follows: cash flow at 30% and cost reductions at 70%.
The target incentive award percentages for Messrs. Wathen, Sherbin, and Hindman remained the same as in 2014. Mr. Zalupski’s target incentive award percentage increased as a result of his promotion to CFO.
Based on Company-wide 2015 performance, the initial funding threshold was satisfied. The first half 2015 STI payout was 55% of target, the second half 2015 STI payout was 28.5% of target, and the full 2015 STI payout was 83.5% of target, with incentive payouts being made in early 2016.
Cequent:
For fiscal year 2015, subject to initial funding based on achievement of threshold recurring operating profit, the Committee approved the Cequent business unit STI measures and weightings to increase the focus of Mr. Zeffiro (the only NEO subject to Cequent STI measures and weightings) on margin expansion. The Committee approved the following performance measures and weightings for Mr. Zeffiro: sales at 20%, gross profit margin at 30%, operating profit at 30%, and cash flow at 20%.
The target incentive award percentage for Mr. Zeffiro remained the same as in 2014.
The first half 2015 STI attainment was 40% of target and based on the Spin Off and Mr. Zeffiro’s employment with Horizon, a separate publicly traded entity, effective June 30, 2015, he did not receive a second-half STI from the Company.
Short-Term Incentive Compensation to Equity
Amounts earned by the NEOs were paid 80% in cash, with the remaining 20% paid in restricted stock units that vest on the one-year anniversary of the grant date. This program feature has been in place since 2010 and is reviewed annually to ensure it continues to be a valuable tool for the Committee to help promote retention as well as the alignment of executives’ compensation interests with the investment interests of our shareholders.
Long-Term Incentive Program
Treatment of Equity-Based Compensation in the Spin Off
Each outstanding TriMas equity incentive award (other than performance stock units) held by a Company employee as of the Spin Off was generally adjusted to retain, immediately after the Spin Off, the intrinsic value that it had immediately prior to the Company-wide Incentive Compensation Plan ("ICP") for 2011Spin Off. Each outstanding equity incentive award (other than performance stock units) held by Mr. Zeffiro was generally adjusted into an award of the same type covering Horizon common stock, but retained immediately after the Spin Off the same intrinsic value that it had immediately prior to the Spin Off. In each case, such adjustment was accomplished by adjusting the number of shares subject to the award (and, in the case of stock options, the applicable exercise price). Generally, such awards remained subject to substantially the same terms and conditions after the Spin Off as the terms and conditions that applied prior to the Spin Off.

Performance stock units were equitably adjusted in accordance with the terms of the Company’s equity plans so that, generally, the awards retained immediately after the Spin Off, in the aggregate, had the same intrinsic value that the awards had immediately prior to the Spin Off. Specific treatment was dependent upon the year in which the Presidentperformance stock units were originally granted, whether the holder of such awards was originally considered a Company “covered employee” for purposes of Section 162(m) of the Code and CEO, CFO, General Counsel, and Vice President - Finance participate to continuewhether the focus on metrics that align our programholder of such awards continued employment with the creationCompany or Horizon as further described below under “2015 Long-Term Incentives.”

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2015 Long-Term Incentives
In 2015, the Committee granted performance stock units (“PSUs”) and service-based restricted stock units (“RSUs”) to most of the NEOs (Mr. Zeffiro received only RSUs based on his departure from the Company in connection with the Spin Off). Except for Mr. Zeffiro, each NEO’s total long-term incentive (“LTI”) target award value for shareholders. Returnwas allocated equally between these vehicles, and all awards earned are settled in shares (Horizon shares in the case of Mr. Zeffiro based on Average Invested Capital and the Non-Financial Objectives were eliminated as performance measures, which allowed for greater focus on Sales and Profitability, Earnings Per Share and Cash Flow. The Committee approved increasesequitable adjustment made to his awards in connection with the 2011 target awards for Messrs. Wathen (110% to 112.5% of base) and Zeffiro (70% to 72.5% of base) to further increase the focus on performance-based pay. The target percentage for the General Counsel and Vice President - Finance remained the same.Spin Off).

Based onThe 2013 to 2015 PSU cycle was completed at the Company-wide 2011 performance, the ICP attainment was 185%end of target which is being paid in 2012. Amounts earned varied by metric from a low of 125% of target to a maximum of 250% of target based2015. Based on performance results achieved.

◦Packaging Systems:
The Committee approved changes to the metrics applied to Packaging Systems for the 2011 ICP. The changes which impacttwo metrics of EPS and cash flow generation, awards were earned at 50.0% of target, except with respect to Mr. Zeffiro, whose 2013 PSU award was equitably adjusted so that it was scored as of the bonus calculation fordate of the President - Packaging Systems includedSpin Off and converted into service-based Horizon restricted stock unit awards that generally vested in full on March 1, 2016, as further described below.
As required by the elimination of Inventory Turnover and Non-Financial Objectives as performance measures and greater emphasis on the Cash Flow, Productivity and New Products/Product Growth metrics to alignEmployee Matters Agreement entered into with Horizon in connection with the Company's commitmentSpin Off, the Committee equitably adjusted the 2014 to delever and focus on improving productivity and sales growth. The target bonus award percentage remained2016 PSU awards by scoring them as of the same foreffective date of the President - Packaging Systems.

Spin Off. Based on the Packaging Systems 2011 performance, the ICP attainment was 75% of target, which is being paid in 2012. Amounts earned varied by metric from a low of 0% of target to a maximum of 150% of target based on performance results achieved.for the two metrics of EPS and Return on Invested Capital (“ROIC”), the Committee approved the achievement of the metrics applicable to the 2014 to 2016 PSU cycle at 30.0% of target. The number of PSUs earned based on such level of achievement was pro-rated for each participant based on the percentage of the performance period completed as of the date of the Spin Off, and then converted into a service-based restricted stock unit award that will generally vest in full on March 5, 2017, subject only to continued employment until such date.

◦Amounts earned by the NEOs (and certain other plan participants) are paid 80% in cash, with the remaining 20% paid in TriMas restricted stock that vests on the one year anniversary of grant date. This program feature promotes retention as well as the alignment of executives' interests with those of our shareholders.

In February 2015, the Committee approved RSU awards to the NEOs, which RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award. Mr. Zeffiro’s 2015 RSU award was equitably adjusted into a Horizon restricted stock unit award in connection with the Spin Off.
2011 Performance-Based EquityIn September 2015, the Committee granted two separate PSU awards, with one subject to a performance period of 16 months (the balance of the 2014-2016 PSU plan), and one subject to a performance period of 28 months (reflecting the balance of the 2015-2017 PSU plan). These PSU awards were each subject to relative total shareholder return performance measures, as further described below.
◦The Committee granted equity awards to our President and CEO, CFO, General Counsel, and Vice President - Finance that are 100% performance based and vest in varying proportion only if TriMas achieves certain earnings per share ("EPS") and stock price targets on or before September 30, 2013. The awards were granted in recognition of their leadership and role within the Company and support our objective of linking executive rewards to performance.
Compensation Risk Assessment
In August 2014, the Committee requested that Meridian Compensation Partners, LLC, the Committee’s independent compensation consultant (“Meridian”), conduct an extensive review of the Company’s employee compensation programs. Based on this review, Meridian concluded that the Company’s employee compensation programs are unlikely to incent unnecessary risk-taking, and the Committee and the Company’s management agree with this assessment. The Committee together with Meridian reviewed and updated the previously performed risk assessment in 2015 and affirmed the analysis undertaken in 2014.
Results and RoleConsideration of 2014 Shareholder Say-on-Pay Vote
The Company conducts its “Say on Pay” votes every three years. At the Annual Meetingannual meeting of Shareholdersshareholders held on May 10, 2011, approximately 99.2%8, 2014, over 99% of the shareholders who voted on or abstained with respect to the “say-on-pay”triennial “Say-on-Pay” proposal approved the compensation of our named executive officers. then-NEOs.
In viewlight of this vote outcome, and uponwhich was considered by the Committee in its first meeting following the 2014 annual meeting, as well as the Committee’s ongoing program evaluation, the Committee views its 2015 decisions regarding various aspects of the existing compensation program the Committee decisions in 2011 wereas consistent with the

21


overall philosophy and structure of the program.program that has been supported by our shareholders. As a result, the Committee did not make any changes to the executive compensation program for 2015 that were based specifically on the results of our 2014 Say-on-Pay vote.
At the 2011 Annual Meeting of Shareholders, aA majority of the shareholders who voted on the frequency for future “Say-on-Pay” votes at the 2011 annual meeting of shareholders approved triennial advisory Say-on-Pay votes. In alignment with the “say-on-pay” vote approvedshareholder recommendation, an advisory vote on the Company's executive compensation every three years. In alignment with the shareholder vote, we will hold advisory votes on the Company'sCompany’s NEO compensation in 2014 and againis submitted to shareholders for vote at every third annual meeting; the next advisory Say-on-Pay vote is expected to be held in 2017, at which time we will also expect to hold the next required vote on the frequency of the shareholder vote on executive compensation.future Say-on-Pay votes.

Approval of the 2011 Omnibus Incentive2015 Executive Compensation Plan

At the May 10, 2011 Annual Meeting of Shareholders, the shareholders approved the 2011 OmnibusIncentive Compensation Plan. The plan provides for the award to directors, officers, employees, and other service providers of the Company of restricted stock, restricted stock units, options to purchase stock, stock appreciation rights, unrestricted stock and other awards to acquire up to an aggregate of 850,000 shares of common stock.  The purpose of the 2011 Plan is to enhance the ability of the Company to attract and retain highly qualified directors, officers, key employees and other persons and to motivate them to serve the Company and to improve the business results and earnings of the Company by providing the opportunity to them to acquire or increase a direct equity interest in the operations and future success of the Company.


DETAILED PROGRAM DESCRIPTIONSProgram Description
Overview of Key 2015 Program Elements
OurEach year, our Committee works closely with the Company'sCompany’s leadership team to refine our executive compensation programs,program, to clearly articulate its objectives to our executives and to emphasize our focus on performance-based compensation wherebyso that executives are rewarded for results that create long-term shareholder value.

Compensation
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The percentage of total compensation that is performance-based (as opposed to fixed) increases as an executive'sexecutive’s responsibility increases. The Committee believes that the portion of an officer'sofficer’s total compensation that is dependent on performance results achieved should increase commensurate with position level and accountability.
The main elements of our compensation structure and how each supports our compensation philosophy and objectives are summarized below:in the following chart: 
Principal 2015 Compensation Elements
ElementDescriptionPerformance ConsiderationPrimary ObjectiveObjectives
FixedBase SalaryFixed compensation component payable in cash, paymentreviewed annually and subject to adjustmentBased on level of responsibility, experience, knowledge, and individual performanceAttract and retain
Short Term ICPVariableShort-Term Incentive PlanShort-term incentive payable on performance against annually established goals, and paid in cash and equity payment (20% of award paid in restricted stock units, subject to one year vest)one-year vesting)Measured by corporate and business unit performance oriented towards short-term financial goalsPromote achievement of short-term financial goals aligned with shareholder interests, as well as retention due to the 1 yearone-year vesting requirement on the equity award
Long TermVariableLong-Term Incentive PlanEquity based awards includesinclude restricted stock options, restricted shares,units and performance sharestock units (note that not all types of awards are granted every year)Creation of shareholder value and realization of medium and long-term financial and strategic goalsCreate alignment with shareholder interests;interests, and promote achievement of longer-term financial and strategic objectives
FixedRetirement and Welfare BenefitsRetirement plans, health care and insurance benefitsIndirect - executive must remain employed to be eligible for retirement and welfare benefitsAttract and retain
FixedPerquisites - Flexible Cash Allowance and Executive PhysicalsFixedQuarterly fixed cash payment and executive physicalsIndirect - executive must remain employed to be eligibleAttract and retain

22



Role of the Compensation Committee
The Board designedBoard-designed governance process expressly delegates to the Committee the responsibility to determine and approve the President and CEO'sMr. Wathen’s compensation, as well as to make all decisions regarding compensation for the other NEOs.
The Committee is composed entirely of independent directors, none of whom derives a personal benefit from the compensation decisions the Committee makes. Although the Committee does have responsibility for Board compensation matters, all such decisions are subject to full Board approval. The Board and Committee recognize the importance of executive compensation decisions to the management and shareholders of the Company.
The role of the Committee is to oversee compensation and benefit plans and policies, review and approve equity grants and administer share-based plans, and review and approve annually all compensation decisions relating to the Company'sCompany’s directors (which decisions are subject to Board approval) and executive officers, including the President and CEOMr. Wathen and other NEOs. See “Summary of Key Compensation Decisions and Outcomes for 2015” for a summary of Committee decisions and outcomes.
Input from Management
Certain senior executives provide information used by the Committee in the compensation decision-making process. Specifically, our President and CEOMr. Wathen provides input to the Committee regarding corporate and business unit performance goals and results. He also reviews with the Committee the performance of the executive officers who report directly to him, and makes recommendations to the Committee regarding their compensation. Our CFOFor 2015, Mr. Zalupski also providesprovided input and analysis regarding financial and operating

34



results. OurMr. Hindman, our Vice President, Human Resources, regularly works with the Committee Chairchair to prepare materials for Committee discussions and presents management'smanagement’s recommendations regarding program changes.
The Committee carefully considers management'smanagement’s input, but is not bound by their recommendations in making its final pay program decisions.
Independent Compensation Committee Consultant
The Committee has retained an outsideMeridian, as the Committee’s external executive compensation consulting firm, to advise the Committee on various executiveis retained by and director compensation matters. For fiscal year 2011, the Committee engaged Meridian Compensation Partners, LLC ("Meridian").
Meridian reports directly to the Committee.
Use of an outside consultant is an important component of the TriMasour compensation setting process, as it enables the Committee to make informed decisions based on market data and best practices. Representatives from Meridian attend Committee meetings, meet with Committee members in executive session, and consult with the members as required to provide input with regard to the President and CEO'sMr. Wathen’s compensation based on the Committee'sCommittee’s assessment of his performance.
Meridian has no affiliations with any of the NEOs or members of the Board other than in its role as an outside consultant. The Committee has been advised that Meridian has in place policies and procedures designed to prevent conflicts of interest and after applying such policies and procedures, determined that no conflict of interest existed in performing consulting services for the Company. Meridian does not provide any other services to the Company. All work performed by Meridian, whether with the Committee directly or with management at the direction of the Committee, requires pre-approval by the Chairchair of the Committee. The Committee has assessed the independence of Meridian, as required under NASDAQ listing rules.
During 2011, Meridian's consulting related primarily to2015, Meridian consulted regarding the Company'sCompany’s compensation analysis for the NEOs and Board, as well as the development of the annual long-term equity compensation plan, providing adviceNEOs. Meridian also provided information on market trends and developments in executive compensation practices, and providingconducted a market analysis of peer group and market informationcompensation levels to enable the Committee to generally confirm that the Company'sCompany’s executive compensation structure is commensurate and competitive with the executive officers' responsibilities. During 2011,officers’ responsibilities as well as appropriately competitive, prepared a pay and performance comparison for Mr. Wathen, updated its 2014 risk assessment of the Company paid Meridian approximately $209,000 for advisingCompany’s executive compensation programs, provided input on our proxy statement and CD&A, provided an analysis of the Committeehistorical performance of our peers, reviewed the design of incentives and other programs in place at our peers, consulted regarding the compensation considerations of the Spin Off, and provided input on executive and director compensation matters. 

topics to be included in the Committee’s annual calendar.
The Role of Compensation Benchmarking and Peer Group Assessment and Use of Survey Data
In its annual review of the appropriateness of our peer group, the Committee concluded no changes were necessary for 2015.
The peer group includes companies in the same or similar Global Industry Classification Standard categories as the Company (Industrial Machinery) that are roughly comparable to the Company in revenue, which for the Company in 2014 was $1.5 billion (generally, peer group company 2014 revenue ranged from one-half to three times the Company’s 2014 revenue). This group also includes companies against which the Company competes for customers, market share, and talent.
The majority of our NEOs are benchmarked solely against peer group data. However, the Company uses published survey data for select executive positions. For 2015, our Vice President, Human Resources, was benchmarked against other top human resource executives in similarly-sized manufacturing organizations as reported in AonHewitt’s executive compensation survey. Data was provided by AonHewitt to Meridian and reviewed by the Committee in approving the Vice President, Human Resources’ 2015 pay level. For purposes of these evaluations, it was the survey results themselves, and not the identities of the particular entities surveyed, that were material.
The following table identifies the companies in our peer group for 2014 and 2015:

35



COMPANY PEER
Actuant CorporationFlowserve Corporation
AMETEK, Inc.GenCorp Inc.
Aptar Group Inc.Graco Inc.
Barnes Group Inc.Greif, Inc.
Carlisle Companies IncorporatedIDEX Corporation
Chart Industries, Inc.Roper Industries, Inc.
Colfax CorporationSilgan Holdings Inc.
Crane Co.SPX Corporation
Donaldson Company, Inc.Stoneridge, Inc.
Drew Industries IncorporatedTransDigm Group Incorporated
Ducommun IncorporatedWabash National Corporation
EnPro Industries, Inc.Woodward, Inc.
Pay for Performance

A meaningful percentage of each NEO’s target total direct compensation is variable, consisting of STI awards and LTI awards. The actual amounts realized from the incentive awards depend on performance results, consistent with our belief that a substantial percentage of each NEO’s compensation should be tied to Company and/or business unit performance. The chart below reflects information for all reported NEOs, except for Mr. Zeffiro due to his Spin Off-related departure from the Company. The mix of target compensation for 2015 for Mr. Wathen and the average for the other NEOs are as follows:
Analysis of Key 2015 Compensation Components and Decisions
The Committee believescontinues to believe that reviewing market benchmark pay data is an important element in ensuring that the overall executive compensation program remains competitive. For 2015, the Committee’s initial objective was to set target compensation levels for each of the NEOs at the size-adjusted market median, with an opportunity to earn above market STI and LTI awards if shareholders received above market returns. However, the Committee doesdid not rigidly rely only on this market data, in making pay decisions; it considers suchbut considered other factors such as overall Company and individual performance, tenure in current role, increasing complexities in certain businesses due to geographic, product, and acquisition expansion, general business conditions, and the goals of retaining and motivating leadership talent.talent when determining final target pay.
In 2011,Based on competitive market data provided by Meridian, the Committee reviewed and affirmed the same benchmarking peer group utilizedmade compensation decisions for 2015 that resulted in the previous year.

23


The peer group includes companies in the same or similar Global Industry Classification Standard categories as TriMas, and that are roughly comparablepositioning relative to the Company in size (generally, their 2010 revenues ranged from one third of to three times TriMas' 2010 revenues). Thisbenchmark group also includes companies against which TriMas competes for customers, market share and talent.
The Committee used the peer group to benchmark pay for the Company's NEOs. Data from this analysis was used to make pay decisions for 2011 and to support pay decisions made for 2012. No changes occurred in the peer group during 2011 and the following 24 companies comprise the Committee's peer group:
Actuant Corporation Gardner Denver Robbins & Meyers
Ametek, Inc. GenCorp. Inc. Roper Industries Inc.
Aptar Graco, Inc. Silgan Holdings
Carlisle Companies Greif, Inc. Stoneridge Inc.
Crane Co. IDEX Teleflex Inc.
Donaldson Company Kaydon Corporation Thor
Drew Industries Kennametal Transdigm Group
EnPro Lufkin Industries Winnebago Industries
The Committee plans to review the peer group periodically to ensure it remains suitable for benchmarking purposes. The Committee anticipates that changes in the group will occur from time to time based on the evolution of the Company's business strategy, the business mix of the peer companies and the availability of comparative data.
In general, the Committee's objective is to set target compensation levels at market median with an opportunity to earn above market awards when shareholders have received above market returns. However, the Committee recognizes that it may occasionally need to set and pay target compensation above this range depending on the circumstances (for example, to address specific individual hiring or retention issues). In determining the compensation components for each NEO for 2011, the Committee generally focused on market values at the size adjusted median. It also subjectively considered other factors in its decision process including individual performance, Company performance, experience and incremental cost. Specific positioning against the market is describedas indicated in the following paragraphs in greater detailtable. For this analysis, we consider the target compensation that is within plus or minus 10% of the market median as approximating the median, or “AM.” Generally, compensation decisions for each componentMessrs. Wathen, Sherbin, and Hindman were within this range.
Further explanation is provided below for the compensation decisions outside of pay.the AM range for Messrs. Zalupski and Zeffiro.

36

Compensation Components


Named Executive OfficerBase Salary
Target
Short-term Incentive
Target
Long-term Incentive
Target Total CompensationRationale/Considerations
Mr. ZalupskiAM(15)%(23)%(17)%Target STI and LTI for Mr. Zalupski were positioned slightly below market median reflecting his recent promotion to the CFO position.
Mr. ZeffiroN/AN/AN/AN/AThe Committee did not consider changes to the components of Mr. Zeffiro’s pay in 2015 due to his departure from the Company in connection with the Spin Off.
Description of the material elements of the Company'sour 2015 executive compensation program the purpose for each and decisions made regarding each element are provided in the following paragraphs.
2015 Base Salary.Salary
Base salaries for the Company'sour NEOs are generally established based on the scope of their responsibilities, prior relevant background, trainingexperience and skills, and competitive market pay levels. The Committee believes that executive base salaries should generally be competitive with the size-adjusted median salaries for executives in comparable positions at the benchmark peer group.companies. We believe that providing competitive salaries is key to itsour ability to successfully attract and retain talented executives.
Each year, the Committee considers whether to grant merit increases and/or market-based adjustments to TriMas'the Company’s NEOs. In doing so, doing, it considers several factors such as individual responsibilities, Company and individual performance, experience, and alignment with market levels.
Based on the foregoing considerations, the Committee approved the following salary adjustments for 20112015 for our NEOs:
NEO Base Salary Rate as of January 1, 2015  Base Salary Rate
effective June 30, 2015		 % Increase
Mr. Wathen $742,700
 $765,000
 3.0%
Mr. Zalupski $298,700
 $375,000
 25.5%
Mr. Sherbin $400,400
 $400,400
 —%
Mr. Hindman $298,200
 $298,200
 —%
Mr. Zeffiro(1)
 $474,600
 $474,600
 —%
NEO Base Salary as of January 1, 2011  Base Salary Rate
effective July 2, 2011		 % Increase
President and CEO $691,875
 $700,000
 1.2%
CFO 400,000
 410,000
 2.5%
General Counsel 370,000
 381,100
 3.0%
President - Packaging Systems(1)
 430,500
 442,500
 2.8%
Vice President - Finance 265,225
 273,200
 3.0%

24


 
(1)President, Packaging Systems: Salary level includes    Mr. Zeffiro was not considered for a supplemental allowance of $33,000 paidsalary adjustment in lieu of life insurance formerly provided. The $33,000 supplemental allowance is not included when comparing2015 due to his departure in connection with the Spin Off.

With respect to 2015, Mr. Wathen received an increase in base salary to market median, nor is it included when calculating base salary increases.
The above increases represent increasespay consistent with merit assessments and general market movement for the respective positions.and Mr. Zalupski received an increase in base pay in connection with his promotion to CFO.


The Committee has also approved the following salary levels to become effective July 2, 2012:
NEO Base Salary as of July 2, 2012 % Increase
President and CEO $700,000
 —
CFO 430,500
 5.0%
General Counsel 392,500
 3.0%
President - Packaging Systems 454,800
 3.0%
Vice President - Finance 281,400
 3.0%

The Committee concluded that the President and CEO's base salary is consistent with market levels and no change was necessary. The 2012 increases for the remaining NEOs reflects merit assessment and general market movement for their respective positions.

2011 TriMas Short Term2015 Short-Term Incentive Compensation Plan

The goal of the Short Term ICPSTI Plan is to support our overall business objectives by aligning corporate and business unit performance with the goals of shareholders and focusing attention on the key measures of success. The ICPSTI is designed to accomplish this goal by providing the opportunity for additional cash orand stock-based rewards when pre-established performance goals are achieved. The ICPSTI also plays a key role in ensuring that our annual cash compensation opportunities remain competitive. The STI awards are provided under the Amended 2011 Plan, and for the NEOs were initially funded for 2015 based on our achievement of a threshold level of $78.4 million in recurring operating profit. For these purposes, recurring operating profit refers to earnings before interest, taxes, and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructurings, cost savings projects, and asset impairments. For 2015, our actual recurring operating profit achievement was $101.7 million, and thus the NEOs’ 2015 STI awards were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below.
Target awards.Each of our NEOs has a target bonusSTI opportunity for the plan year that is expressed as a percentage of base salary. Target awards for 20112015 are shown in the following chart:

37



NEO Target                            Bonus Amount Target Award as Percent of Salary
President and CEO $788,000
 112.5%
CFO 298,000
 72.5%
General Counsel 191,000
 50.0%
President - Packaging Systems 287,000
 70.0%
Vice President - Finance 137,000
 50.0%
NEO Target STI Amount Target Award as Percent of Salary
Mr. Wathen $860,600
 112.5%
Mr. Zalupski 225,000
 60.0%
Mr. Sherbin 240,300
 60.0%
Mr. Hindman 149,100
 50.0%
Mr. Zeffiro 356,000
 75.0%

With respect to 2015, Mr. Zalupski received an increase in STI target (of approximately 50% from $149,400 in 2014) in connection with his promotion to CFO.
BasedDepending on the performance results achieved, actual awards generally can vary as a percent of target from a threshold of 0% to a maximum of 215% for participants at the Company-wide level, and from 0% to 200% for business unit participants..
Consistent with the ICPcurrent program design, all ICPSTI participants, including the NEOs, whose target awards exceed $20,000, receive 80% of the awardsany earned award in cash and 20% of the award valueremaining 20% in the form of a restricted stock awardunits that vestsvest one year from the grant date.date, generally subject to the participant’s continued employment. The number of shares awardedrestricted stock units granted is based on the 20% award value divided by the closing share price on the closing date of the restricted stock unit grant. This program feature permits the ICP to reward shorter-term performance and encourages longer-term employee retention.
Performance measures.Measures. The ICPSTI measures, in terms of underlying goals, Company-wide financial performance indicators to determine bonusesfinal STI earned by participants with Company-wide responsibilities.responsibilities, including Messrs. Wathen, Zeffiro,Zalupski, Sherbin, and Zalupski can earn bonusesHindman.

25


based on achieving Company-wide performance goals. As participants with business unit level responsibility are assessed on metrics that evaluate solely the performance of the business unit, Mr. Brooks' ICP is based on the results achieved by Packaging Systems.
Each year, the Committee approves the specific performance metrics for that year'syear’s program, and their relative weightings based on the importance of thateach applicable measure to the Company for the fiscal year. If the designated target level for each performance metric is attained, the planSTI award will pay out at 100% offor the metric. The threshold is the lowest level of payout below which no payment is made for that specific component. If performance for a metric is between the identified threshold and the maximum, the actual payout is determined based on the achievement of milestones within thea matrix, with the distance between the milestones pre-determined depending on the respective metric.
Due to the Spin Off, two separate underlying performance periods were used to determine final 2015 STI payouts for the NEOs. The first-half STI performance period began January 1, 2015 and ended June 30, 2015 (“First-Half STI”), the period prior to the Spin Off, with underlying targets for identified performance measures on a Company-wide basis. At the end of the First-Half STI performance period, the Company measured performance for the period ended June 30, 2015. For the second-half STI performance period, which began July 1, 2015 and ended December 31, 2015 (“Second-Half STI”), the Committee established underlying performance measures and targets on a Company-wide basis, excluding the businesses subject to the Spin Off.
Company-wideCompany-Wide First-Half STI Performance Measures. The following Company-wideunderlying performance metrics were selected for the 2011 ICPFirst-Half STI for employees with Company-wide responsibility:responsibility, including Messrs. Wathen, Zalupski, Sherbin, and Hindman.
Sales/Profitability-40%Sales - 30%. This metric provides for rewards based on ourthe Company’s consolidated level of net sales volume achieved. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
Operating Profit Margin - 40%. This measure rewards based on performance in two areas: (1) the Company's consolidated recurring operating profit as a percent of net sales (operating margin), and (2) the level of net sales volume achieved.. Recurring operating profit means earnings before interest, taxes, and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects, and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity. This measure of profitability was selected because it is viewed as a leading indicator of our ability to effectively manage both our revenues and costs throughout the business cycle.
Earnings Per Share-30%. Earnings Per Share (“EPS”) is the diluted earnings per share, from continuing operations, as reported in the Company's publicly filed reports, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects and asset impairments. EPS is widely viewed by our shareholders as a key measure of overall profitability.
Cash Flow-30%Flow - 30%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash interest, and cash taxes. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.
As compared
For the First-Half STI, the specific underlying performance goals and actual achievements were as follows:

38



Metric   Threshold Target Maximum Actual First Half 2015 Results Weighting Payout %
Sales Performance Goal $713.4  million in sales $792.7  million in sales $832.3  million in sales $749.9  million in sales 30% 18.0%
 Payout as % of Target 40% 100% 200% 60%  
Operating Profit Performance Goal 8.42% in operating profit 9.92% in operating profit 10.42% in operating profit 9.46% in operating profit 40% 32.0%
 Payout as % of Target 40% 100% 200% 80%  
Cash Flow Performance Goal ($61.0) million cash flow ($43.1) million cash flow ($25.2) million cash flow ($10.4) million cash flow 30% 60.0%
 Payout as % of Target 40% 100% 200% 200%  

Based on the payout percentages, attainment on a full-year basis equated to 2010,110% and gave rise to payout of 55% for the Company-wideFirst-Half STI performance measures.

Company-Wide Second-Half STI Performance Measures. The following underlying performance metrics were revisedselected for the Second-Half STI for employees with Company-wide responsibility, including Messrs. Wathen, Zalupski, Sherbin, and Hindman.
EPS - Target of $1.20 EPS must be met to eliminate returnearn payout eligibility. EPS is the diluted EPS, from continuing operations, as reported in the Company’s publicly filed reports, adjusted to exclude the after-tax impact of non-recurring charges (cash and non-cash) associated with items such as business restructuring, cost savings projects, and asset impairments. EPS is viewed by our shareholders as a key measure of overall profitability.
Cash Flow - 30%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, (4) downward for capital expenditures, cash interest, and cash taxes, and (5) downward for cash-based non-recurring charges for business restructuring and cost savings projects where the expense was incurred but the cash payment was yet to be made. Managing our cash generation capabilities and use of cash is an important measure of our ongoing liquidity and stability.
Cost Reductions - 70%. As announced on average invested capitalSeptember 9, 2015, a broadly focused financial improvement plan was established to improve the Company’s profitability, cash flow conversion and personal non-financial objectives,operational efficiency, and instead emphasizedeliver increased shareholder value. Cost reductions represent the three measures described above. These changes reflectexpected full run-rate savings for actions executed by December 31, 2015.

As noted above, a qualifying EPS threshold of $1.20 was required to be reached for a payout to occur under the Committee's assessment on a year to year basis to focus on measurable financial metrics that are most relevant over the current fiscal year.

other measurements. The actual EPS result for 2015 was $1.29.

For 2011,the Second-Half STI, the specific Company-wide performance goals and actual achievements were as follows:

Metric (1)
   Threshold Target Maximum Actual 2015 Results Weighting Payout %
Cash Flow Performance Goal $45.0 million cash flow $50.0 million cash flow $55.0 million cash flow $50.8 million cash flow 30% 15.0%
 Payout as % of Target 40% 50% 60% 50%  
Cost Reductions Performance Goal $12.0 million cost reduction $13.0 million cost reduction $14.0 million cost reduction $15.1 million cost reduction 70% 42.0%
 Payout as % of Target 40% 50% 60% 60%  

39




Metric
(1)
ThresholdTargetMaximumWeighting
Sales/ProfitabilityAt $983.6 million in sales and 11.5% operating profit, the participant would receive 50% award of this metricAt $1,024.4 million in Sales and 12.5% operating profit, the participant would receive 100% award of this metricAt $1,075.2 million in Sales and 13.3% operating profit, the participant would receive 200% award of this metric40%
EPSAt $1.25 earnings per share, the participant would receive 50% award of this metricAt $1.40 earnings per share, the participant would receive 100% award of this metricAt $1.70 earnings per share, the participant would receive 250% award of this metric30%
Cash FlowAt $43.8 million cash flow the participant would receive 70% award of this metricAt $54.7 million cash flow the participant would receive 100% award of this metricAt $66.1 million cash flow the participant would receive 200% award of this metric30%represents full year 2015 amounts from continuing operations. Cost reductions represent annual run rate savings resulting from actions completed by December 31, 2015.


26Based on payout percentages, attainment on a full-year basis equated to 57% and gave rise to payout of 28.5% for the Second-Half STI performance measures, which combined with the First-Half STI payout of 55% to result in a full-year payout of 83.5%.


Packaging Systems performance measures.Cequent Performance Measures. For 2011,2015, the ICP bonusSTI payment for the President - Packaging SystemsMr. Zeffiro was based on the following underlying Cequent performance measures atfor the Packaging Systems level.first six months of the year prior to the Spin Off. This approach focusesfocused Mr. BrooksZeffiro on optimizing the performance of Packaging SystemsCequent rather than on overall Company-wide performance.
Sales/Profitability-40%Sales - 20%. This metric provides for rewards based on performance in Cequent’s consolidated level of net sales volume achieved. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
Gross Profit - 30%. This measure provides for rewards based on Packaging Systems' performance in two areas: (1)recurring gross profit as a percent of net sales (gross margin). Recurring gross profit means net trade sales (excluding intercompany sales) less cost of sales (bonus expense included in the calculation of cost of sales is excluded) and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects, and asset impairments.
Operating Profit Margin - 30%. This measure rewards based on performance in recurring operating profit as a percent of net sales (operating margin) and (2) the level of net sales volume achieved.. Recurring operating profit means earnings before interest, taxes, bonus expense, and other income/expense, and excludes certain non-recurring charges (cash and non-cash) associated with business restructuring, cost savings projects, and asset impairments. For purposes of this computation, net sales means net trade sales excluding all intercompany activity.
Cash Flow-20%Flow - 20%. Cash flow is the sum of recurring operating profit (defined above), adjusted (1) up or down for other income/expense, (2) up or down for changes in working capital, (3) upward for depreciation and amortization, and (4) downward for capital expenditures, cash interest, and cash taxes.
Productivity-20%. This measure Managing our cash generation capabilities and use of cash is based on the achieved gross total cost savings realized from approved business initiatives. Types of productivity projects include value added/value engineered, facility rationalization, vendor cost downs, outsourcing/insourcing, and moves to low cost countries. Productivity does not include volume-related improvements (e.g., the natural leverage of fixed costs attributable to higher levels of production).
% New Products/Product Growth-20%. The % New Products/Product Growth metric measures the percent of Packaging Systems sales that come from new products or markets. This measure is calculated by dividing the net sales for specifically identified new products or new markets by total net sales for the business. Each of the new products or new market projects is agreed upon as part of the annual business planning process at the outset of the year. This is a keyan important measure of our ability to innovateongoing liquidity and grow by expanding into new markets and/or developing new products.stability.

As comparedMr. Zeffiro began employment with Horizon as of the Spin Off. For the Company’s purposes, his 2015 STI award continued to 2010, Packaging Systemsbe subject to the underlying STI performance measures outlined above, but the ultimate achievement of those performance measures was determined by Horizon’s compensation committee based on performance for the entire 2015 calendar year. At this time, the Committee does not have visibility to Cequent/Horizon performance or achievement of the identified metrics were revised to exclude personal non-financial objectives in the interest of emphasizing measurable financial performance. The Packaging Systems metrics also eliminated inventory turnover in order to allocate additional focus on the value attributable to cash flow, productivity and growth in the new markets and products.for full-year 2015.

For 2011,2015, the specific pre-Spin Off performance goals and actual achievements for Packaging SystemsCequent were as follows:
MetricThresholdTargetMaximumWeighting
Sales/ProfitabilityAt $187.7 million in sales and 26.3% operating profit, the participant would receive 50% award of this metricAt $204.0 million in Sales and 27.5% operating profit, the participant would receive 100% award of this metricAt $220.3 million in Sales and 28.3% operating profit, the participant would receive 200% award of this metric40%
Cash FlowAt $47.07 million cash flow the participant would receive 70% award of this metricAt $55.20 million cash flow the participant would receive 100% award of this metricAt $65.94 million cash flow the participant would receive 200% award of this metric20%
ProductivityAt $3.22 million in Productivity gains the participant would receive 60% award of this metricAt $4.03 million in Productivity gains the participant would receive 100% award of this metricAt $6.04 million in Productivity gains the participant would receive 200% award of this metric20%
% New Product/Product Growth
See note below.(1)
Metric   Threshold Target Maximum Actual First Half 2015 Results Weighting Payout %
Sales Performance Goal $307.0  million in sales $323.2  million in sales $355.5 million in sales $300.9 million in sales 20% 0%
 Payout as % of Target 40% 100% 200% 0%  
Cash Flow Performance Goal ($21.5) million cash flow ($19.6) million cash flow ($15.7)  million cash flow ($9.3) million cash flow 20% 40%
 Payout as % of Target 40% 100% 200% 200%  
Gross Profit Margin Performance Goal 25.91% margin 27.11% margin 28.11% margin 25.04% margin 30% 0%
 Payout as % of Target 20% 100% 200% 0%  
Operating Profit Performance Goal 9.39% operating profit 10.14% operating profit 11.14% operating profit 7.62 % operating profit 30% 0%
 Payout as % of Target 60% 100% 200% 0%  
20%


(1)
The Committee set the target for this metric at a level that requires Packaging Systems to successfully expand its product portfolio and geographic market base to contribute both to 2011 sales and profitability and provide a foundation for 2012 activity. Achievement at each milestone requires innovation and commercialization.


2740



Award Determination and Payouts. In February of each year, the Committee determines the degree to which ICPthe underlying STI goals for the prior year were achieved. For 2011,achieved, which actual results are highlighted in the results achievedtables above. As a result, our NEOs earned the following full-year STI payouts for each Company-wide performance measure are indicated below.2015 performance:
 MetricWeight Result Achieved 
Payout Earned as a
Percent of Total Target Award
 Sales/Profitability40% Sales: $1,084 million Oper Profit: 12.2% 50%
 
 Earnings per share30% $1.71 75%
 Cash flow30% $69 million 60%
      Total Target Award Payout
 
 185%
NEOTarget Award as Percent of Base Salary Target Short-Term Incentive Amounts Actual Short-Term Incentive Award Earned Short-Term Incentive Payout as % of Total Target Award 
Short-Term Incentive Earned and Paid in Cash(1)
 
Short-Term Incentive Earned and Paid in Restricted Stock Units in March 2015 (1)
Mr. Wathen112.5% $860,600
 $718,601
 83.5% $574,881
 $143,720
Mr. Zalupski60.0% 225,000
 187,875
 83.5% 150,300
 37,575
Mr. Sherbin60.0% 240,300
 200,651
 83.5% 160,520
 40,131
Mr. Hindman50.0% 149,100
 124,499
 83.5% 99,599
 24,900
Mr. Zeffiro(2)
75.0% 356,000
 71,200
 40.0% N/A
 N/A
(1)
Amounts earned by the NEOs are paid 80% in cash, with the remaining 20% paid in restricted stock units that vest on the one-year anniversary of the grant date.

Results for Mr. Brooks, whose bonus is determined at the Packaging Systems level, are detailed below:
MetricWeight Packaging Systems
 Result Achieved 
Payout as
% of Target
Sales/Profitability40% Below Threshold 0%
Cash Flow20% Above Target 25%
Productivity20% At Target 20%
% New Products/Product Growth20% Above Target 30%
     Total    75%

The target and actual awards earned by our NEOs are listed in the following chart:
NEOTarget Award as Percent of Salary Target Bonus Amounts Actual ICP Award Earned ICP Earned and Paid in Cash ICP Earned and Paid in Restricted Stock in March 2012
President and CEO112.5% $788,000
 $1,457,800
 $1,166,200
 $291,600
CFO72.5% 298,000
 551,300
 441,000
 110,300
General Counsel50.0% 191,000
 353,400
 282,700
 70,700
President - Packaging Systems70.0% 287,000
 215,300
 172,200
 43,100
Vice President - Finance50.0% 137,000
 253,500
 202,800
 50,700

2012 TriMas Incentive Compensation Plan - Program Highlights.

For fiscal year 2012, the Committee approved the following changes to the ICP for the Company-wide metric weightings to reinforce the emphasis on overall bottom line Company-wide performance results. Specifically, the Committee increased the weighting on Earnings Per Share from 30% to 35% and decreased the weighting on Sales/Profitability metric from 40% to 35%.
For fiscal year 2012, the Committee approved changes to the ICP at the Packaging Systems level to align with the Company's strategic imperatives by increasing the weighting on Cash Flow from 20% to 30% and decreasing the weighting on each of Productivity and New Products/Product Growth from 20% to 15%.

All other key design features of the ICP for 2012 remain unchanged. The NEO target awards for 2012, as a percent of base salary, are as follows:

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(2)

NEO Target Bonus Amount Target Bonus as a percentage of salary
President and CEO $788,000
 112.5%
CFO 322,900
 75.0%
General Counsel 196,300
 50.0%
President - Packaging Systems 295,300
 70.0%
Vice President - Finance 140,700
 50.0%

The Committee concluded that the President and CEO's short term incentive target award percentage is appropriately aligned with market. The CFO's target award percentage was increased from 72.5% to 75% of base salary for better market alignment. Target award percentages for the remaining NEO's also remain unchanged as they are viewed as appropriately aligned with market award levels.
Mr. Zeffiro left the Company effective June 30, 2015 in connection with the Spin Off. Mr. Zeffiro earned $71,200 based on First-Half STI performance measured at Spin Off. Because the performance measures tied to his STI are based on the Cequent/Horizon financial results for full-year 2015 and were ultimately evaluated by Horizon’s compensation committee, no second-half STI performance or full-year payout information is available for Mr. Zeffiro.
Long-Term Incentive Program
Overview. The Company maintainsWe have historically maintained three operational equity incentive plans, referred to as the Company’s 2002 Long TermLong-Term Equity Incentive Plan, the Company’s 2006 Long TermLong-Term Equity Incentive Plan, and the Amended 2011 Omnibus Incentive Compensation Plan (collectively,(these last two plans, collectively, the “Equity Plans”). The 2002 Long Term Equity Incentive Plan will expire in 2012. The Equity Plans allow for grants to employees, directors, and consultants of incentive and nonqualified stock options, stock appreciation rights, dividend equivalent rights, restricted stock, restricted stock units, or performance-based awards.
Purpose.Our long-term equity program has beenis designed to reward the achievement of long-term business objectives that benefit our shareholders through stock price increases, thereby aligning the interests of our executives with those of our shareholders. We make periodic grants to participants after considering such factors as overall business climate, corporate performance, share availability and retention considerations. The Company's historical approach to granting long term equity was to grant stock option awards that covered a three year period. Since
Under the last award of options in 2009, the Company has made equity awards to select participants to recognize leadership and retention concerns.

2011 Special Awards of Restricted Stock.
On February 24, 2011,2015 LTI Award Program, the Committee awarded restricted stock unitsgranted to Messrs. Wathen, Zeffiro, Sherbincertain of our NEOs PSUs and Zalupski in recognitionto all of their leadership and role within the Company. The 2011 award emphasizes our objective of linking executive rewards with Company performance. The award consists of three components each to be settled in shares of the Company's common stock. The description of each component is listed below:
•Upon the Company achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50% of the restricted stock units tied to this metric will vest on the business day immediately following the release of earnings for the quarter inNEOs RSUs, which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the vesting date and require that the recipient be employed by the Company as of each vesting date.
•Upon the Company's stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units tied to these metrics will be granted and immediately vested on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the date on which the respective trading threshold is met, and require that the recipient be employed by the Company as of each vesting date.
•The awards consisted of the following number of restricted stock units:

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 $2.00 EPS Target $30 Stock Price Target $35 Stock Price Target
President and CEO21,000 10,500 10,500
CFO10,500 5,250 5,250
General Counsel5,840 2,920 2,920
Vice President - Finance3,500 1,750 1,750
2011 Incentive Compensation Plan Equity Component.
In connection with the approval by the Committee of the 2011 ICP payments, each NEO receives 80% of the payment in cash and 20% of the ICP award in restricted stock. The number of shares of restricted stock is based on the close of business stock price on March 1, 2012. As described earlier, these shares will vest on the first anniversary of the grant, provided the participant is employed by the Company at the time of vest. The value to be delivered to each NEO in restricted stock is as follows:
NEOICP Earned
and issued as Restricted Stock with vesting on March 1, 2013
President and CEO$291,600
CFO110,300
General Counsel70,700
President - Packaging Systems43,100
Vice President - Finance50,700
Program Changes for 2012. In 2011, the Committee undertook a review of its historical approach to granting long-termincentive awards.

Based on the Committee's evaluation of the objectives to be achieved with a long-term incentive strategy, which included input from the Committee's independent consultant and management, the Committee adopted a new long-term incentive program starting in 2012 that incorporates annual (rather than periodic) grants. The ongoing annual grant program includes both performance stock and service-based restricted stock units (rather than being focused on stock options). These changes more closelyapplicable align TriMas' program with market trends and provide a morean effective means of linking pay with achievement of our ongoing business strategy of maximizing Company performance to deliver value to our shareholders. Due to the Spin Off, the Committee determined it appropriate not to grant the PSU awards until the conclusion of the Spin Off so that performance measures could be set with targets inclusive of the entire Company, without reference to Cequent operations. As a result, Mr. Zeffiro did not receive a PSU grant in 2015.

The Committee recognized the changes in timing and format of the long-term incentive program impact both the competitiveness of participants' pay and expose the Company to retention concerns. To address these concerns, the 2012 long-term incentive equity grants could include both an annual grant as well as a one-time transition grant.2015 Long-Term Incentive Awards

2012 Long Term Incentive Awards. As described above, awards made in 2012 are referred to here as the "2012 Long Term Incentive" ("2012 LTI") and the "Transitional Long Term Incentive Plan" ("Transitional LTI").
2012 LTI: Under the 2012 LTI,2015 Long-Term Incentive Award Program (“2015 LTI”), equity awards arewere granted to the Company'sour NEOs and certain other eligible participants in order to promote the achievement of the Company'sCompany’s strategic goals. The 20122015 LTI award sizes as a percentage of each NEO'sNEO’s base salary arewere as follows:
NEO 20122015 LTI awardAward as a % of 2011June 30, 2015 Base Salary
President and CEOMr. Wathen 200
350		%
CFOMr. Zalupski 140
150		%
General CounselMr. Sherbin 115
150		%
President - Packaging SystemsMr. Hindman 50
80		%
Vice President - FinanceMr. Zeffiro 50
175		%

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InAs discussed above, in determining the total value of the long-term incentive2015 LTI award opportunity for each executive, the Committee reviewed survey data provided by Meridian regarding competitive award levels.levels and considered each participant’s total compensation targets and level of responsibility within the organization. With respect to 2015, Mr. Wathen’s LTI target increased from 325% to 350%, Mr. Sherbin’s LTI target increased from 130% to 150%, and Mr. Hindman’s LTI target increased from 60% to 80%; in each case intended to position LTI closer to the market median for each respective position. Mr. Zalupski’s LTI target increased from 60% to 150% in connection with his promotion to CFO.
Awards under the 20122015 LTI consist of performance stockPSUs and service-based restricted stock units,RSUs (except with respect to Mr. Zeffiro, who received only RSUs, as noted above), which willwere designed to be settled in shares, with each corresponding tovehicle accounting for 50% of the overall long-term incentive2015 LTI target award value. The Committee believes that providing long-term incentive awards in the formvalue (and RSUs accounting for 100% of equity awards best achieves the long-term compensation objectives of the Company and aligns the executives' interests with the interests of the Company's shareholders. The balance between performance-based and time-based grants is in alignment with the development of the Company's growth strategy, motivates management to strike the appropriate balance between short-term and long-term decision-making and aligns management's long-term compensation closely with shareholder interests.Mr. Zeffiro’s overall 2015 LTI target award value).
The approved target 20122015 LTI grants for the 2012-2014 cycle for our NEOs are as follows:

NameService-Based
Restricted Stock ($ Value)		 PSUs ($ Value)
President and CEO$700,000
 $700,000
CFO287,000
 287,000
General Counsel219,100
 219,100
President - Packaging Systems102,400
 102,400
Vice President - Finance68,300
 68,300
Non-Executive Officer Employee Group1,195,500
 1,195,500
NameRSUs
($ Value)		 2015-2017 Cycle
PSUs
($ Value)		 
2015-2016 Cycle
PSUs
($ Value)
Mr. Wathen$1,338,991
 $1,338,807
 $603,452
Mr. Zalupski281,362
 281,305
 44,807
Mr. Sherbin300,339
 300,304
 130,162
Mr. Hindman119,307
 119,301
 43,014
Mr. Zeffiro415,351
 N/A
 N/A

The dollar values listed in the above chart will befor the RSUs were converted into a number of sharesunits based on the closing stock price on March 1, 2012. In addition toFebruary 27, 2015 and the NEOs, there are 45 participants inPSUs were converted into a number of units based on the 2012 LTI.closing stock price on September 10, 2015.

The service-based restricted stock award vests2015 RSUs generally vest in three equal installments on the first three anniversaries of the grant date of the award.
The two 2015 PSU award canawards were designed to be earned based on the achievement of specific performance measures over a periodperiods of three calendar years, withtwenty-eight months (the “2015-2017 Cycle”) and sixteen months (the “2015-2016 Cycle”), respectively. For each of the first three-year cycle beginning2015-2016 Cycle (which began on January 1, 2012September 10, 2015 and endingends on December 31, 2014. For2016) and the 2012-2014 cycle,2015-2017 Cycle (which began on September 10, 2015 and ends on December 31, 2017), the two performance measures are described below:

75%PSU award is earned based on EPS cumulative average growth rate ("EPS CAGR"the achievement of a specified Relative Total Shareholder Return (“RTSR”). Earnings per share compounded annual growth rate percentile rank during the applicable performance period. The Committee approved RTSR as the performance measure and the use of the S&P SmallCap 600 Capped Industrials index as the peer group for the three fiscal yearsperformance measurement comparison, as outlined in the cycle; and

25% based on cash generation. Cash generation refers totable below. If, upon the Company's cash flow forconclusion of the three fiscal years in the cycle from operating activities less capital expenditures, as publicly reported by the Company, plus or minus special items that may occur from time-to-time, divided by the Company's three-year income from continuing operations as publicly reported by the Company, plus or minus special items that may occur from time-to-time.
The actual number of PSUs earnedperformance period, RTSR falls between performance levels, straight-line mathematical interpolation will be determined based on performance achieved, with amounts that can vary from 30%used to determine the amount of the target PSU award (assuming threshold performance)PSUs (rounded down to a maximumthe nearest whole number of 250% of the target PSU award. If the threshold performance target is not achieved for the EPS CAGR or cash generation metric, respectively, no award isPSUs) earned. The performance goals for the PSU awards are established at the beginning of the three-year cycle. The PSU award vests on a “cliff” basis at the end of the three-year performance period. For example, based
Performance LevelRelative Total Shareholder ReturnTarget PSUs Earned
Threshold
Ranked below or at 25th percentile
0%
Above Threshold
Ranked at 35th percentile
50%
Target
Ranked at 50th percentile
100%
Intermediate
Ranked at 65th percentile
150%
Maximum
Ranked at or above 80th percentile
200%

Based on the degree to which the performance goals are met, any PSUs earned for the 2012-2014 cycle will2015-2016 Cycle vest in 2015.2017, and any PSUs earned from the 2015-2017 Cycle vest in 2018.
Transitional LTI: In addition
As further described above, the 2014 PSU awards and Mr. Zeffiro’s 2013 PSU award were equitably adjusted by the Company in accordance with the terms of the Company's Equity Plans into RSUs of the Company or Horizon, as applicable, so that, generally, the awards retained, in the aggregate, the same intrinsic value that the awards had immediately prior to the 2012 LTI,Spin Off. For the NEOs other than Mr. Zeffiro, the 2013 PSU awards were equitably adjusted by the Company is implementing a Transitional LTI, intended to address concerns aboutin accordance with the competitiveness of pay as the program transitions from periodic to annual grants and related retention considerations. Given the deferralterms of the vesting ofCompany’s Equity Plans, but remained PSU awards, so that, generally, the awards retained, in the aggregate, the same intrinsic value that the awards had immediately prior to the Spin Off, as further discussed below.

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2013 PSU Grant (2013 to 2015 Performance Period) - Results

The following is provided to describe the performance unit portiongoals for the 2013 PSU awards, the actual results relative to such performance goals, and how the Company calculated the payout amount for each PSU award, including given the equitable adjustments in connection with the Spin Off. As an initial matter, the 2013 PSUs were designed for the NEOs to be initially funded based on our achievement of a threshold level of $86.3 million in recurring operating profit. For 2013 to 2015, our actual recurring operating profit achievement was $101.7 million, and thus the 2012 LTI, the Transitional LTI provides the participant the opportunity for a vested equity benefit inNEOs’ 2013 and 2014.PSU awards were initially funded at 200% of target opportunities, subject to reduction to final payout levels as explained further below.

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The Transitional LTI consists solely of performance-based grants2013 PSU award opportunities provided to the NEOs in 2013 represented performance based opportunities allocating 75% to EPS growth and other eligible participants. Any PSUs earned will be settled in shares. Sixty percent (60%)25% to cash generation as a percentage of recurring net income from January 1, 2013 to December 31, 2015. Overall achievement could vary from 12.5% of the Transitional LTI awards can be earned based on 2012 EPS growth with the potential for the remaining 40% to be earned based on cumulative EPS CAGR for 2012 and 2013.
The approved target Transitional LTI grants for our NEOs are as follows:
  Transitional LTI Target Award in Grant Date $ Value
Name 2012 EPS Growth 2012-2013 EPS CAGR
President and CEO $701,400
 $467,600
CFO 287,600
 191,700
General Counsel 219,500
 146,400
President - Packaging Systems 102,600
 68,400
Vice President - Finance 68,400
 45,600
Non-Executive Officer Employee Group 1,062,700
 709,300

The amounts listed in the above chart, will be converted to a number of shares based on the closing stock price on March 1, 2012. In addition to the NEOs, there are 39 participants in the Transitional LTI.
For both portions of the Transitional LTI awards, any PSUs earned will be based solely on the degree to which predetermined EPS growth for 2012 and EPS CAGR for 2013/2014 goals are met, with amounts that can vary from 30% of the target PSU award (assuming threshold performance) to a maximum of 250%237.5% of the target PSU award. Ifaward (assuming maximum performance), with no award earned if performance fell below threshold levels. However, in connection with the Spin Off, the relative achievement of the performance measures was evaluated as of the date of the Spin Off, rather than at the end of the original performance period.
The threshold, performance target, is notand maximum growth rates (with resulting EPS amounts), achieved growth rates (with resulting EPS amounts), and resulting percentage of target award achieved for eithereach portion of the PSU awards are summarized in the following tables:
 Actual ResultsAttainment Weighting Total
EPS Growth1.7%—% 75.0% —%
Cash Generation84.7%200.0% 25.0% 50.0%
Total Payout     50.0%
 ThresholdTargetMaximum 
 EPS Growth RateCash Generation RateEPS Growth RateCash Generation RateEPS Growth RateCash Generation Rate% of Target Achieved
1/1/2013 - 6/30/2015 Performance4.0%16.0%15.0%34.0%24.0%47.0%50.0%
The achieved EPS growth orrate and cash conversion percentage reported above were calculated with adjustments for acquisitions, divestitures, severance, business restructuring costs, debt refinancing, expected seasonality, and equity offering dilution pursuant to the terms of the Equity Plans and as approved by the Committee.
For the NEOs other than Mr. Zeffiro, performance results were calculated at the conclusion of the performance period (December 31, 2015), with payout amounts determined mathematically by multiplying the number of units per the target award for each NEO times the percent of target achieved (50.0%). Although our achievement of recurring operating profit initially funded these awards at 200%, the Committee utilized negative discretion based on the EPS CAGR,and cash generation results through June 30, 2015 (the time of the Spin Off) so that the NEOs other than Mr. Zeffiro received 2013 PSU award payouts commensurate with the payouts for the Company’s other remaining employees. The 2013 PSU awards were settled in shares in early 2016.

For Mr. Zeffiro, performance results were calculated as of the date of the Spin Off, rather than at the end of the original performance period. The resulting PSUs earned were converted into RSUs covering Horizon common stock, which RSUs vested on March 1, 2016. This and other adjustments are further described above under the heading “Treatment of Equity-Based Compensation in the Spin Off.”
2014 PSU Grant (2014 to 2015 Performance Period)
The following is provided to describe the performance goals for the 2014 PSU awards, the actual results relative to such performance goals, and how the Company calculated the payout amount for each PSU award.


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The 2014 PSU award opportunities provided to the NEOs in 2014 represented performance based opportunities allocating 75% to EPS growth and 25% to ROIC for January 1, 2014 to December 31, 2016. Overall achievement could vary from 7.5% of the target award (assuming threshold performance) to 237.5% of the target award (assuming maximum performance), with no award is earned.earned if performance fell below threshold levels. However, in connection with the Spin Off, the relative achievement of the performance measures was evaluated as of the date of the Spin Off, rather than at the end of the original performance period.

The threshold, target, and maximum growth rates (with resulting EPS amounts), achieved ROIC, and resulting percentage of target award achieved for each portion of the PSU awards are summarized in the following tables:
 Results AchievedAttainment Weighting Total
EPS Growth6.3%40.0% 75.0% 30.0%
ROIC9.0%—% 25.0% —%
Total Payout     30.0%
 ThresholdTargetMaximum 
 EPS Growth RateROICEPS Growth RateROICEPS Growth RateROIC% of Target Achieved
1/1/2014 - 6/30/2015 Performance4.0%12.3%15.0%14.5%24.0%17.9%30.0%
The achieved growth rates and resulting EPS amounts reported above were calculated with adjustments for acquisitions, divestitures, severance, business restructuring costs, debt refinancing, expected seasonality, and equity offering dilution pursuant to the terms of the Equity Plans and as approved by the Committee.
After performance results were determined through the date of the Spin Off, the earned 2014 PSUs held by each NEO other than Mr. Zeffiro were converted into RSUs that generally vest in full on March 5, 2017, subject to continued employment through such date. However, because Mr. Zeffiro began employment with Horizon as of the Spin Off, his earned PSUs were converted into RSUs covering Horizon common stock, on substantially the same terms as the awards for the other NEOs. For additional information regarding this and other adjustments, see the discussion above under the heading “Treatment of Equity-Based Compensation in the Spin Off.”
Benefits and Retirement Programs
Consistent with our overall philosophy, the NEOs are eligible to participate in benefit plans that are available to substantially all the Company'sCompany’s U.S. employees. These programs include participation in the Company'sCompany’s retirement program (comprised of a 401(k) savings component and a quarterly contribution component), and in our medical, dental, vision, group life, and accidental death and dismemberment insurance programs. These retirement benefits are designed to reward continued employment with the Company and assist participants with financial preparation for retirement.
The Company makes matching contributions for active participants in the 401(k) savings component equal to 25% of the participants'participants’ permitted contributions, up to a maximum of 5% of the participant'sparticipant’s eligible compensation. In addition, for most employees the Company may contribute up to an additional 25% of matching contributions based on the Company'sCompany’s annual financial performance.
Under the terms of the Company'sCompany’s quarterly contribution component of its retirement program, the Company contributes to the employee'semployee’s plan account an amount determined as a percentage of the employee'semployee’s base pay upon an employee'semployee’s eligibility following one year of employment. The percentage is based on the employee'semployee’s age and for salaried employees ranges from 1.0% for employees under the age of 30 to 4.5% for employees age 50 and over. For 2011, Mr.2015, Messrs. Wathen, Zalupski, and Sherbin received 4.5%, Mr. Hindman received 3.0% and Mr. Zeffiro received 4.0%, Mr. Sherbin received 4.0%, Mr. Zalupski received 4.5% and Mr. Brooks received 7.0% due to a supplemental legacy benefit. until his June 30, 2015 departure from the Company.
Executive Retirement Program
The Company'sCompany’s executive retirement program provides senior managers with retirement benefits in addition to those provided under the Company'sCompany’s qualified retirement plans. The Company offers these additional programs to enhance the competitiveness of total executive pay.pay

44



so that it remains competitive in the market. Effective January 9, 2013, the Company began funding a Rabbi Trust for our obligations under this program. Trust assets are subject to the claims of the Company’s creditors in the event of bankruptcy.
Under the Supplemental Executive Retirement Plan (“SERP”), the Company makes a contribution to each participant'sparticipant’s account at the end of each quarter with the amount determined as a fixed percentage of the employee'semployee’s eligible compensation. The percentage is based on the employee'semployee’s age on the date of original participation in the plan (6.0% for Messrs. Brooks andMr. Wathen, 4.0% for Messrs. Zalupski and Sherbin, Zeffiro and Zalupski)2.0% for Mr. Hindman). Contributions vest 100% after five years of eligible employment. Immediate vesting in the Company'sCompany’s contributions occurs upon attainment of retirement age or death. Mr. Zeffiro received contributions equal to 4.0% of his eligible compensation until his June 30, 2015 departure from the Company in connection with the Spin Off.

32


The Compensation Limit Restoration Plan (“CLRP”) provides benefits to senior managers, including our NEOs, in the form of Company contributions which would have been payable under the quarterly contribution component of the Company'sCompany’s tax-qualified retirement plan, but for tax code limits on the amount of pay that can be considered in a qualified plan. There are no employee contributions permitted under this plan. Company contributions under the CLRP vary as a percent of eligible compensation based on the employee'semployee’s age.
The executive retirement program also provides for an elective deferral compensation feature to supplement the existing executive retirement program. For fiscal years beginning in 2011, an employeeEmployees eligible to receive SERP contributions may elect to defer up to 25% of base pay and up to 100% of bonus. This plan design component is intended to encourage the continued employment and diligent service of plan participants.
TriMas Corporation Benefit Restoration Pension Plan
Mr. Brooks participates in the TriMas Corporation Benefit Restoration Plan (“Benefit Restoration Plan”), which is an unfunded non-qualified retirement plan. The Benefit Restoration Plan provides for benefits that were not able to be provided to certain executives in the Metaldyne Pension Plan (a plan adopted by the Company's predecessor) because of tax limits on compensation that may be considered in a qualified plan. The TriMas Corporation Benefit Restoration Plan was frozen as of December 31, 2002.
Under the frozen Benefit Restoration Plan, which consists of a pension and a profit sharing component, Mr. Brooks is eligible to receive a retirement benefit in addition to those provided under the Company's other plans. Upon termination on or after age 55, Mr. Brooks is entitled to receive a specified pension benefit annually, the age 65 present value of which is reflected in the “Executive Retirement Program” table.
Perquisites
The Company maintains a Flexible Cash Allowance Policy. Under this program, certain executives receive a quarterly cash allowance in lieu of other Company provided perquisites.Company-provided perquisites including supplemental universal life insurance, automobile allowance, private club membership, and tax reimbursements. Eligibility and amount offor the cash allowanceallowances, and the amounts, are periodically reviewed by the Committee.
For the fiscal year 2011,2015, the NEOs received no adjustment to the 2010 allowance amountfollowing cash allowances:
Messrs. Wathen, Zalupski, Sherbin, and continue to receive $55,000 each. The same cash allowance levels will remain in place in 2012Hindman - $55,000; and
Mr. Zeffiro received $27,500 for participating executives, includinghis service with the NEOs. Company through June 30, 2015.

The Company continues to make executive physical examinations available to its officers. Finally, under certain circumstances, NEOs may utilize our corporate owned or leased aircraft for personal use (including spousal use). See footnote four to the 2015 Summary Compensation table below for more information about our NEOs who utilized this perquisite in 2015.
Change in ControlChange-of-Control and Severance BasedSeverance-Based Compensation
The NEOs are covered by the Company's Executive Severance/ChangeCompany’s Severance Policy (“Severance Policy”), the operation of which is described in Control Policy. Thefurther detail below under “Post-Employment Compensation.” In general, the Severance Policy requiresprovides that the Company towill make severance payments to a covered executive if his or her employment is terminated under certain circumstances, as described below under “Post-Employment Compensation.”
Althoughqualifying circumstances. The Severance Policy does not provide for any excise tax gross-ups; however, it provides for payments otherwise due upon a significant part of compensation forchange-of-control to be reduced to ensure that none are subject to the Company's executives is performance-based and largely contingent upon achievement of aggressive financial goals, the Executive Severance/Change in Controlgolden parachute excise tax. The Severance Policy provides important financial protection to certainthe named participants in exchange for non-compete and non-solicit covenants for the duration of an executive’s employment and a period following termination, and a requirement that an executive execute a release of claims in favor of the Company's executive officers.Company in order to receive any benefits under the Severance Policy. The Committee believes that offering this program is consistent with market practices, assures the Company can both attract and retain executive talent, and will assist with management stability and continuity in the face of a possible business combination.
The Compensation Committee periodically reviews the Severance Policy to evaluate both its effectiveness and competitiveness and to determine the value of potential payments.
Risk Mitigation in our Compensation Practices
The Committee focuses on risk mitigation in the design and implementation of the Company’s compensation practices. The Committee seeks to properly balance maximizing shareholder value creation, maintaining a strong pay for performance relationship, and providing for business risk mitigation. The Committee and management believe that the Company maintains appropriate compensation policies and practices, and that they do not give rise to risks that are reasonably likely to have a material adverse effect on the Company or encourage excessive risk taking. The Committee notes the employee compensation program includes a number of risk mitigation strategies, as detailed in the following chart:

45



COMPENSATION PRACTICERISK MITIGATION FACTORS
Short-Term Incentive Compensation

Multiple Performance Metrics.The short-term incentive plan uses multiple performance measures that encourage employees to focus on the overall strength of the business rather than a single financial measure.

Award Cap.STI awards payable to any individual are capped at 200% of the target award.

Clawback Provision.Our clawback policy allows us to recapture STI awards from certain executives, including NEOs, in certain situations, including restatement of financial results.

Management Processes.Board and management processes are in place to oversee risk associated with the STI plan, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Board, Audit Committee, and our internal management disclosure committee.
Long-Term Incentive Compensation

Stock Ownership Guidelines.  We have stock ownership requirements consistent with market norms for certain executives, including NEOs.

Award Cap.  LTI awards payable to any individual are capped.

Retention of Shares.  With respect to any certain executive, including NEOs, who has not met the ownership guidelines within the required period, the Committee may require the executive to retain all shares necessary to satisfy the guidelines, less an amount that may be relinquished for the exercise price and taxes.

Anti-Hedging/Pledging Restriction Policy.  See discussion below regarding our anti-hedging and short sale/restricted pledging policies.

Clawback Provision.  Our clawback policy permits the Committee to recoup or rescind equity awards to certain executives, including NEOs, under the LTI plan under certain situations, including restatement of financial results.

Accounting and Tax Effects
The impact of accounting treatment is considered in developing and implementing the Company'sCompany’s compensation programs generally, including the accounting treatment as it applies to amounts awarded or paid to the Company'sCompany’s executives.
The impact of federal tax laws on the Company'sCompany’s compensation programs is also considered, including the deductibility of compensation paid to the NEOs, as regulated by Section 162(m) of the Code. MostWhile we believe it is in the Company’s and its shareholders’ best interests to have the ability to potentially grant qualified performance-based compensation for purposes of Section 162(m) of the Company'sCode under the Company’s executive compensation programs are designedprogram, we may decide to grant compensation that will not qualify as qualified performance-based compensation for deductibility underpurposes of Section 162(m), but of the Code. Moreover, even if we intend to preservegrant compensation that qualifies as qualified performance-based compensation for purposes of Section 162(m) of the Code, we cannot guarantee that such compensation will so qualify or ultimately will be deductible by the Company.
The Committee’s award of short- and long-term incentives may require achievement of threshold performance metrics. The actual amount to be paid to an NEO in respect to such an incentive award may be determined in accordance with the negative discretion of the Committee, based on its assessment of overall performance results. Although the Committee may take actions intended to limit the impact of Section 162(m) of the Code, the Committee also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that the tax deduction limitation should not be permitted to compromise the Company’s ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully. Accordingly, achieving the desired flexibility in administeringthe design and delivery of compensation programs,may result in compensation that in certain cases is not all amounts paid under all of the Company's compensation programs qualifydeductible for deductibility.federal income tax purposes.
Likewise, the impact of Section 409A of the Code is taken into account, and the Company'sCompany’s executive plans and

33


programs are in general, designed to comply with, or be exempt from, the requirements of that section so as to avoid possible adverse tax consequences that may result from noncompliance with Section 409A.

46



Stock Ownership Guidelines for Executives

To further align the interests of executives with those of shareholders, the Committee adopted stock ownership guidelines for certain executives, including the NEOs. The guidelines are expressed as a multiple of base salary, as set forth below:
President and CEOMr. Wathen 5x
CFO; General CounselMessrs. Zalupski and Sherbin 3x
Other executives, as determined by the Committee (including the President - Packaging Systems and Vice President - Finance)Mr. Hindman 2x
As executives have five years to meet theseof December 31, 2015, all of the NEOs were in compliance with the stock ownership guidelines then applicable to them (excluding Mr. Zeffiro due to his departure from the time of adoption byCompany in connection with the Committee, the Committee will not evaluate compliance until 2014.Spin Off). New executives designated as participants will have five years from the time they are named to a qualifying position to meet the ownership guidelines. Adherence to these guidelines will be evaluated each year on January 1,the last trading day of the year, using the executive'sexecutive’s base salary and the value of the executive'sexecutive’s holdings and stock price on such day. Once an executive attains the required ownership level, the executive will not be considered noncompliant solely due to subsequent stock price declines.

declines as long as the executive continues to hold at least the number of shares the executive held as of the measurement date until the guideline ownership is again achieved.
The following equity holdings count towards satisfaction of the guidelines:
Shares owned (or beneficially owned) by the executive, including shares acquired upon exercise of stock options or acquired through any Company employee benefit plans;
Time-vesting restricted stock or restricted stock units, whether vested or not; and
Vested, in the moneyin-the-money stock options.
Prior to attaining sufficient shares to satisfy the guidelines, executivesan executive must retain shares having a value equal tohold at least 50% of the after-tax gain recognizedshares acquired by him or her upon the:
Vesting of restricted stock;
Exercise of a stock option;
Exercise of a stock appreciation right;
Payout of a restricted stock unit in shares; and
Payout (in shares) of any other equity award.
in each case reduced first by:
any shares of Common Stock retained by the Company to satisfy any portion of tax withholding requirements attributable to such events;
any shares of Common Stock tendered by the executive to pay any portion of the exercise price of a stock option; and
if any portion of the taxes due in connection with respectsuch events or the exercise price of options are satisfied by the executive remitting cash to the Company or applicable taxing authority or by the Company withholding amounts from the executive’s compensation or payments otherwise due, the number of shares of Common Stock having a fair market value equal to the amount so remitted or withheld based on the closing price of the Common Stock on the vesting or exercise of stock options, sale of vested restricted stock or other disposition with respect to any equity awards granted under the Company's equity incentive plans.date, as applicable.
The Committee has the discretion to consider non-compliance with the guidelines in determining whether or the extent to which future equity awards should be granted and may require all stock attained through Company grants be retained until the guidelines are satisfied.
Anti-Hedging and Short Sale/Restricted Pledging Policies
The Company’s anti-hedging policy prohibits our directors, and executives, including NEOs, from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Common Stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds. The policy also prohibits our directors and executives from engaging in short sales related to the Common Stock. Under the policy, directors and executives may pledge shares of Common Stock on a limited basis, provided that, among other things, (a) any pledge is approved in advance by our Chief Executive Officer and General Counsel (or by the Governance and Nominating Committee in the case of a pledge by our Chief Executive Officer or General Counsel), (b) any pledged shares will cease to be counted as owned for purposes of our stock ownership guidelines and (c) the sum of (i) the aggregate number of shares of Common Stock pledged by all directors and executives at the time of the

47



requested pledge and (ii) the number of shares requested to be pledged is equal to or less than two times the average daily trading volume in our Common Stock for the preceding 30-day period.
Recoupment Policy
In 2009, the Committee implemented a recoupment (or clawback) policy subjecting incentive compensation and grants under the Company's equity plansEquity Plans to executive officers and business unit presidents to potential recoupment. The Board has the authority to trigger recoupment in the event of a material financial restatement or manipulation of a financial measure on which compensation is based where the employee'semployee’s intentional misconduct contributed to the restatement or manipulation and, but for such misconduct, a lesser amount of compensation would have been paid. The Committee will reevaluate and, if necessary, revise the Company'sCompany’s recoupment policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act once the rules implementing the recoupment requirements have been finalized by the SEC.
Employment Arrangements
The terms of Mr. Wathen's employment with the Company are contained in a letter agreement dated January 12, 2009, a copy of which the Company timely filed with the SEC on a Current Report on Form 8-K. In addition to providing for base salary and bonus compensation as discussed elsewhere in this CD&A, the letter agreement provided for the grant to Mr. Wathen of 200,000 stock options upon his initial date of employment with pro-rata annual vesting over three years, consideration for an additional equity grant in 2009, and a one-time bonus of $100,000 to be used by Mr. Wathen for the purchase on the open market, on an after tax basis, of Company common stock (which bonus was paid after Mr. Wathen confirmed his purchase of an additional $100,000 of Company stock during the first available open trading window).

34


The letter agreement also provides for restricted stock unit grants in 25,000 tranches to Mr. Wathen if the Company's closing stock price exceeds specific thresholds of $5, $10, $15, $20 and $25 for any successive 75 day trading period within the first 36 months of Mr. Wathen's employment.
All units earned under this program vest in increments of one-third annually over the three year period following each grant and require that he be employed by the Company on each respective vesting date. As discussed in the Grants of Plan-Based Awards, Mr. Wathen received 75,000 restricted stock unit grants prior to the expiration of this program on January 12, 2012.






COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of TriMas Corporation has reviewed and discussed with management thisthe Compensation Discussion and Analysis. Based on this review and discussion, it has recommended to the Board of Directors that thisthe Compensation Discussion and Analysis be included in the 20122016 Proxy Statement and in the Annual Report on Form 10-K of TriMas Corporation filed for the fiscal year ended December 31, 2011.2015.


The undersigned members of the Compensation Committee have submitted this report to the Board.
The Compensation Committee of the Board of Directors
Eugene A. Miller, ChairmanChair
Marshall A. Cohen
Richard M. Gabrys
Marshall A. CohenNancy S. Gougarty
Herbert K. Parker
Nick L. Stanage
Daniel P. Tredwell
Samuel Valenti III


48


35


2015 Summary Compensation Table
The following table summarizes the total compensation paid to or earned by the NEOs in 2011, 20102015, 2014 and 2009.
2013.
Name and Principal Position Year 
Salary
($)(1)
 
Stock Awards
($)(2)(3)(4)
 
Option Awards
($)(5)
 
Non-Equity Incentive Plan Compensation ($)(6)(7)(8)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(9)
 
All Other Compensation ($) (10)
 Total
($)
David M. Wathen, President 2011 695,900
 1,353,500
 —
 1,166,200
 —
 134,000
 3,349,600
  (principal executive officer) 2010 683,400
 886,400
 —
 1,443,800
 —
 130,400
 3,144,000

 2009 656,830
 138,400
 106,500
 775,000
 —
 110,400
 1,787,130
                 
A. Mark Zeffiro 2011 405,000
 491,700
 —
 441,000
 —
 92,200
 1,429,900
  Chief Financial Officer 2010 380,000
 319,100
 —
 526,000
 —
 87,700
 1,312,800
  (principal financial officer) 2009 373,800
 31,000
 35,800
 252,000
 —
 79,000
 771,600
                 
Lynn A. Brooks, President, 2011 436,500
 43,100
 —
 172,200
 31,500
 119,900
 803,200
  Packaging Systems 2010 424,800
 98,600
 —
 394,200
 33,900
 118,900
 1,070,400
  2009 400,800
 56,400
 28,800
 420,300
 14,800
 150,900
 1,072,000
                 
Joshua A. Sherbin 2011 375,600
 282,800
 —
 282,700
 —
 90,900
 1,032,000
  Vice President, 2010 360,000
 227,800
 —
 310,800
 —
 89,800
 988,400
  General Counsel 2009 363,500
 21,500
 34,800
 175,000
 —
 94,100
 688,900
                 
Robert J. Zalupski
2011
269,200

177,800

—

202,800

—

83,800

733,600
 Vice President Finance, Corporate















 Development and Treasurer















Name and Principal Position Year Salary
($)		 Bonus
($)		 
Stock Awards
($)(1)(2)
 
Non-Equity Incentive Plan Compensation ($)(3)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
 
All Other Compensation ($)(4)
 Total
($)
David M. Wathen, CEO 2015 753,850
 —
 3,424,970
 574,881
 —
 164,151
 4,917,852
  (Principal Executive Officer) 2014 731,850
 —
 2,543,485
 518,740
 —
 163,636
 3,957,711
  2013 710,500
 165,000
 2,227,673
 546,424
 —
 151,909
 3,801,506
                 
Robert J. Zalupski, CFO 2015 372,065
 —
 645,049
 150,300
 —
 90,714
 1,258,128

 2014 294,350
 —
 202,399
 92,748
 —
 85,755
 675,252

 
 
 
 
 
 
 
 
                 
Joshua A. Sherbin 2015 400,400
 —
 770,936
 160,520
 —
 94,869
 1,426,725
  General Counsel 2014 396,450
 —
 557,923
 149,178
 —
 97,663
 1,201,214
  2013 392,500
 45,000
 530,280
 158,633
 —
 93,381
 1,219,794
                 
Colin E. Hindman 2015 298,200
 —
 306,522
 99,599
 —
 74,138
 778,459
  VP, Human Resources                
                 
A. Mark Zeffiro, former CFO and 2015 240,951
 —
 415,351
 71,200
 —
 52,027
 779,529
  Executive Vice President - Cequent (5)
 2014 467,650
 —
 885,907
 221,005
 —
 107,062
 1,681,624
  (former principal financial officer) 2013 445,600
 70,000
 864,451
 232,729
 —
 105,898
 1,718,678


(1) 
During 2011 and 2010, there were 26 bi-weekly pay periods for Company employees paid on a bi-weekly basis, including the NEOs. There were 27 bi-weekly pay periods for such employees in 2009.

(2)
All awards in this column for 2015 relate to restricted stock units (including performance stock units) granted under the 2002 Long Term Equity IncentiveAmended 2011 Plan the 2006 Long Term Equity Incentive Plan and the 2011 TriMas Corporation Omnibus Incentive Compensation Plan andthat are calculated in accordance with Accounting Standards Codification (“ASC”)FASB ASC, Topic 718, “Stock Compensation.” The award earned reflectsThis column includes compensation for performance stock units based on the grantstargeted attainment levels, which represents the probable outcome of restricted stock awards or units, as approved by the Compensation Committee,performance condition on December 4, 2009, February 26, 2010, March 24, 2010, October 21, 2010, January 21, 2011, February 24, 2011 and March 1, 2011. The award does not include performance units not earned. For 2010 and 2011,the date of grant. Included in this amount also includesis the full value of the 20% of ICP2015 STI amounts earned and required to be paid in restricted stock units, with the number of shares determined based on the Company'sCompany’s closing stock price as of March 1, 2016.
(2)
On March 1, 2015, each NEO received time-based restricted stock units which vest ratably over a three year period. On September 10, 2015, each NEO received two separate performance-based awards which cliff-vest after 16 and 28 months, respectively and are subject to a targeted achievement of Relative Total Shareholder Return over the performance periods. Maximum fair values for all performance-based awards granted in 2015 were $3,884,517 for Mr. Wathen, $652,224 for Mr. Zalupski, $860,931 for Mr. Sherbin, and $324,629 for Mr. Hindman (Mr. Zeffiro received only RSUs based on his departure from the Company in connection with the Spin Off). Attainment of the following year. Seeperformance-based awards can vary from zero percent if the “Grantslowest milestone is not attained to a maximum of Plan-Based Awards” table.200% of target award.
(3) 
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earn restricted stock units in the event that the Company's closing stock price for any successive 75 trading day period within 36 months of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 units should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vest ratably over a three year period from the date of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000 on each of March 24, 2010 and October 21, 2010, respectively, as the Company's closing stock price met the requirements for the $5.00 and $10.00 thresholds as of those dates. Mr. Wathen earned 25,000 additional restricted stock units on January 21, 2011, as the Company's closing stock price met the requirements for the $15.00 threshold as of that date. Due to the expiration of the program, Mr. Wathen is not eligible to earn any additional units under this program.
(4)
On February 26, 2010, Messrs. Zeffiro and Sherbin were granted restricted stock units under the Company's 2006 Long Term Equity Incentive Plan valued at $200,100 and $150,100, respectively, based on the Company's common stock closing price on the grant date, to better align the recipients' long-term incentive compensation with the market. The restricted stock units vest three years following the date of grant and will be settled in cash based on the closing price as of the vest date.
(5)
All awards in this column relate to stock options granted under the 2002 Long Term Equity Incentive Plan and the 2006 Long Term Equity Incentive Plan. This amount represents the full grant date fair value as calculated in accordance with ASC Topic 718, “Stock Compensation.”
(6)
ICPSTI payments are made in the year subsequent to which they were earned. Amounts earned under the 2011 ICP2015 STI (except in the case of Mr. Zeffiro, as explained above) were approved by the Compensation Committee on February 16, 2012. For 2011 and 2010, amount includes the cash-paid portion24, 2016. Amount consists of the award. For 2009, amount includes both the cash-paid portion of the award andpaid in cash (or earned, in the amountcase of Mr. Zeffiro). For additional information about STI awards, please refer to the NEO elected to receive“Grants of Plan-Based Awards in restricted stock.2015” table.
(7)(4) 
ForIn 2015, includes perquisite allowance, Company contributions to retirement and 401(k) plans, and personal use of corporate aircraft. Specifically, in 2015, Messrs. Wathen, Zalupski, Sherbin, and Hindman, each received a perquisite allowance of $55,000, and Mr. Zeffiro received a perquisite allowance of $27,500. Company contributions during 2015 into the retirement and 401(k) plans were $84,359 for Mr. Wathen, $35,714 for Mr. Zalupski, $39,869 for Mr. Sherbin, $19,138 for Mr. Hindman, and $24,527 for Mr. Zeffiro. See “Compensation Components-Benefit and Retirement Programs.” In addition, under certain circumstances, NEOs may utilize our corporate owned or leased aircraft for personal use (including spousal use). In those instances, the value of the benefit is based on the aggregate incremental cost to the Company. Incremental cost is estimated based on the variable costs to the Company, including fuel costs, mileage, certain maintenance, on-board catering, landing/ramp fees, and certain other miscellaneous costs. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of aircraft, are excluded. For income tax purposes, the amounts included in NEO income are calculated based on the standard industry fare level valuation method. No tax gross-ups are provided for this imputed income. Mr. Wathen incurred $24,792 of personal use of Company aircraft during 2015. Where such use includes a one-time cash bonus of $100,000 in 2009 pursuant to his offer letter on January 12, 2009, whichthe NEO’s spouse accompanying him, the Company has determined that there was to be usedno incremental cost for the purchasespouse’s presence on the open market, on an after-tax basis, of Company common stock. For Mr. Zeffiro, includes a one-time cash bonus of $100,000 in 2008 upon employment with the Company.such flights.
(8)(5) 
For Messrs. Wathen andMr. Zeffiro 2010 includes a special one-time cash awardresigned his position of $150,000 and $50,000, respectively, granted by the Compensation Committee on February 26, 2010 in recognition of their leadership and performance, which was to be used for the purchase on the open market, on an after-tax basis, of Company common stock.Executive Vice President - Cequent, effective June 30, 2015.
(9)
The benefits of the TriMas Benefit Restoration Plan were frozen as of December 31, 2002. Therefore, the above amounts represent only the change in actuarial present value of that frozen benefit.
(10)
See the following table for information regarding each of the NEO's other compensation detail.

 Following is further detail on the NEOs' other compensation:

3649



Name Year 
Perquisite Allowance
($)
 
Auto
Allowance
($)
 
Club
Membership
($)
 
Life and
Disability
Insurance
Premiums
($)
 
Tax
Reimbursements
($)
 
Relocation
Benefit
($)(1)
 
Company
Contributions
in Retirement
and 401(k) Plans
($)(2)
 
Total
($)
David M. Wathen 2011 55,000
 —
 —
 —
 —
 —
 79,000
 134,000
  2010 55,000
 —
 —
 —
 —
 —
 75,400
 130,400
  2009 —
 —
 —
 24,500
 27,600
 15,800
 42,500
 110,400
                   
A. Mark Zeffiro 2011 55,000
 —
 —
 —
 —
 —
 37,200
 92,200
  2010 55,000
 —
 —
 —
 —
 —
 32,700
 87,700
  2009 —
 15,000
 8,300
 8,000
 22,300
 —
 25,400
 79,000
                   
Lynn A. Brooks 2011 55,000
 —
 —
 —
 —
 —
 64,900
 119,900
  2010 55,000
 —
 —
 —
 —
 —
 63,900
 118,900
  2009 —
 16,900
 —
 36,000
 37,600
 —
 60,400
 150,900
                   
Joshua A. Sherbin 2011 55,000
 —
 —
 —
 —
 —
 35,900
 90,900
  2010 55,000
 —
 —
 —
 —
 —
 34,800
 89,800
  2009 —
 15,000
 11,900
 8,500
 25,100
 —
 33,600
 94,100
                   
Robert J. Zalupski
2011
55,000

—

—

—

—

—

28,800

83,800


(1)
In connection with Mr. Wathen joining the Company in 2009, his responsibilities required the cancellation of non-refundable personal travel for which the Company reimbursed him.

(2)
For Mr. Wathen, amounts comprised of $61,800 in 2011, $58,400 in 2010 and $39,400 in 2009 under the TriMas Executive Retirement Program and $17,200 in 2011, $17,000 in 2010 and $3,100 in 2009 under the TriMas Corporation Salaried Retirement Program; for Mr. Zeffiro, $21,300 in 2011, $19,300 in 2010 and $14,400 in 2009 under the TriMas Executive Retirement Program and $15,900 in 2011, $13,400 in 2010 and $10,400 in 2009 under the TriMas Corporation Salaried Retirement Program; for Mr. Brooks, amounts comprised of $39,200 in 2011, $38,100 in 2010 and $35,000 in 2009 and $32,100 in 2008 under the TriMas Executive Retirement Program and $25,700 in 2011, $25,800 in 2010 and $25,400 in 2009 under the TriMas Corporation Salaried Retirement Program; for Mr. Sherbin, amounts comprised of $20,000 in 2011, $19,000 in 2010 and $18,200 in 2009 under the TriMas Executive Retirement Program and $15,900 in 2011, $15,800 in 2010 and $15,400 in 2009 under the TriMas Corporation Salaried Retirement Program; and for Mr. Zalupski, amounts comprised of $11,400 in 2011 under the TriMas Executive Retirement Program and $17,400 in 2011 under the TriMas Corporation Salaried Retirement Program. See “-Compensation Components-Benefit and Retirement Programs.”


37


Grants of Plan-Based Awards in 20112015
The following table provides information about the awards granted to the NEOs in 2011.2015.
    
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
 
All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)
   
Grant Date
Fair Value
of Stock
and Unit
Awards
($)
  
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
 
Estimated Future Payouts
Under Equity
Incentive Plan Awards
 
All Other
Stock Awards:
Number of Shares of Stock or Units (#)(7)
   
Grant Date
Fair Value
of Stock
and Option
Awards
($)(7)
NameGrant Type Grant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Closing Price on Grant Date
($/share)
 Grant TypeGrant Date 
Threshold
($)
 
Target
($)
 
Maximum
($)(6)
 
Threshold
($/#)
 
Target
($/#)
 
Maximum
($/#)(6)
 
Closing Price on Grant Date
($/share)(7)
 
David M. Wathen
ICP (1)



118,200

788,000

1,694,200









First-half STI/Cash(1)
  41,309
 344,240
 688,480
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (2)

1/21/2011









25,000

19.22

480,500
First-half STI/RSU(2)
 —
 —
 —
 10,327
 86,060
 172,120
 —
 —
 86,060

Restricted Stock Unit (3)

2/24/2011









21,000

21.17

444,600
Second-half STI/Cash(1)
 41,309
 344,240
 688,480
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

167,200
Second-half STI/RSU(2)
 —
 —
 —
 10,327
 86,060
 172,120
 —
 —
 86,060

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

151,000
Restricted Stock Unit(3)
3/1/2015 —
 —
 —
 —
 —
 —
 53,624
 24.97
 1,338,991

Restricted Stock (4)

3/1/2011









16,287

19.86

323,500
Performance Stock Unit(4)
9/10/2015 —
 —
 —
 —
 77,657
 155,314
 —
 17.24
 1,338,807

 


















Performance Stock Unit(5)
9/10/2015 —
 —
 —
 —
 35,003
 70,006
 —
 17.24
 603,452
A. Mark Zeffiro
ICP (1)


44,700

298,000

640,700









                  
Robert J. Zalupski
First-half STI/Cash(1)
 10,800
 90,000
 180,000
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (3)

2/24/2011









10,500

21.17

222,300
First-half STI/RSU(2)
 —
 —
 —
 2,700
 22,500
 45,000
 —
 —
 22,500

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

83,600
Second-half STI/Cash(1)
 10,800
 90,000
 180,000
 —
 —
 —
 —
 —
 —

Restricted Stock Unit (3)

2/24/2011









5,250

21.17

75,500
Second-half STI/RSU(2)
 —
 —
 —
 2,700
 22,500
 45,000
 —
 —
 —

Restricted Stock (4)

3/1/2011









5,993

19.86

119,000
Restricted Stock Unit(3)
3/1/2015 —
 —
 —
 —
 —
 —
 11,268
 24.97
 281,362
            
Performance Stock Unit(4)
9/10/2015 —
 —
 —
 —
 16,317
 32,634
 —
 17.24
 281,305
Lynn A. Brooks
ICP (1)
 34,400
 287,000
 574,000
      
Restricted Stock (4)
 3/1/2011       4,963
 19.86
 98,600
Performance Stock Unit(5)
9/10/2015 —
 —
 —
 —
 2,599
 5,198
 —
 17.24
 44,807
                              
Joshua A. Sherbin
ICP (1)
 28,650
 191,000
 410,650
      
First-half STI/Cash(1)
 11,534
 96,120
 192,240
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       5,840
 21.17
 123,600
First-half STI/RSU(2)
 —
 —
 —
 2,884
 24,030
 48,060
 —
 —
 24,030
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 46,500
Second-half STI/Cash(1)
 11,534
 96,120
 192,240
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       2,920
 21.17
 42,000
Second-half STI/RSU(2)
 —
 —
 —
 2,884
��24,030
 48,060
 —
 —
 —
Restricted Stock (4)
 3/1/2011       3,913
 19.86
 77,700
Restricted Stock Unit(3)
3/1/2015 —
 —
 —
 —
 —
 —
 12,028
 24.97
 300,339
            
Performance Stock Unit(4)
9/10/2015 —
 —
 —
 —
 17,419
 34,838
 —
 17.24
 300,304
Robert J. Zalupski
ICP (1)
 20,550
 137,000
 294,550
      
Performance Stock Unit(5)
9/10/2015 —
 —
 —
 —
 7,550
 15,100
 —
 17.24
 130,162
                  
Colin E. Hindman
First-half STI/Cash(1)
 7,157
 59,640
 119,280
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       3,500
 21.17
 74,100
First-half STI/RSU(2)
 —
 —
 —
 1,789
 14,910
 29,820
 —
 —
 14,910
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 27,900
Second-half STI/Cash(1)
 7,157
 59,640
 119,280
 —
 —
 —
 —
 —
 —
Restricted Stock Unit (3)
 2/24/2011       1,750
 21.17
 25,200
Second-half STI/RSU(2)
       1,789
 14,910
 29,820
 —
 —
 —
Restricted Stock (4)
 3/1/2011       2,813
 19.86
 55,900
Restricted Stock Unit(3)
3/1/2015 —
 —
 —
 —
 —
 —
 4,778
 24.97
 119,307
Performance Stock Unit(4)
9/10/2015 —
 —
 —
 —
 6,920
 13,840
 —
 17.24
 119,301
Performance Stock Unit(5)
9/10/2015 —
 —
 —
 —
 2,495
 4,990
 —
 17.24
 43,014
                  
A. Mark Zeffiro
First-half STI/Cash(1)
 11,392
 142,400
 284,800
 —
 —
 —
 —
 —
 —
First-half STI/RSU(2)
 —
 —
 —
 2,848
 35,600
 71,200
 —
 —
 35,600
Restricted Stock Unit(3)
3/1/2015 —
 —
 —
 —
 —
 —
 16,634
 24.97
 415,351
                  


(1) 
The amounts above in the Estimated Future Payouts underUnder Non-Equity Incentive Plan Awards column are based on awards pursuant to the ICPSTI for each NEO as of December 31, 2010. Whilewith respect to 2015. Because each NEO is required to receive 20% of theirhis award in restricted stock units, which vestsvest on the first anniversary of the payment of the cash portion, the above figures include 100%only 80% of the threshold, target, and maximum awards pursuant to the plan.STI. Upon approval of the total ICPSTI award by the Compensation Committee, 80% of the award value would be paid in cash while 20% would be awarded in restricted stock units based on the Company'sCompany’s then current stock price. The threshold payout is based on the smallest percentage payout of the smallest metric in the NEO'sNEO’s composite target bonusincentive and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric. The actual cash payout for 2015 for the cash portion of the NEOs’ STI awards is disclosed in the 2015 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column.

(2) 
In connectionThe amounts above in the Estimated Future Payouts Under Equity Incentive Plan Awards column are based on awards pursuant to the STI for each NEO with respect to 2015. Because each NEO is required to receive 20% of his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earnaward in restricted stock units inwhich vest on the event thatfirst anniversary of the Company's closing stock price for any successive 75 trading day period within 36 monthspayment of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00;the cash portion, the above figures include only 20% of the threshold, target, and $25.00. For each threshold met, Mr. Wathenmaximum awards pursuant to the STI. Upon approval of the total STI award by the Committee, 20% of the award value would earn 25,000be awarded in restricted stock units up to a maximum of 125,000 should all five thresholds be met withinbased on the 36 month period. If earned,Company’s then current stock price. The threshold payout is based on the restricted stock units would vest annually on a ratable basis over a three year period from the datesmallest percentage payout of the grant. Mr. Wathen earned 50,000 restricted stock units during 2010, 25,000smallest metric in the NEO’s composite target incentive and the target award is a specified dollar figure for each NEO. The maximum estimated possible payout for each participant is equal to maximum attainment for each metric. The grant date fair value, determined in accordance with FASB ASC, Topic 718, based on each of March 24, 2010 and October 21, 2010, respectively, as the Company's closing stock price met the requirementsprobable outcome for the $5.00 and $10.00 thresholds as of those dates. Due to the expirationequity portion of the program, Mr. Wathen is not eligible to earn any additional unitsNEOs’ STI awards are disclosed in the 2015 Summary Compensation Table under this program.the Stock Awards column.
(3) 
On February 24, 2011, Messrs. Wathen, Zeffiro, Sherbin and Zalupski were granted three types ofMarch 1, 2015, each NEO received time-based restricted stock units under the Company's 2006 Long Term Equity Incentive Plan: one based onAmended 2011 Plan which vest ratably over a $2.00 EPS target, one based on a $30 Company stock price target and one based on a $35 Company stock price target. Each of these NEO's received 50% of the restricted stock units for the $2.00 EPS target, and 25% each on the $30 and $35 Company stock price target. Upon achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50% of the restricted stock units will vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Upon the Company's stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units will vest immediately on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Vesting for each of the three restricted stock unit awards is dependent on continued employment with the Company as of each vesting date.year period.
(4) 
On March 1, 2011,September 10, 2015, each NEO received performance-based awards under the Amended 2011 Plan which vest after a restricted stock award related28-month performance period (2015-2017 Cycle) and are subject to a targeted relative total shareholder return over the 20%performance period. Attainment of their 2010 ICP award that was requiredthese awards can vary from 0% if the lowest milestone is attained to be received in restricted stock. The numbera maximum of shares was determined based on the Company's closing stock price as200% of the grant date. The shares vest one year from date of grant. The grant date fair value of these shares was included in the 2010 Stock Awards column of the Summary Compensation Table, as the value was based on 2010 Company performance.target award.

3850



(5)
On September 10, 2015, each NEO received performance-based awards under the Amended 2011 Plan which vest after a 16-month performance period (2015-2016 Cycle) and are subject to a targeted relative total shareholder return over the performance period. Attainment of these awards can vary from 0% if the lowest milestone is attained to a maximum of 200% of the target award.
(6)
Due to Committee action on Second-Half STI, maximum cash and RSU payments were effectively capped at 60% of target.
(7)
Share amounts have been adjusted via anti-dilution provisions of the Amended 2011 Plan in connection with the Spin Off.
For a detailed description of the programs underlying the awards detailed in the Grants of Plan-Based Awards in 2015 table, please refer to the “Compensation Components” section of the CD&A.
Outstanding Equity Awards at Fiscal Year End for 2015
The following table summarizes the outstanding equity awards to the NEOs as of December 31, 2011:
2015:
Option Awards Share Awards   Option Awards Share Awards
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares
or Units
of Stock that
have not
Vested (#)(2)
 
Market Value
of Shares or
Units of Stock
that have not
Vested
$(3)
 
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
that have
not
Vested
(#)(4)(5)
 
Equity
Incentive
Plan Awards:
Market Value
or Payout
of Shares,
Units
or Other
Rights
that have not
Vested
$(3)
 Grant Date 
Number of
Securities
Underlying
Unexercised
Options
Exercisable(1)
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number of
Shares
or Units
of Stock that
have not
Vested (#)(2)
 
Market Value
of Shares or
Units of Stock
that have not
Vested
$(3)
 
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights
that have
not
Vested
(#)(2)
 
Equity
Incentive
Plan Awards:
Market or Payout Value
of Shares,
Units
or Other
Rights
that have not
Vested
$(3)
David M. Wathen—

66,667

1.38

1/12/2019
74,621

1,339,400

92,000

1,651,400
 1/13/09 78,965
 —
 1.17
 1/13/2019
 —
 —
 —
 —
A. Mark Zeffiro—

30,000

1.01

3/8/2019
38,843

697,200

21,000

377,000
Lynn A. Brooks193,068
 —
 20.00
 6/5/2012 4,963
 89,100
 —
 —
24,166
 24,167
 1.01
 3/8/2019 —
 —
 —
 —
 
3/1/13 (4)
 —
 —
 —
 —
 14,416
 268,858
 43,248
 806,575
Joshua A. Sherbin44,000
 11,000
 23.00
 3/31/2015 28,553
 512,500
 11,680
 209,700
 
3/5/14 (5)
 —
 —
 —
 —
 6,437
 120,050
    
 
3/5/14 (6)
 —
 —
 —
 —
 28,608
 533,539
    
 
3/1/15 (7)
 —
 —
 —
 —
 5,194
 96,868
    
 
3/1/15 (8)
 —
 —
 —
 —
 53,624
 1,000,088
    
 
9/10/15 (9)
 —
 —
 —
 —
     35,003
 652,806
 
9/10/15 (10)
 —
 —
 —
 —
     77,657
 1,448,303
—
 29,167
 1.01
 3/8/2019 —
 —
 —
 —
                  
Robert J. Zalupski11,110
 —
 20.00
 6/5/2012 2,813
 50,500
 7,000
 125,700
 7/1/06 38,827
 —
 19.42
 7/1/2016
 —
 —
 —
 —
11,110
 —
 20.00
 1/31/2014         
3/1/13 (4)
 —
 —
 —
 —
 1,200
 22,380
 3,598
 67,103
26,224
 6,556
 23.00
 6/30/2016         
3/5/14 (5)
 —
 —
 —
 —
 478
 8,915
    
—
 10,667
 1.01
 3/8/2019         
3/5/14 (6)
 —
 —
 —
 —
 2,124
 39,613
    
 
3/1/15 (7)
 —
 —
 —
 —
 928
 17,307
    
 
3/1/15 (8)
 —
 —
 —
 —
 11,268
 210,148
    
 
9/10/15 (9)
 —
 —
 —
 —
     2,599
 48,471
 
9/10/15 (10)
 —
 —
 —
 —
     16,317
 304,312
                  
Joshua A. Sherbin 
3/1/13 (4)
 —
 —
 —
 —
 3,382
 63,074
 10,147
 189,242
 
3/5/14 (5)
 —
 —
 —
 —
 6,170
 115,071
    
 
3/5/14 (6)
 —
 —
 —
 —
 1,389
 25,905
    
 
3/1/15 (7)
 —
 —
 —
 —
 1,494
 27,863
    
 
3/1/15 (8)
 —
 —
 —
 —
 12,028
 224,322
    
 
9/10/15 (9)
 —
 —
 —
 —
     7,550
 140,808
 
9/10/15 (10)
 —
 —
 —
 —
     17,419
 324,864
                  
Colin E. Hindman 
3/1/13 (4)
 —
 —
 —
 —
 1,047
 19,527
 3,140
 58,561
 
3/5/14 (5)
 —
 —
 —
 —
 2,040
 38,046
    
 
3/5/14 (6)
 —
 —
 —
 —
 459
 8,560
    
 
3/1/15 (7)
 —
 —
 —
 —
 891
 16,617
    
 
3/1/15 (8)
 —
 —
 —
 —
 4,778
 89,110
    
 
9/10/15 (9)
 —
 —
 —
 —
     2,495
 46,532
 
9/10/15 (10)
 —
 —
 —
 —
     6,920
 129,058
                  
A. Mark Zeffiro(11)
 —
 —
 —
 —
 —
 —
 —
 —
 —
 
 
 
 
 
 

 

    


(1) 
Stock options that have been granted under the 2006 and 2002 Long Term Equity Incentive Plans vestvested over a period of three to seven years. All stock options are currently vested.

51



(2) 
All awards in this column relate to restricted stock, restricted stock units, and performance stock unit grants awarded under the 2006 Long Term Equity IncentiveAmended 2011 Plan.
(3) 
The market value is based on the stock price as of December 31, 2011($17.95)2015 ($18.65) multiplied by the number of share or unit awards.awards granted.
(4) 
In connection with his joining the Company on January 13, 2009, Mr. Wathen was given the opportunity to earnEach NEO received a restricted stock units inand a performance stock unit award as a part of the event that the Company's closingCompany’s 2013 LTI awards. Restricted stock price for any successive 75 trading day period within 36 months of his start date, exceeds five thresholds: $5.00; $10.00; $15.00; $20.00; and $25.00. For each threshold met, Mr. Wathen would earn 25,000 restricted stock units, up to a maximum of 125,000 should all five thresholds be met within the 36 month period. If earned, the restricted stock units would vestvests ratably over a three year period fromwhile the date of the grant. Mr. Wathen earned 50,000 restrictedperformance stock units during 2010, 25,000 on each of March 24, 2010cliff vest after three years and October 21, 2010, respectively,are subject to a targeted EPS and 25,000 on January 21, 2011, as the Company's closing stock price met the requirements for the $5.00, $10.00 and $15.00 thresholds as of those dates. As of December 31, 2011, Mr. Wathen had 50,000 remaining potential unearned restricted stock unit grants associated with this program, which are included in the table herein. However, they were not earned prior to expiry of the 36 month period, which ended on January 13, 2012.cumulative cash flow levels being attained.
(5) 
On February 24, 2011, Messrs. Wathen, Zeffiro, SherbinEach NEO received a restricted stock award as a part of the Company’s 2014 LTI awards. Restricted stock vests ratably over a three year period.
(6)
Each NEO received a performance stock unit award as a part of the Company’s 2014 LTI awards. The performance stock units performance was measured as of June 30, 2015 based on targeted EPS and Zalupskicumulative cash flow levels being attained at 30%, and such awards were granted three types ofconverted into time-based restricted stock units underwhich vest on March 5, 2017.
(7)
On March 1, 2015, each NEO received a restricted stock unit award related to the 20% of the 2014 STI award that was required to be received in restricted stock units. The number of units was determined based on the Company's 2006 Long Term Equity Incentive Plan: one based on a $2.00 EPS target, one based on a $30 Companyclosing stock price target and one based on a $35 Company stock price target. Eachas of these NEO's received 50% of the grant date. The restricted stock units for the $2.00 EPS target, and 25% each on the $30 and $35 Company stock price target. Upon achieving at least $2.00 of cumulative earnings per share for any consecutive four financial quarters beginning April 1, 2011 through September 30, 2013, 50%vest one year from date of the restricted stock units will vest on the business day immediately following the release of earnings for the quarter in which the EPS performance measure is met and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Upon the Company's stock price closing at or above $30 and $35 per share for 30 consecutive trading days with the last such trading day occurring on or prior to September 30, 2013, 50% of the restricted stock units will vest immediately on the close of the business day on which such trading threshold is satisfied and the remaining 50% will vest in two equal parts on the first and second anniversary of the initial vest date. Vesting forgrant.
(8)
On March 1, 2015, each of the threeNEO received a restricted stock unit awards is dependent on continued employment withaward as part of the Company as of each vesting date.Company’s 2015 LTI awards. See the "Grants“Grants of Plan-Based Awards in 2011"2015” table for details on the grants, by target.including vesting terms.
(9)
On September 10, 2015, each NEO other than Mr. Zeffiro received a performance stock unit award as part of the Company’s 2015 LTI awards (2015-2016 Cycle). See the “Grants of Plan-Based Awards in 2015” table for details on the grants, including vesting terms.
(10)
On September 10, 2015, each NEO other than Mr. Zeffiro received a performance stock unit award as part of the Company’s 2015 LTI awards (2015-2017 Cycle). See the “Grants of Plan-Based Awards in 2015” table for details on the grants, including vesting terms.
(11)
In connection with the Spin Off, Mr. Zeffiro's outstanding equity-based awards were adjusted into awards covering Horizon common stock, as further described above under "Treatment of Equity-Based Compensation in the Spin Off."

Option Exercises and Stock Vested in 2015


39


Restricted Share Vesting in 2011
The following table provides information on stock options and restricted stock awards that vested or were exercised, as applicable, in 20112015 for our NEOs.
 Option Awards Stock Awards Option Awards Stock Awards
Name 
Number of
Shares Acquired
on Exercise
(#)
 
Value Realized
on Exercise
($)(1)
 
Number of
Shares Acquired
on Vesting
(#)
 
Value Realized
on Vesting
($)(2)
 Number of Shares Acquired on Exercise
(#)		 
Value Realized
on Exercise
($)
 Number of Shares Acquired on Vesting
(#)		 
Value Realized
on Vesting
($)(1)
David M. Wathen 133,333 2,608,100 43,286 802,600 —
 —
 81,962
 1,993,503
Robert J. Zalupski —
 —
 8,724
 208,830
Joshua A. Sherbin —
 —
 22,583
 548,978
Colin E. Hindman —
 —
 5,349
 133,761
A. Mark Zeffiro 60,000 1,163,300 9,960 191,000 —
 —
 28,799
 719,913
Lynn A. Brooks 24,167 472,800 12,674 240,700
Joshua A. Sherbin 58,333 1,172,600 5,807 112,500
Robert J. Zalupski 10,667 214,800 5,807 112,500


(1) 
Calculated by multiplying the number of shares acquired times the difference between the exercise price and the market price of TriMas Common Stock at the time of exercise.
(2)
Calculated by multiplying the number of shares acquired times the closing price of TriMas' Common Stock on the vesting date (or on the last trading day prior to the vesting date if the vesting date was not a trading day).

2015 Non-Qualified Deferred Compensation Table
Retirement Benefits

        The following table summarizes the Company's Benefit Restoration Plan actuarial present value for the participating NEO in 2011.

Name Plan Name 
Number of Years of
Credited
Service
 
Present Value of
Accumulated
Benefit(1)
Lynn A. Brooks TriMas Benefit Restoration Plan 32 $215,300


(1)
The Benefits of the TriMas Benefits Restoration Pension Plan were frozen as of December 31, 2002. Any changes in the present value of the accumulated benefits represent only changes in actuarial assumptions used in calculating the present value of those benefits.


Executive Retirement Program
The following table summarizes the activity in the nonqualified retirement plans for the Company's NEOs in 2011:2015:

40


Name Year 
Executive
Contributions in
Last Fiscal Year
($)
 
Registrant
Contributions in
Last Fiscal Year
($)(1)
 
Aggregate
Earnings in Last
Fiscal Year
($)(2)
 
Aggregate
Withdrawals/
Distributions
($)
 
Aggregate
Balance at Last
Fiscal Year-End
($)
 Executive Contributions in Last Fiscal Year ($) 
Registrant
Contributions in
Last Fiscal Year
($)(1)
 
Aggregate
Earnings in Last
Fiscal Year
($)(2)
 Aggregate Withdrawals/ Distributions ($) 
Aggregate Balance at Last Fiscal Year-End ($)(3)
David M. Wathen 2011 —
 61,800
 (1,200) —
 148,900
 —
 66,599
 (3,478) —
 444,213
 2010 —
 49,800
 7,500
 —
 88,300
 2009 —
 28,500
 2,500
 —
 31,000
          
Robert J. Zalupski —
 15,881
 2,849
 —
 202,118
Joshua A. Sherbin —
 22,109
 (5,121) —
 272,093
Colin E. Hindman —
 5,226
 (168) —
 5,070
A. Mark Zeffiro 2011 —
 21,300
 (2,100) —
 63,200
 —
 14,603
 6,370
 —
 186,656
 2010 —
 15,600
 5,100
 —
 44,000
 2009 —
 14,400
 4,300
 —
 23,300
          
Lynn A. Brooks 2011 41,900
 39,200
 (3,900) —
 379,500
 2010 —
 36,500
 35,000
 —
 302,300
 2009 —
 33,000
 47,500
 —
 230,800
          
Joshua A. Sherbin 2011 —
 20,000
 (6,800) —
 115,600
 2010 —
 18,600
 15,200
 —
 102,400
 2009 —
 18,200
 17,000
 —
 68,600
          
Robert J. Zalupski 2011 —
 11,400
 200
 —
 85,000


(1) 
Represents the Company'sCompany’s contributions to the TriMas Executive Retirement Program. These contributions are included in the column titled “All Other Compensation” in the summary executive compensation table and under “Company Contributions in Retirement and 401K Plans” in the supplemental table.2015 Summary Compensation Table.

(2) 
In addition to earnings on the TriMas Executive Retirement Program, the amount for Mr. Brooks includes earnings attributable to his participationNone of these amounts are reported in the Benefit Restoration Plan. Any changes in the value2015 Summary Compensation Table.


52



(3)
A portion of the accumulated benefits represent only changesamounts reported for our NEOs in average performance of the Fidelity Freedom Funds.this column have been previously reported in Summary Compensation Tables included in this and prior years' proxy statements.

Contributions to the Executive Retirement Program are invested in accordance with each NEO'sNEO’s directive based on the investment options in the Company'sCompany’s retirement program. Investment directives can be amended by the participant at any time.

For further information regarding the Executive Retirement Program, see “Compensation Discussion and Analysis - Executive Retirement Program.”
Post-Employment Compensation
The Company maintains an Executive Severance/Change of Controlthe revised Severance Policy, orapproved by the Policy.Committee in August 2013. The Severance Policy applies to certain of the Company's executives. The Policy states that each executive shall devote hisCompany’s executives identified by the Committee, including the NEOs. Each participant is designated by the Compensation Committee as either a Tier I, Tier II, or her full business time to the performance of his or her duties and responsibilitiesTier III participant upon becoming eligible for the Company.Severance Policy. The Severance Policy requiresprovides that the Company towill make severance payments to an executive if his or her employment is terminated under certain circumstances. The Severance Policy includes an excise tax “cap” provision, which reduces the total amount of payments due under the Severance Policy so as to avoid the imposition of excise taxes and the resulting loss of tax deductions to the Company under Section 280G of the Code.
If the Company terminates the employment of the President and Chief Executive OfficerMr. Wathen (Tier I participant) for any reason other than for cause, disability, or death (cause and disability as defined in the Severance Policy), or if the President and Chief Executive Officerhe terminates his or her employment for good reason (as defined in the Severance Policy), the Company will provide the President and Chief Executive Officerhim with two years'years’ annual base salary ICP bonus(generally paid in equal installments over two years), STI payments equal to one year's bonustwo years’ payout at his or her target bonus level in effect on the date of termination (paid(generally paid in equal installments over two years), accrued but unpaid base salary and unused vacation, any ICP bonusSTI payment that has been declared for the President and Chief Executive Officerhim but not paid, his or her pro-rated ICP bonusSTI for the year of termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of anycertain time-based vesting equity awards under the 2002 Long Termand 2006 Long-Term Equity PlanPlans and a pro rata portion of time-based vesting equity awards granted on or after March 2, 2013 (and certain performance equity awards based on actual performance) under all subsequentequity plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 24 months following the termination date. The President and Chief Executive Officer'sMr. Wathen’s termination based compensation is higher than that of other executive officers in the interest of keeping with the Company policy of compensating executive officers at levels that correspond with their levels of responsibility.
If the Company terminates the employment of any other covered executiveparticipating NEO (excluding the President and Chief Executive Officer)Mr. Wathen) for any reason other than cause, disability, or death, or if the executive terminates his or her employment for good reason, the Company will provide the executive with one year'syear’s annual base salary ICP bonus(generally paid in equal installments over one year), STI payments equal to one year's bonusyear’s payout at his or her target bonus level in effect on the date of termination (paid(generally paid in equal installments over one year), any ICP bonusSTI payment that has been declared for the executive but not paid, his or her pro-rated ICP bonusSTI for the year of

41


termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of anycertain time-based vesting equity awards under the 2002 Long Termand 2006 Long-Term Equity PlanPlans and a pro rata portion of time-based vesting equity awards granted on or after March 2, 2013 (and certain performance equity awards based on actual performance) under all subsequentequity plans through the termination date, executive level outplacement services for up to 12 months, and continued medical benefits for up to 12 months following the termination date.
In the case of any covered executive'sparticipating executive’s voluntary termination or termination for cause, the Company pays the executive the accrued base salary through termination plus earned, but unused vacation compensation.compensation (and, in the case of voluntary termination, any STI payment that has been declared for the executive but not paid). All other benefits cease as of the termination date. If an executive'sexecutive’s employment is terminated due to death, the Company pays the accrued but unpaid base salary as of the date of death, and accrued but unpaid ICPSTI compensation and fully vests all of the executive'sexecutive’s outstanding equity awards.awards including performance-based equity awards at the target performance level. Other than continued participation in the Company'sCompany’s medical benefit plan for the executive'sexecutive’s dependents for up to 36 months, all other benefits cease as of the date of the executive'sexecutive’s death. If an executive is terminated due to becoming disabled, the Company pays the executive earned but unpaid base salary and ICPSTI payments and fully vests all of the executive'sexecutive’s outstanding time-based equity awards.awards and performance-based equity awards at the end of the performance period based on actual performance. All other benefits cease as of the date of such termination in accordance with the terms of such benefit plans.
In the case of a qualifying termination of any covered executive's (including the President and Chief Executive Officer)Tier I or grandfathered Tier II participating executive’s employment within threetwo years of a change of control,change-of-control (as defined below), then, in place of any other severance payment,payments or benefits, the Company will provide the executive with a payment equal to 36 months of his or her base salary rate in effect at the date of termination, an ICP bonusSTI payment equal to three years' bonusyears’ payout at his or her target bonus level in effect at the date of termination, any ICP bonusSTI payment that has been declared for the executive but not paid, his or her pro-rated ICP bonusSTI payout for the year of termination through the date of termination based on his or her target bonus level and actual full-year performance, immediate vesting upon the termination date of all unvested and outstanding time-

53



based vesting equity awards, immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target performance, executive level outplacement services for up to 12 months, and continued medical benefits for up to 36 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.
In the case of a qualifying termination of any Tier II participating executive’s employment within two years of a change-of-control (as defined below), then, in place of any other severance payments or benefits, the Company will provide the executive with a payment equal to 24 months of his or her base salary rate in effect at the date of termination, an STI payment equal to two years’ payout at his or her target level in effect at the date of termination, any STI payment that has been declared for the executive but not paid, his or her pro-rated STI payout for the year of termination through the date of termination based on his or her target level and actual full-year performance, immediate vesting upon the termination date of all unvested and outstanding time-based vesting equity awards, immediate vesting upon the termination date of all unvested and outstanding performance-based equity awards based on target performance, executive level outplacement services for up to 24 months, and continued medical benefits for up to 24 months following the termination date provided that the timing of the foregoing payments will be made in compliance with Code Section 409A.
For purposes of the policy, “ChangeSeverance Policy, “Change-of-Control” shall be deemed to have occurred upon the first of Control” is defined as follows:the following events to occur:
(1)the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the Company's properties or assets, to any “person”
(i) any Person (as that term is used in Section 13(d)(3) of the Exchange Act) other than Heartland or any of its affiliates;
(2)the adoption of a plan relating to the liquidation or dissolution of the Company (except as required to conform with Section 409A of the Code);
(3)the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than Heartland or any of its affiliates, or an otherwise defined permitted group, becomes the beneficial owner, directly or indirectly, of more than 50% of the Company's common voting stock, measured by voting power rather than number of shares; or
(4)the first day on which a majority of the members of the Board of Directors are not Continuing Directors. A “Continuing Director” means any member of the Board who (a) has been a member of the Board of Directors throughout the immediately preceding twelve (12) months, or (b) was nominated for election, or elected to the Board of Directors with the approval of the Continuing Directors who were members of the Board at the time of such nomination or election, or designated as a Director under the Company's Shareholders Agreement.
Change of Control is defined in the Severance Policy) is or becomes the Beneficial Owner (as defined in the Severance Policy), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates (as defined in the Severance Policy)) representing 35% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a manner consistentBeneficial Owner in connection with a transaction described in clause (a) of paragraph (iii) below;
(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Company’s Board: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended (the “Incumbent Board”); provided, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened election contest (an “Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;
(iii) there is consummated a merger, consolidation, wind-up, reorganization, or restructuring of the Company with or into any other entity, or a similar event or series of such events, other than (a) any such event or series of events which results in (1) the voting securities of the Company outstanding immediately prior to such event or series of events continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the definitionownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation and (2) the individuals who comprise the Board immediately prior thereto constituting immediately thereafter at least a majority of the board of directors of the Company, the entity surviving such merger or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof, or (b) any such event or series of events effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the indenture governingsecurities Beneficially Owned by such Person any securities acquired directly from the Company's 93/4% senior subordinated notes due 2017, filedCompany or its Affiliates) representing 35% or more of the combined voting power of the Company’s then outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (it being conclusively presumed that any sale or disposition is a sale or disposition by the Company of all or substantially all of its assets if the consummation of the sale or disposition is contingent upon approval by the Company’s shareholders unless the Board expressly determines in writing that such approval is required solely by reason of any relationship between the Company and any other Person or an Affiliate of the Company and any other Person), other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity (a) at least 51% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition and (b) the majority of whose board of directors immediately following such sale or disposition consists of individuals who comprise the Board immediately prior thereto.

54



Notwithstanding the foregoing, (a) a “Change-of-Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an exhibitentity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions and (b) if required to avoid accelerated taxation and/or tax penalties under Section 409A of the Report on Form 8-K filed withCode, a “Change-of-Control” shall be deemed to have occurred only if the SEC on January 15, 2010.transaction or event qualifies as a Section 409A Change-of-Control.

In addition, the Executive Severance/Change of ControlSeverance Policy states that in return for these benefits, each executive covered under the Severance Policy must refrain from competing against the Company for a period following termination that corresponds to the duration of any severance payments the executive would be entitled to receive or 24 months if no severance payments are payable.
This employment policyThe Severance Policy may be modified by the Compensation Committee at any time, provided that the prior written consent of the executive is required if the modification adversely impacts the executive. Further, the Compensation Committee may amend or terminate the Severance Policy at any time upon 12 months'months’ written notice to any adversely affected executive.


42


Potential Payments Upon Termination or Change in ControlChange-of-Control as of December 31, 20112015
The following table below estimates the potential executive benefits and payments due to the President and Chief Executive OfficerMr. Wathen and other NEOs upon certain terminations of employment or a Change in Control,Change-of-Control, assuming such events occur on December 31, 2011.2015. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.

4355



 
Termination
involuntary, not for
cause or Executive
terminates for good
reason
$
 
Termination
for cause
$
 
Termination in
connection with a
change of control
$
 
Death
$(4)
 
Disability
$(5)
 Involuntary termination by Company without cause or termination by executive for good reason
($)		 Involuntary termination by Company for cause
($)		 Qualifying termination in connection with a change of control
($)		 
Death
($) (4)
 
Termination as a result of disability
($) (5)
David M. Wathen                    
Cash payments (1)
 2,188,000
 —
 4,464,000
 788,000
 788,000
 3,251,200
 —
 4,876,800
 —
 —
Value of restricted stock (2)
 893,000
 893,000
 1,339,400
 1,339,400
 1,339,400
 2,010,041
 —
 4,927,087
 4,927,087
 4,927,087
Value of stock options (3)
 —
 —
 1,104,700
 1,104,700
 1,104,700
 —
 —
 —
 —
 —
Outplacement services 50,000
 —
 50,000
 —
 —
 50,000
 —
 50,000
 —
 —
Medical benefits 33,400
 —
 50,000
 50,000
 —
 33,400
 —
 50,000
 50,000
 —
Total 3,164,400
 893,000
 7,008,100
 3,282,100
 3,232,100
 5,344,641
 —
 9,903,887
 4,977,087
 4,927,087
                    
A. Mark Zeffiro          
Cash payments (1)
 708,000
 —
 2,124,000
 298,000
 298,000
Value of restricted stock (2)
 460,100
 460,100
 697,200
 697,200
 697,200
Value of stock options (3)
 —
 —
 508,200
 508,200
 508,200
Outplacement services 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
Total 1,214,800
 460,100
 3,409,400
 1,553,400
 1,503,400
          
Lynn A. Brooks          
Robert J. Zalupski          
Cash payments (1)
 729,500
 —
 2,188,500
 287,000
 287,000
 600,000
 —
 1,800,000
 —
 —
Value of restricted stock (2)
 80,700
 80,700
 89,100
 89,100
 89,100
 232,323
 —
 718,249
 718,249
 718,249
Value of stock options (3)
 409,400
 409,400
 818,800
 818,800
 818,800
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
 16,700
 —
 50,000
 50,000
 —
Total 1,266,300
 490,100
 3,176,400
 1,244,900
 1,194,900
 879,023
 —
 2,598,249
 768,249
 718,249
                    
Joshua A. Sherbin                    
Cash payments (1)
 572,100
 —
 1,716,300
 191,000
 191,000
 640,700
 —
 1,922,100
 —
 —
Value of restricted stock (2)
 335,600
 335,600
 512,500
 512,500
 512,500
 462,128
 —
 1,111,149
 1,111,149
 1,111,149
Value of stock options (3)
 —
 —
 494,100
 494,100
 494,100
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
 16,700
 —
 50,000
 50,000
 —
Total 954,400
 335,600
 2,802,900
 1,247,600
 1,197,600
 1,149,528
 —
 3,113,249
 1,161,149
 1,111,149
                    
Robert J. Zalupski          
Colin E. Hindman          
Cash payments (1)
 410,200
 —
 1,230,600
 137,000
 137,000
 447,300
 —
 894,600
 —
 —
Value of restricted stock (2)
 45,700
 45,700
 50,500
 50,500
 50,500
 161,267
 —
 406,011
 406,011
 406,011
Value of stock options (3)
 —
 —
 180,700
 180,700
 180,700
 —
 —
 —
 —
 —
Outplacement services 30,000
 —
 30,000
 —
 —
 30,000
 —
 30,000
 —
 —
Medical benefits 16,700
 —
 50,000
 50,000
 —
 16,700
 —
 33,400
 33,400
 —
Total 502,600
 45,700
 1,541,800
 418,200
 368,200
 655,267
 —
 1,364,011
 439,411
 406,011
          
A. Mark Zeffiro (6)
          
Cash payments (1)
 —
 —
 —
 —
 —
Value of restricted stock (2)
 —
 —
 —
 —
 —
Value of stock options (3)
 —
 —
 —
 —
 —
Outplacement services —
 —
 —
 —
 —
Medical benefits —
 —
 —
 —
 —
Total —
 —
 —
 —
 —


(1)
Comprised of multiple of base salary as of December 31, 20112015 and ICPapplicable STI payments. The 2015 STI bonus is not included as it was earned as of December 31, 2015 and is subject to company performance. Assumes that no accrued but unearned vacation pay is due.


4456




(2) 
Restricted stock includes time-based shares/units and performance-based stock units, and are either included on a pro-rata basis for the portion of the earnings period that has elapsed or on a fully-vested basis as required by the terms of the Severance Policy. In addition, the number of performance-based stock units included assumes the target metric would be achieved. Restricted stock/units are valued at the market price of the Company's common stockCommon Stock of $17.95$18.65 at December 31, 2011.2015. Messrs. Wathen, Zalupski, Sherbin, Hindman, and Zeffiro Brooks, Sherbinhad 107,777, 12,457, 24,779, 8,647 and Zalupski had 49,748, 25,633, 4,496, 18,699 and 2,5490 shares, respectively, that would have been vested upon an involuntary termination without cause or by executive for good reason as of December 31, 2011,2015, and 74,621, 38,843, 4,963, 28,553264,187, 38,512, 59,579, 21,770 and 2,8130 shares, respectively, that would have been vested upon a change of control.
change-of-control, death or disability.

(3) 
Stock options valued at the market price of the Company's common stock of $17.95 at December 31, 2011, less the respective exercise prices. Messrs. Wathen, Zeffiro, Brooks, Sherbin and Zalupski had 0, 0, 217,234, 44,000 and 59,111All stock options respectively, that were exercisableheld by the NEOs as of December 31, 2011,2015 were exercisable, so no incremental benefit would be earned should one of the above events occur. Messrs. Wathen, Zalupski, Sherbin, Hindman, and 66,667, 30,000, 241,401, 84,167Zeffiro had 78,965, 38,827, 0, 0 and 65,6670 stock options, respectively, that would be vested upon a changeas of control.
December 31, 2015.

(4) 
With respect to death, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid ICPSTI awards, terminate as of the date of the Executive'sNEO’s death. Equity awards become 100% vested upon death. Executive'sEach NEO’s dependents are eligible to receive reimbursement for the employee portion of COBRA premiums for a period not to exceed thirty-six (36) months after the Executive'sNEO’s date of death.

(5) 
With respect to disability, the Severance Policy provides that all obligations of the Company to make any further payments, except for accrued but unpaid salary and accrued but unpaid annual ICPSTI awards, terminate on the earlier of (a) six (6) months after the disability related termination or (b) the date Executivethe NEO receives benefits under the Company'sCompany’s long-term disability program. Equity awards become 100% vested upon the disability termination.

(6) 
Mr. Zeffiro resigned his position of Executive Vice President - Cequent effective June 30, 2015 and was not entitled to any additional benefits or compensation in connection with his resignation.



4557

FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



What is the purpose of the Annual Meeting?
At the Annual Meeting, holders of the Company’s Common Stock will act upon the matters outlined in the accompanying Notice of Annual Meeting, including: to elect two directors to serve until the annual meeting in 2019; to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; to re-approve the
material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan; and to transact such other business as may properly come before the meeting. In addition, management will report on the performance of the Company and will respond to appropriate questions from shareholders.

Who is entitled to vote?
The Company’s Common Stock constitutes the Voting Stock of the Company. As of March 15, 2016 (the “Record Date”), there were no outstanding shares of preferred stock of the Company. Only record holders of Common Stock at the close of business on the Record Date are entitled to receive notice of the Annual
Meeting and to vote those shares of Common Stock that they held on the Record Date. Each outstanding share of Common Stock is entitled to one vote on each matter to be voted upon at the Annual Meeting.

What constitutes a quorum?
For business to be conducted at the Annual Meeting, a quorum must be present. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum for all purposes. As of the Record
Date, 45,481,265 shares of Common Stock were issued and outstanding and entitled to vote. Broker non-votes and proxies marked with abstentions or instructions to withhold votes will be counted as present in determining whether there is a quorum.

What is the difference between holding shares as a shareholder of record and being a beneficial owner?
Shareholders of Record. If, at the close of business on the Record Date, your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the shareholder of record with respect to those shares, and these proxy materials (including a proxy card) are being sent directly to you by the Company. As a shareholder of record, you have the right to grant your voting proxy directly to the Company through the enclosed proxy card or to vote in person at the Annual Meeting.
Beneficial Owners. If, at the close of business on the Record Date, your shares were not issued directly in your name, but were held in a stock brokerage account or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares, and
these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank, or nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, trustee, bank, or nominee on how to vote the shares in your account and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you request and obtain a proxy from your broker, trustee, bank, or nominee. Your broker, trustee, bank, or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank, or nominee on how to vote your shares.

How do I vote?
Shareholders of Record. If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your proxy card). If you attend the Annual Meeting, you may deliver your completed proxy card in person or vote by ballot.
Beneficial Owners. If you complete and properly sign the
accompanying voting instruction card and return it to your broker, trustee, bank, or other nominee, it will be voted as you direct. You may also vote via telephone or Internet (as indicated on your voting instruction card). If you want to vote your shares at the Annual Meeting, you must request and obtain a proxy from such broker, trustee, bank, or other nominee confirming that you beneficially own such shares and giving you the power to vote such shares.

Can I change my vote after I return my proxy card or voting instruction card?
Shareholders of Record. You may change your vote at any time before the proxy is exercised by filing with the Corporate Secretary of the Company, at 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304, either written notice revoking the proxy or a properly signed proxy that is dated later than the proxy card. If you attend the Annual Meeting, the individuals named as proxy holders in the enclosed proxy card will
nevertheless have authority to vote your shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.
Beneficial Owners. If you hold your shares through a bank, trustee, broker, or other nominee, you should contact such person to submit new voting instructions prior to the time such voting instructions are exercised.


58

FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



How will my shares be voted?
Shareholders of Record.All shares represented by the proxies mailed to shareholders will be voted at the Annual Meeting in accordance with instructions given by the shareholders. Where no instructions are given, the shares will be voted: (1) for the election of the Board of Directors’ nominees for two directors; (2) for the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2016; and (3) for the re-approval of the material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan.
Beneficial Owners. The brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed, and if no instructions from the beneficial owner are received on
a matter deemed to be non-routine, they may not vote the shares on that matter. Under applicable law, a broker, bank, or nominee has the discretion to vote on routine matters, such as the ratification of the appointment of the Company’s independent registered public accounting firm, but does not have discretion to vote for or against the election of directors. Common Stock subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to that proposal. In order to avoid a broker non-vote of your shares on this proposal, you must send voting instructions to your bank, broker, or nominee.

What are the Board’s recommendations?
The Board recommends a vote:
Proposal 1—FOR the election of the nominated slate of directors.
Proposal 2—FOR the ratification of the appointment of Deloitte as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2016.
Proposal 3—FOR the re-approval of the material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan.

What vote is required to approve each item?
Proposal 1 - Election of Directors.
The two nominees who receive the most votes cast at the Annual Meeting will be elected as directors. Accordingly, abstentions and broker non-votes will have no effect in determining the outcome of the vote on the election of directors. A properly signed proxy with instructions to withhold authority with respect to the election of one or more directors will not be voted for the director(s) so indicated.
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The affirmative vote of a majority of the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter will be necessary to ratify the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, provided that a quorum is present.
Abstentions will have the same effect as a vote against the matter. Although shareholder ratification of the appointment is not required by law and is not binding on the Company, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.
Proposal 3 - Re-approval of the Material Terms for Qualified Performance-Based Compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan.
The affirmative vote of a majority of the shares of Common Stock present or represented by Proxy at the Annual Meeting and entitled to vote on the matter will be necessary to re-approve the material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Plan, provided that a quorum is present. Abstentions will have the same effect as a vote against the matter.

What will happen if other matters are raised at the meeting?
If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will require the affirmative vote of a majority of the shares of Common Stock outstanding on the
Record Date that is present or represented at the Annual Meeting. The Board does not propose to conduct any business at the Annual Meeting other than as stated above.

How do I find out the voting results?
Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published by the Company in a Current Report on Form 8-K.

59

FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING



How may I obtain an additional copy of the proxy materials?
If you share an address with another shareholder, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please request the additional copy by contacting TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan
48304, Telephone 248-631-5506, or by email to generalcounsel@trimascorp.com. Additionally, if you have been receiving multiple sets of proxy materials and wish to receive only one set of proxy materials, please contact the Company’s Investor Relations department in the manner provided above.

What does it mean if I receive more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees, and/or the Company’s transfer agent. Please sign and deliver each proxy card and voting instruction
card that you receive to ensure that all of your shares will be voted. We recommend that you contact your nominee and/or the Company’s transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

Who pays for the solicitation of proxies?
The accompanying proxy is being solicited by the Company’s Board. The Company will bear the cost of soliciting the proxies. Officers and other management employees of the Company will
receive no additional compensation for the solicitation of proxies and may use mail, e-mail, personal interview, and/or telephone.

How can I access the Company’s proxy materials and annual report on Form 10-K?
The Financial Information subsection under “Investors” on the Company’s website, www.trimascorp.com, provides access, free of charge, to SEC reports as soon as reasonably practicable after the Company electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports. The Company has posted printable and searchable 2016 proxy materials to the Company’s website at http://ir.trimascorp.com. A copy of the Company’s Annual Report on
Form 10-K for the year ended December 31, 2015, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Company’s executive offices at TriMas Corporation, Attention: Investor Relations, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by email to generalcounsel@trimascorp.com.
The references to the website address of the Company and SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.

Is a registered list of shareholders available?
The names of shareholders of record entitled to vote at the Annual Meeting will be available to shareholders entitled to vote at the
meeting on Wednesday, May 12, 2016 at the Company’s headquarters.

How and when may I submit a shareholder proposal or director nomination for the 2017 Annual Meeting of Shareholders (“2017 Annual Meeting”)?
For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the 2017 Annual Meeting, the Corporate Secretary must receive the written proposal at the Company’s principal executive offices no later than December 7, 2016. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Proposals should be addressed to TriMas Corporation, Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary, 39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan 48304 or by fax to (248) 631-5413.

For a shareholder proposal or director nomination that is intended to be considered at the 2017 Annual Meeting, but not included in the Company’s proxy statement, the shareholder must give timely notice to the Corporate Secretary not earlier than January 12, 2017
and not later than the close of business on February 11, 2017. Any shareholder proposal must set forth (a) a brief description of the business desired to be brought before the 2017 Annual Meeting and the reasons for conducting such business, (b) the name and address, as they appear on the Company’s books, of the shareholder proposing such business, (c) the number of shares of Common Stock that are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) any additional information that is required to be provided by the shareholder pursuant to Regulation 14A under the Exchange Act, as amended:
•Not earlier than 120 days and not later than 90 days prior to the 2017 Annual Meeting; and
•Ten days after public announcement of the 2017 Annual Meeting date.





60



TRIMAS CORPORATION
ATTN: JOSHUA SHERBIN
39400 WOODWARD AVENUE, SUITE 130
BLOOMFIELD HILLS, MI 48304

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

Electronic Delivery of FutureELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE FOLLOWING:
  For Withhold For All
  All All Except
1.   Election of Directors
 o o o
Nominees      
       
01 Daniel P. TredwellNancy S. Gougarty      
02  Samuel Valenti IIIDavid M. Wathen      
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.


To vote against all nominees, mark “Withhold All” above. To vote against an individual nominee, mark “For All Except” and write the nominee’s number on the line above.

  For Against Abstain
2.Ratification of the appointment of KPMGDeloitte & Touche LLP as the Company'sCompany’s independent registered public accounting firm for 2012.the fiscal year ending December 31, 2016 o o o

ForAgainstAbstain
3.Re-approval of the material terms for qualified performance-based compensation under the TriMas Corporation 2011 Omnibus Incentive Compensation Planooo

NOTE: This proxy/voting instruction, when properly executed, will be voted in accordance with the directions indicated, and if no directions are given, will be voted FOR proposalproposals 1, 2 and proposal 2.3. The proxies will vote in their discretion upon any and all other matters which may properly come before the meeting or any adjournment thereof.




  Yes No
Please indicate if you plan to attend this meeting o o
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.


46


     
Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date

ADMISSION TICKET

Please retain and present this top portion of the proxy card as your admission ticket together with a valid picture identification to gain admittance to the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 201212, 2016 AT 8:00 A.M. EASTERN TIME

The Proxy Statement and 20112015 Annual Report of TriMas Corporation are also available at: http://www.trimascorp.com/2012proxyir.trimascorp.com

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and 20112015 Annual Report are available at www.proxyvote.com.

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 201212, 2016
AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRIMAS CORPORATION

Properly executed proxies received by the day before the cut-off date or the meeting date will be voted as marked and, if not marked, will be voted FOR proposalsall of the nominees for director under proposal 1, FOR proposal 2 and 2.FOR proposal 3.
 
By casting your voting instructions on the reverse side of this proxy form, you hereby (a) acknowledge receipt of the proxy statement related to the above-referenced meeting, (b) appoint the individuals named in such proxy statement, and each of them, as proxies, with full power of substitution, to vote all shares of TriMas Corporation’s common stock that you would be entitled to cast if personally present at such meeting and at any postponement or adjournment thereof, and (c) revoke any proxies previously given.

This proxy will be voted as specified by you. If no choice is specified, the proxy will be voted according to the Board of Director Recommendations indicated on the reverse side of this proxy, and according to the discretion of the proxy holders for any other matters that may properly come before the meeting or any postponement or adjournment thereof.

Please date, sign and mail the proxy promptly in the self-addressed return envelope which requires no postage if mailed in the United States. When signing as an attorney, executor, administrator, trustee or guardian, please give your full title as such. If shares are held jointly, both owners should sign. Alternatively, you may vote by phone or the Internet, as described in the instructions on the reverse side of the proxy.

Continued and to be signed on reverse side



47


APPENDIX A


TRIMAS CORPORATION
2011 OMNIBUS INCENTIVE COMPENSATION PLAN



TRIMAS CORPORATION
2011 OMNIBUS INCENTIVE COMPENSATION PLAN


1.
PURPOSE1
2.
DEFINITIONS1
3.
ADMINISTRATION OF THE PLAN6
3.1.
Committee6
3.2.
Terms of Awards7
3.3.
Deferral Arrangement8
3.4.
No Liability8
3.5.
Book Entry8
4.
SHARES OF STOCK SUBJECT TO THE PLAN8
5.
EFFECTIVE DATE, DURATION AND AMENDMENTS9
5.1.
Effective Date9
5.2.
Term9
5.3.
Amendment and Termination of the Plan9
6.
AWARD ELIGIBILITY AND LIMITATIONS9
6.1.
Service Providers and Other Persons9
6.2.Successive Awards and Substitute Awards    10
6.3.
Limitation on Stock Subject to Awards10
7.
AWARD AGREEMENT10
8.
TERMS AND CONDITIONS OF OPTIONS11
8.1.
Option Price11
8.2.
Vesting11
8.3.
Term11
8.4.
Termination of Service11
8.5.
Change in Control12
8.6.
Limitations on Exercise of Option12
8.7.
Method of Exercise12
8.8.
Rights of Holders of Options12
8.9.
Delivery of Stock Certificates12
8.10.
Transferability of Options12
8.11.
Family Transfers12
8.12.
Limitations on Incentive Stock Options13
9.
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS13
9.1.
Right to Payment and Grant Price13
9.2.
Other Terms13
10.
TERMS AND CONDITIONS OF RESTRICTED STOCK13
10.1.
Grant of Restricted Stock or Restricted Stock Units13
10.2.
Restrictions14
10.3.
Restricted Stock Certificates14
10.4.
Rights of Holders of Restricted Stock14
10.5.
Rights of Holders of Restricted Stock Units14
10.5.1.
Dividend Rights14
10.5.2.
Creditor’s Rights15



10.6.
Termination of Service15
10.7.
Delivery of Stock Certificates15
11.
TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS15
12.
FORM OF PAYMENT FOR OPTIONS16
12.1.
General Rule16
12.2.
Surrender of Stock16
12.3.
Cashless Exercise16
12.4.
Other Forms of Payment16
13.
TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS16
13.1.
Dividend Equivalent Rights16
13.2.
Termination of Service17
14.
TERMS AND CONDITIONS OF PERFORMANCE AWARDS17
14.1.
Performance Conditions17
14.2.
Performance Awards Granted to Designated Covered Employees17
14.2.1.
Performance Goals Generally17
14.2.2.
Business Criteria17
14.2.3.
Timing For Establishing Performance Goals18
14.2.4.
Settlement of Performance Awards; Other Terms18
14.3.
Written Determinations18
14.4.
Status of Section 14.2 Awards Under Code Section 162(m)18
15.
PARACHUTE LIMITATIONS19
16.
REQUIREMENTS OF LAW19
16.1.
General19
16.2.
Rule 16b-320
16.3.
Lock-Up Agreement20
17.
EFFECT OF CHANGES IN CAPITALIZATION20
17.1.
Changes in Stock20
17.2.
Reorganization in which the Corporation is the Surviving Entity21
17.3.
Corporate Transaction21
17.4.
Adjustments22
17.5.
No Limitations on Corporation23
18.
GENERAL PROVISIONS23
18.1.
Disclaimer of Rights23
18.2.
Nonexclusivity of the Plan23
18.3.
Withholding Taxes23
18.4.
Captions24
18.5.
Other Provisions24
18.6.
Number and Gender24
18.7.
Severability24
18.8.
Governing Law24
18.9.
Section 409A of the Code24
18.10.
Specified Employee25





TRIMAS CORPORATION

2011 OMNIBUS INCENTIVE COMPENSATION PLAN

TriMas Corporation, a Delaware corporation (the “Corporation”), sets forth herein the terms of its 2011 Omnibus Incentive Compensation Plan (the “Plan”), as follows:

1.PURPOSE. The Plan is intended to enhance the ability of the Corporation and its Subsidiaries and Affiliates to attract and retain highly qualified Directors, officers, key employees and other persons and to motivate such persons to serve the Corporation and its Subsidiaries and to improve the business results and earnings of the Corporation, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Corporation. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, cash based awards, unrestricted stock and dividend equivalent rights. Any of these awards may, but need not, be made as performance incentives to reward attainment of performance goals in accordance with the terms hereof. Stock options granted under the Plan may be incentive stock options or non-qualified options, as provided herein.

2.DEFINITIONS. For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1“Affiliate” means a person or entity which controls, is controlled by, or is under common control with the individual or entity in question.

2.2“Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Unrestricted Stock, Cash Based Award or Dividend Equivalent Right under the Plan.

2.3“Award Agreement” means the written document issued by the Corporation or the written agreement between the Corporation and a Participant, which in either case evidences and sets out the terms and conditions of an Award.

2.4“Benefit Arrangement” shall have the meaning set forth in Section 15 hereof.

2.5“Board” means the Board of Directors of the Corporation.

2.6“Cash Based Award” means a Performance Award that may be settled only in cash.

2.7“Cause” means, unless otherwise provided in an applicable written agreement with the Corporation or a Subsidiary or Affiliate of any the Corporation, (i) a Participant’s conviction of or plea of guilty or nolo contendere to a crime constituting a felony under the laws of the United States or any State thereof or any other jurisdiction in which the Corporation or its Subsidiaries conduct business; (ii) a Participant’s willful misconduct in the performance of his or her duties to the Corporation or its Subsidiaries and failure to cure such breach within thirty (30) days following written notice thereof from the Corporation; (iii) a Participant’s willful failure or refusal to follow directions from the Board (or direct reporting executive) and failure to cure such breach within thirty (30) days following written notice thereof from the Board; or (iv) a Participant’s breach of fiduciary duty to the Corporation or its Subsidiaries for personal profit. Any failure by the Corporation or a Subsidiary to notify a Participant after the first occurrence of an event constituting Cause shall not preclude any subsequent occurrences of such event (or a similar event) from constituting Cause.




2.8“Change in Control” means a change in the ownership or effective control of the Corporation, or a change in the ownership of a substantial portion of the assets of the Corporation, as described in Treas. Reg. Section 1.409A-3(i)(5); provided, however, that for purposes of determining whether a change of effective control of the Corporation takes place, the threshold shall be the possession of more than 50% of the total voting power of the stock of the Corporation, and for purposes of determining whether a change in the ownership of a substantial portion of the assets of the Corporation has occurred, the threshold shall be the acquisition of all or substantially all of the assets of the Corporation.

2.9“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.10“Committee” means the Compensation Committee of the Board, or, if the Board so elects, a different committee of, and designated from time to time by resolution of, the Board, which shall be constituted as provided in Section 3.1.

2.11“Corporate Transaction” means (i) the dissolution or liquidation of the Corporation or a merger, consolidation, or reorganization of the Corporation with one or more other entities in which the Corporation is not the surviving entity, (ii) a sale of substantially all of the assets of the Corporation to another person or entity which does not constitute a “related person” to the Corporation, as such term is defined in the Treasury Regulations issued in connection with Section 409A of the Code, or (iii) any transaction (including without limitation a merger or reorganization in which the Corporation is the surviving entity) which results in any person or entity (other than persons who are stockholders or Affiliates immediately prior to the transaction) owning more than 50% of the combined voting power of all classes of stock of the Corporation.

2.12“Corporation” means TriMas Corporation, a Delaware corporation.

2.13“Covered Employee” means a Participant who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.

2.14“Disability” means a Participant’s physical or mental condition resulting from any medically determinable physical or mental impairment that renders such Participant incapable of engaging in any substantial gainful employment and that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 365 days. Notwithstanding the foregoing, a Participant shall not be deemed to be Disabled as a result of any condition that:

(a)was contracted, suffered, or incurred while such Participant was engaged in, or resulted from such Participant having engaged in, a felonious activity;

(b)resulted from an intentionally self-inflicted injury or an addiction to drugs, alcohol, or substances which are not administered under the direction of a licensed physician as part of a medical treatment plan; or

(c)resulted from service in the Armed Forces of the United States for which such Participant received or is receiving a disability benefit or pension from the United States, or from service in the armed forces of any other country irrespective of any disability benefit or pension.

The Disability of a Participant and the date on which a Participant ceases to be employed by reason of Disability shall be determined by the Corporation, in accordance with uniform principles consistently applied, on the basis of such evidence as the Committee and the Corporation deem necessary and desirable, and its good faith determination shall be conclusive for all purposes of the Plan. The Committee



or the Corporation shall have the right to require a Participant to submit to an examination by a physician or physicians and to submit to such reexaminations as the Committee or the Corporation shall require in order to make a determination concerning the Participant’s physical or mental condition; provided, however, that a Participant may not be required to undergo a medical examination more often than once each 180 days. If any Participant engages in any occupation or employment (except for rehabilitation as determined by the Committee) for remuneration or profit, which activity would be inconsistent with the finding of Disability, or if the Committee, on the recommendation of the Corporation, determines on the basis of a medical examination that a Participant no longer has a Disability, or if a Participant refuses to submit to any medical examination properly requested by the Committee or the Corporation, then in any such event, the Participant shall be deemed to have recovered from such Disability. The Committee in its discretion may revise this definition of “Disability” for any grant, except to the extent that the Disability is a payment event under a 409A Award, in which event the definition of “Disability” in Treas. Reg. Section 1.409A-3(i)(4) shall apply and cannot be changed after the 409A Award is granted.

2.15“Dividend Equivalent Right” means a right, granted to a Participant under Section 13 hereof, to receive cash, Stock, other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments.

2.16“Effective Date” means the date that the Plan is approved by the stockholders of the Corporation, provided that such date is not more than one year after the approval of the Plan by the Board.

2.17“Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.18“Fair Market Value” means the value of a share of Stock, determined as follows: if on the Grant Date or other determination date the Stock is listed on an established national or regional share exchange, is admitted to quotation on the Nasdaq Stock Market (“Nasdaq”) or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on such exchange or in such market (if there is more than one such exchange or market the Committee shall determine the appropriate exchange or market) on the Grant Date or such other determination date (or if there is no such reported closing price, the Fair Market Value shall be the mean between the highest bid and lowest asked prices or between the high and low sale prices on such trading day) or, if no sale of Stock is reported for such trading day, on the next preceding day on which any sale shall have been reported. If the Stock is not listed on such an exchange, quoted on such system or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Committee in good faith; provided that such valuation with respect to any Award that the Corporation intends to be a stock right not providing for the deferral of compensation under Treas. Reg. Section 1.409A-1(b)(5)(i) (Non-Qualified Options or Stock Appreciation Right) shall be determined by the reasonable application of a reasonable valuation method, as described in Treas. Reg. Section 1.409A-1(b)(5)(iv)(B).

2.19“Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the Participant) control the management of assets, and any other entity in which one or more of these persons (or the Participant) own more than fifty percent of the voting interests.

2.20“409A Award” means any Award that is treated as a deferral of compensation subject to the requirements of Code Section 409A.




2.21“Grant Date” means the date on which the Committee approves an Award or such later date as may be specified by the Committee.

2.22“Incentive Stock Option” means an “incentive stock option” within the meaning of Section 422 of the Code, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.23“Non-Qualified Option” means an Option that is not an Incentive Stock Option.

2.24“Option” means an option to purchase Stock pursuant to the Plan.

2.25“Option Price” means the exercise price for each share of Stock subject to an Option.

2.26“Other Agreement” shall have the meaning set forth in Section 15 hereof.

2.27“Outside Director” means a member of the Board who is not an officer or employee of the Corporation or of any Affiliate of the Corporation.

2.28“Participant” means a person who receives or holds an Award under the Plan.

2.29“Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 14) over a performance period of up to 10 years.

2.30“Plan” means this TriMas Corporation 2011 Omnibus Incentive Compensation Plan.

2.31“Restricted Stock” means Stock awarded to a Participant pursuant to Section 10 hereof.

2.32“Restricted Stock Unit” means a bookkeeping entry representing the equivalent of a share of Stock awarded to a Participant pursuant to Section 10 hereof.

2.33“Retirement” means termination of Service with the consent of the Committee on or after age 55, or any other definition established by the Compensation Committee, in its discretion, either in any Award or in writing after the grant of any Award, provided that the definition of Retirement with respect to the timing of payment (and not merely vesting) of any 409A Award cannot be changed after the Award is granted.

2.34“SAR Exercise Price” means the per share exercise price of an SAR granted to a Participant under Section 9 hereof.

2.35“Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.36“Service” means service as a Service Provider to the Corporation or a Subsidiary or Affiliate of the Corporation. Unless otherwise stated in the applicable Award Agreement, a Participant’s change in position or duties shall not result in interrupted or terminated Service, so long as such Participant continues to be a Service Provider to the Corporation or a Subsidiary or Affiliate of the Corporation. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive. With respect to the timing of payment (and not merely vesting) of any 409A Award, whether a termination of Service shall



have occurred shall be determined in accordance with the definition of “Separation from Service” under Treas. Reg. Section 1.409A-1(h).

2.37“Service Provider” means an employee, officer or Director of the Corporation or a Subsidiary or Affiliate of the Corporation, or a consultant or adviser providing services to the Corporation or a Subsidiary or Affiliate of the Corporation.

2.38“Stock” means the common stock, $0.01 par value per share, of the Corporation.

2.39“Stock Appreciation Right” or “SAR” means a right granted to a Participant under Section 9 hereof.

2.40“Subsidiary” means any “subsidiary corporation” of the Corporation within the meaning of Section 424(f) of the Code.

2.41“Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Corporation or a Subsidiary or Affiliate of the Corporation or with which the Corporation or a Subsidiary or Affiliate of the Corporation combines.

2.42“Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding shares of the stock of the Corporation or any of its Subsidiaries. In determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

2.43“Termination Date” means the date upon which an Option shall terminate or expire, as set forth in Section 8.3 hereof.

2.44“Unrestricted Stock Award” means an Award pursuant to Section 11 hereof.

3.ADMINISTRATION OF THE PLAN

3.1.Committee. The Plan shall be administered by or pursuant to the direction of the Committee. The Committee shall have such powers and authorities related to the administration of the Plan as are consistent with the governing documents of the Corporation and applicable law. The Committee shall have full power and authority, in its sole discretion, to take all actions and to make all determinations required or provided for under the Plan, any Award or any Award Agreement and shall have full power and authority, in its sole discretion, to take all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of the Plan that the Committee deems to be necessary or appropriate to the administration of the Plan, any Award or any Award Agreement. All such actions and determinations shall be by the affirmative vote of a majority of the members of the Committee present at a meeting or by unanimous consent of the Committee executed in writing in accordance with the Corporation’s governing documents and applicable law; provided, that subject to the governing documents of the Corporation and applicable law, the Committee may delegate all or any portion of its authority under the Plan to a subcommittee of Directors and/or officers of the Corporation for the purposes of determining or administering Awards granted to persons who are not then subject to the reporting requirements of Section 16 of the Exchange Act and who are also not Covered Employees. The interpretation and construction by the Committee of any provision of the Plan, any Award or any Award Agreement shall be final, binding and conclusive. The Committee shall consist of not less than two (2) members of the Board, which members shall be “Non-Employee Directors” as defined in Rule 16b-3 under the Exchange Act (or such greater number of members which may be required by said Rule 16b-3), which members shall be “outside directors” within the meaning



of Treas. Reg. Section 1.162-27(e)(3), and which members shall qualify as “independent” under any applicable stock exchange rules.

3.2.Terms of Awards. Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:

(i)designate Participants,

(ii)determine the type or types of Awards to be made to a Participant,

(iii)determine the number of shares of Stock to be subject to an Award,

(iv)establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Stock subject thereto, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options) or to ensure exemption from or compliance with Code Section 409A,

(v)prescribe the form of each Award Agreement evidencing an Award, and

(vi)amend, modify, or supplement the terms of any outstanding Award. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Participant, impair the Participant’s rights under such Award, subject to the requirements of Code Section 409A any Award that was excluded from Code Section 409A coverage upon grant, or cause any 409A Award that complies with Code Section 409A upon grant to cease to so qualify.

To assure the viability of Awards granted to Participants in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Further, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Plan as it may consider necessary or appropriate for such purposes without thereby affecting the terms of the Plan as in effect for any other purpose; provided, that no such supplements, amendments, restatements or alternative versions shall increase the share limitations contained in the Plan.

The Corporation may retain the right in an Award Agreement to cause a forfeiture of the gain realized by a Participant on account of actions taken by the Participant in violation or breach of or in conflict with any employment agreement, non-competition agreement, any agreement prohibiting solicitation of employees, customers or others of the Corporation or a Subsidiary or Affiliate of the Corporation or any confidentiality obligation with respect to the Corporation or a Subsidiary or Affiliate of the Corporation or otherwise in competition with the Corporation or a Subsidiary or Affiliate of the Corporation, to the extent specified in such Award Agreement applicable to the Participant. Furthermore, unless the Committee provides otherwise in the applicable Award Agreement, the Corporation may annul an Award if the Participant is an employee of the Corporation or a Subsidiary or Affiliate of the Corporation and is terminated for Cause as defined in the applicable Award Agreement or the Plan, as applicable.

Notwithstanding the foregoing, no amendment or modification may be made to an outstanding Option or SAR which reduces the Option Price or SAR Exercise Price, either by lowering the Option Price or SAR Exercise Price or by canceling the outstanding Option or SAR and granting a replacement or substitute Option or SAR with a lower exercise price without the approval of Corporation’s stockholders, provided, that, appropriate adjustments may be made to outstanding Options and SARs pursuant to Section 17.




3.3.Deferral Arrangement. The Committee may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to compliance with Section 409A, where applicable, and such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, including converting such credits into deferred Stock equivalents and restricting deferrals to comply with hardship distribution rules affecting 401(k) plans. Notwithstanding the foregoing, no deferral shall be allowed if the deferral opportunity would violate Code Section 409A.

3.4.No Liability. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.5.Book Entry. Notwithstanding any other provision of this Plan to the contrary, the Corporation or a Subsidiary or Affiliate of the Corporation may elect to satisfy any requirement under this Plan for the delivery of Stock certificates through the use of book-entry.

4.SHARES OF STOCK SUBJECT TO THE PLAN

Subject to adjustment as provided in Section 17 hereof, the aggregate number of shares of Stock available for issuance under the Plan shall be Eight Hundred Fifty Thousand (850,000); provided, however, that for every share of Stock subject to Awards of Restricted Stock, Restricted Stock Units, Dividend Equivalent Rights (except for Dividend Equivalent Rights settled only in cash and relating to Awards otherwise counted pursuant to this proviso) and Unrestricted Stock under this Plan, the shares of Stock available for grant hereunder shall be reduced by 1.75 shares of Stock (including the one share of Stock subject to issuance). Shares of Stock issued or to be issued under the Plan shall be authorized but unissued Stock or issued Stock that has been reacquired by the Corporation or a Subsidiary or Affiliate of the Corporation. If any Stock covered by an Award is not purchased or is forfeited, or if an Award otherwise terminates without delivery of Stock subject thereto, then the number of shares of Stock related to such Award and subject to such forfeiture or termination shall not be counted against the limit set forth above (or included for purposes of the calculation in the proviso, above), but shall again be available for making Awards under the Plan. There shall not be added back to the number of shares of Stock available for issuance under the Plan: (x) shares of Stock that are subject to an Option or a share-settled Stock Appreciation Right and are not issued upon the net settlement or net exercise of such Option or Stock Appreciation Right; (y) shares of Stock delivered to or withheld by the Corporation or a Subsidiary or Affiliate of the Corporation to pay the exercise price or the withholding taxes under Options or Stock Appreciation Rights; or (z) shares of Stock repurchased on the open market with the proceeds of an Option exercise.

The Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies. The number of shares of Stock reserved pursuant to Section 4 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of shares of Stock subject to Awards before and after the substitution.

5.EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1.Effective Date. The Plan shall be effective as of the Effective Date.

5.2.Term. The Plan shall terminate automatically ten (10) years after the Effective Date and may be terminated on any earlier date as provided in Section 5.3. Except as provided in Section 5.3, the termination of the Plan shall not affect any Award outstanding on the date of such termination.




5.3.Amendment and Termination of the Plan. The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Stock as to which Awards have not been made. An amendment shall be contingent on approval of the Corporation’s stockholders to the extent stated by the Board, required by applicable law or required by applicable stock exchange listing requirements. In addition, an amendment will be contingent on approval of the Corporation’s stockholders if the amendment would: (i) materially increase the benefits accruing to Participants under the Plan, (ii) increase the number of shares of Stock that may be issued under the Plan in the aggregate or to any Participant, (iii) modify the requirements as to eligibility for participation in the Plan, or (iv) except as permitted pursuant to the provisions of Section 17, reduce the Option Price of any previously granted Option or the grant price of any previously granted SAR, cancel any previously granted Options or SARs and grant substitute Options or SARs with a lower Option Price than the canceled Options or a lower grant price than the canceled SARs, or exchange any Options or SARs for cash, other awards, or Options or SARs with an Option Price or grant price that is less than the exercise price of the original Options or SARs. No Awards shall be made after termination of the Plan. No amendment, suspension or termination of the Plan shall (i) without the consent of the Participant, impair rights or obligations under any Award theretofore awarded under the Plan, except as set forth in any Award Agreement or to bring the Plan and/or an Award into compliance with the requirements of Code Section 409A or to qualify for an exception under Code Section 409A, nor (ii) accelerate any payment under any 409A Award except as otherwise permitted under Treas. Reg. Section 1.409A-3(j).

6.AWARD ELIGIBILITY AND LIMITATIONS

6.1.Service Providers and Other Persons. Subject to this Section 6, Awards may be made under the Plan to: (i) any Service Provider to the Corporation or a Subsidiary or Affiliate of the Corporation, including any Service Provider who is an officer or Director of the Corporation or a Subsidiary or Affiliate of the Corporation, as the Committee shall determine and designate from time to time or (ii) any Outside Director; provided, however, that (i) Incentive Stock Options may be granted only to key employees of the Corporation or Subsidiaries of the Corporation, and (ii) Non-Qualified Options and Stock Appreciation Rights intended to not provide for the deferral of compensation under Treas. Reg. Section 1.409A-1(b)(5)(i) may only be granted to a Service Provider in respect of whom the Stock to which such grant relates is “service recipient stock” under Treas. Reg. Section 1.409A-1(b)(5)(iii).

6.2.Successive Awards and Substitute Awards. An eligible person may receive more than one Award, subject to such restrictions as are provided herein. Notwithstanding Sections 8.1 and 9.1, the Option Price of an Option or the grant price of an SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a share of Stock on the original Grant Date provided that the Option Price or grant price is determined in accordance with the principles of Code Sections 424, 422, 409A and 162(m) and the regulations thereunder.

6.3.Limitation on Stock Subject to Awards. During any time when the Corporation has a class of equity security registered under Section 12 of the Exchange Act:

(i)the maximum number of shares of Stock subject to Options or SARs that can be awarded under the Plan to any person eligible for an Award under Section 6 hereof is three hundred fifty thousand (350,000) per calendar year; and

(ii)the maximum number of shares of Stock that can be awarded under the Plan, other than pursuant to an Option or SARs, to any person eligible for an Award under Section 6 hereof is two hundred thousand (200,000) per calendar year.

The preceding limitations in this Section 6.3 are subject to adjustment as provided in Section 17



hereof. For purposes of the preceding limitations in this Section 6.3, all shares with respect to which an Award is granted shall be counted, regardless of whether the Participant did not realize the benefit of the Award as a result of forfeiture, cancellation, expiration, termination or other event. If an Option or SAR is modified after grant to reduce its exercise price or grant value, the modified Option or SAR shall be treated as a newly granted Option or SAR for purposes of the preceding limitations in this Section 6.3, with the shares covered by both the original and the modified grant counting against the number of shares available under the limitations in this Section 6.3.

7.AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Options.

8.TERMS AND CONDITIONS OF OPTIONS

8.1.Option Price. The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. The Option Price of each Option shall be at least the Fair Market Value on the Grant Date of a share or Stock; provided, however, that in the event that a Participant is a Ten Percent Stockholder, the Option Price of an Option granted to such Participant that is intended to be an Incentive Stock Option shall be not less than 110 percent of the Fair Market Value of a share of Stock on the Grant Date.

8.2.Vesting. Subject to Sections 8.3, 8.4, 8.5 and 17.3 hereof, each Option granted under the Plan shall become exercisable at such times and under such conditions (including based on achievement of performance goals and/or future service requirements) as shall be determined by the Committee and stated in the Award Agreement. For purposes of this Section 8.2, fractional numbers of shares of Stock subject to an Option shall be rounded to the next nearest whole number.

8.3.Term. Each Option granted under the Plan shall terminate, and all rights to purchase Stock thereunder shall cease, upon the expiration of ten years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option (the “Termination Date”); provided, however, that in the event that the Participant is a Ten Percent Stockholder, an Option granted to such Participant that is intended to be an Incentive Stock Option shall not be exercisable after the expiration of five years from its Grant Date.
8.4.Termination of Service. Unless the Committee otherwise provides in an Award Agreement or in a written agreement with the Participant after the Award Agreement is issued, upon the termination of a Participant’s Service, any Option held by such Participant that has not vested shall immediately be deemed forfeited and any otherwise vested Option or unexercised portion thereof shall terminate three (3) months after the date of such termination of Service, but in no event later than the date of expiration of the Option. If a Participant’s Service is terminated for Cause, the Option or unexercised portion thereof shall terminate as of the date of such termination. Unless the Committee otherwise provides in an Award Agreement or in a written agreement with the Participant after the Award Agreement is issued, if a Participant’s Service is terminated (i) due to Disability, the Option shall continue in accordance with its terms and shall expire upon its normal date of expiration (except that an Incentive Stock Option shall cease



to be an Incentive Stock Option upon the expiration of twelve (12) months from the date of the Participant’s termination due to Disability and thereafter shall be a Non-Qualified Option) or (ii) due to death, any Option of the deceased Participant shall continue in accordance with its terms, may be exercised, to the extent of the number of shares of Stock with respect to which he/she could have exercised the Option on the date of his/her death, by his/her estate, personal representative or beneficiary who acquires the Option by will or by the laws of descent and distribution, and shall expire on its normal date of expiration unless previously exercised (except that an Incentive Stock Option shall cease to be an Incentive Stock Option upon the expiration of twelve (12) months from the date of the Participant’s death and thereafter shall be a Non-Qualified Option). Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5.Change in Control. The Committee may provide in an Award Agreement or in a written agreement with the Participant after the Award Agreement is issued, that in the event of a Change in Control, a Participant’s unvested Options shall become fully vested and may be exercised until their normal date of expiration.

8.6.Limitations on Exercise of Option. Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, after the occurrence of an event referred to in Section 17 hereof which results in termination of the Option.

8.7.Method of Exercise. An Option that is exercisable may be exercised by the Participant’s delivery to the Corporation of written notice of exercise on any business day, at the Corporation’s principal office, on the form or by any other mechanism specified by the Committee. Such notice shall specify the number of shares of Stock with respect to which the Option is being exercised and, except to the extent provided in Section 12.3 or Section 12.4, shall be accompanied by payment in full of the Option Price of the Stock for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Corporation or an Affiliate may, in its judgment, be required to withhold with respect to an Award.

8.8.Rights of Holders of Options. Unless otherwise stated in the applicable Award Agreement, a Participant holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Stock or to direct the voting of the subject Stock) until the Stock covered thereby is fully paid and issued to the Participant. Except as provided in Section 17 hereof, no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.9.Delivery of Stock Certificates. Promptly after the exercise of an Option to purchase Stock by a Participant and the payment in full of the Option Price, unless the Corporation shall then have uncertificated Stock, such Participant shall be entitled to the issuance of a Stock certificate or certificates evidencing his/her ownership of the Stock purchased upon such exercise.

8.10.Transferability of Options. Except as provided in Section 8.11, during the lifetime of a Participant, only the Participant (or, in the event of legal incapacity or incompetency, the Participant’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.11, no Option shall be assignable or transferable by the Participant to whom it is granted, other than by will or the laws of descent and distribution.

8.11.Family Transfers. If authorized in the applicable Award Agreement, a Participant may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Members. For the purpose of this Section 8.11, a “not for value” transfer is a transfer which is (i) a gift to



a trust for the benefit of the participant and/or one or more Family Members, or (ii) a transfer under a domestic relations order in settlement of marital property rights. Following a transfer under this Section 8.11, any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. Subsequent transfers of transferred Options are prohibited except in accordance with this Section 8.11 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 hereof shall continue to be applied with respect to the original Participant, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4.

8.12.Limitations on Incentive Stock Options. An Option shall constitute an Incentive Stock Option only (i) if the Participant of such Option is an employee of the Corporation or any Subsidiary of the Corporation; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Stock with respect to which all Incentive Stock Options held by such Participant become exercisable for the first time during any calendar year (under the Plan and all other plans of the Participant’s employer and its Affiliates) does not exceed $100,000. This limitation shall be applied by taking Options into account in the order in which they were granted.

9.TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1.Right to Payment and Grant Price. An SAR shall confer on the Participant to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR as determined by the Committee. The Award Agreement for an SAR shall specify the grant price of the SAR, which shall be at least the Fair Market Value of a share of Stock on the Grant Date. SARs may be granted in conjunction with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or without regard to any Option or other Award.

9.2.Other Terms. The Committee shall determine at the Grant Date or thereafter, the time or times at which and the conditions under which an SAR may be exercised (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions (provided that no SAR shall be exercisable following the tenth anniversary of its Grant Date), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not an SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

10.TERMS AND CONDITIONS OF RESTRICTED STOCK
AND RESTRICTED STOCK UNITS

10.1.Grant of Restricted Stock or Restricted Stock Units. Awards of Restricted Stock or Restricted Stock Units may be made to eligible persons. Restricted Stock or Restricted Stock Units may also be referred to as performance stock or performance stock units. If so indicated in the Award Agreement at the time of grant, a Participant may vest in more than 100% of the number of Restricted Stock Units awarded to the Participant.

10.2.Restrictions. At the time an Award of Restricted Stock or Restricted Stock Units is made, the Committee may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock or Restricted Stock Units, during which a portion of the Stock related to such Award shall become nonforfeitable or vest, on each anniversary of the Grant Date or otherwise, as the Committee may deem appropriate. Each Award of Restricted Stock or Restricted Stock Units may be subject to a different



restricted period. The Committee may, in its sole discretion, at the time a grant of Restricted Stock or Restricted Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance conditions, which may be applicable to all or any portion of the Restricted Stock or Restricted Stock Units in accordance with Section 14.1 and 14.2. Neither Restricted Stock nor Restricted Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Stock or Restricted Stock Units. Each Participant may designate a beneficiary for the Restricted Stock or Restricted Stock Units awarded to him or her under the Plan. If a Participant fails to designate a beneficiary, the Participant shall be deemed to have designated his or her estate as his or her beneficiary.

10.3.Restricted Stock Certificates. The Corporation shall issue, in the name of each Participant to whom Restricted Stock has been granted, Stock certificates representing the total number of shares of Restricted Stock granted to the Participant, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Corporation shall hold such certificates for the Participant’s benefit until such time as the Restricted Stock is forfeited to the Corporation or the restrictions lapse, or (ii) such certificates shall be delivered to the Participant, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and makes appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.4.Rights of Holders of Restricted Stock. Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Stock and the right to receive any dividends or distributions declared or paid with respect to such Stock; provided, that the right to receive dividends or distributions with respect to a performance-based Award shall only be granted to Participants if and to the extent that the underlying Award vests. All distributions, if any, received by a Participant with respect to Restricted Stock as a result of any stock split, stock dividend, combination of stock, or other similar transaction shall be subject to the restrictions applicable to the original Award.

10.5.Rights of Holders of Restricted Stock Units.

10.5.1.Dividend Rights. Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock Units shall have no rights as stockholders of the Corporation. The Committee may provide in an Award Agreement evidencing a grant of Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the payment of a cash dividend or distribution on outstanding Stock, or at any time thereafter, a cash payment for each Restricted Stock Unit held equal to the per-share dividend, paid on the Stock in accordance with Section 13; provided, that the right to receive dividends or distributions with respect to a performance-based Award shall only be granted to Participants if and to the extent that the underlying Award vests.

10.5.2.Creditor’s Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Corporation. Restricted Stock Units represent an unfunded and unsecured obligation of the Corporation, subject to the terms and conditions of the applicable Award Agreement. Any Award of Restricted Stock Units that is a 409A Award shall comply with the Code Section 409A requirements applicable to nonqualified deferred compensation.

10.6.Termination of Service. Unless the Committee otherwise provides in an Award Agreement or in a written agreement with the Participant after the Award Agreement is issued, upon the termination of a Participant’s Service, any Restricted Stock or Restricted Stock Units held by such Participant that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Further, the Award Agreement may specify that the vested portion of the



Award shall continue to be subject to the terms of any applicable transfer or other restriction. Upon forfeiture of Restricted Stock or Restricted Stock Units, the Participant shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to Restricted Stock or Restricted Stock Units.

10.7.Delivery of Stock Certificates. Except as otherwise specified in an Award Agreement with respect to a particular Award of Restricted Stock or unless the Corporation shall then have uncertificated Stock, within thirty (30) days of the expiration or termination of the restricted period, a certificate or certificates representing all Stock relating to such Award which have not been forfeited shall be delivered to the Participant or to the Participant’s beneficiary or estate, as the case may be. Except as otherwise specified with respect to a particular Award of Restricted Stock Units or unless the Corporation shall then have uncertificated Stock, within thirty (30) days of the satisfaction of the vesting criterion applicable to such Award, a certificate or certificates representing all Stock relating to such Award which have vested shall be issued or transferred to the Participant.

11.TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS

The Committee may, in its sole discretion, grant (or sell at such purchase price determined by the Committee) an Unrestricted Stock Award to any Participant pursuant to which such Participant may receive Stock free of any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be granted or sold as described in the preceding sentence in respect of past services and other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Participant.

12.FORM OF PAYMENT FOR OPTIONS

12.1.General Rule. Payment of the Option Price for the Stock purchased pursuant to the exercise of an Option shall be made in cash or in cash equivalents acceptable to the Corporation.

12.2.Surrender of Stock. To the extent approved by the Committee in its sole discretion, payment of the Option Price for Stock purchased pursuant to the exercise of an Option may be made all or in part through the tender to the Corporation of Stock, which Stock, if acquired from the Corporation, shall have been held for at least six months at the time of tender and which shall be valued, for purposes of determining the extent to which the Option Price has been paid thereby, at its Fair Market Value on the date of exercise or surrender.

12.3.Cashless Exercise. To the extent permitted by law and to the extent permitted by the Committee in its sole discretion, payment of the Option Price for Stock purchased pursuant to the exercise of an Option may be made all or in part by delivery (on a form acceptable to the Committee) of an irrevocable direction to a registered securities broker acceptable to the Corporation to sell Stock and to deliver all or part of the sales proceeds to the Corporation in payment of the Option Price and any withholding taxes described in Section 18.3.

12.4.Other Forms of Payment. To the extent permitted by the Committee in its sole discretion, payment of the Option Price for Stock purchased pursuant to exercise of an Option may be made in any other form that is consistent with applicable laws, regulations and rules.

13.TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

13.1.Dividend Equivalent Rights. A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Stock specified in the Dividend Equivalent Right (or other Award to which it relates) if such Stock had been issued to and held



by the recipient. A Dividend Equivalent Right may be granted hereunder to any Participant, provided that any Award of Dividend Equivalent Rights that is a 409A Award shall comply with the Code Section 409A requirements applicable to deferred compensation. Dividend Equivalent Rights may not be granted hereunder relating to  Stock which is subject to Options or Stock Appreciation Rights. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date that the distribution otherwise would have been paid. Dividend Equivalent Rights may be settled in cash or Stock or a combination thereof, in a single installment or installments, all determined in the sole discretion of the Committee. A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, unless such settlement would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A (e.g., in the case of a Non-Qualified Option or Stock Appreciation Right). Such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of another Award may also contain terms and conditions different from such other Award.

13.2.Termination of Service. Except as may otherwise be provided by the Committee either in the Award Agreement or in a written agreement with the Participant after the Award Agreement is issued, a Participant’s rights in all Dividend Equivalent Rights shall automatically terminate upon the Participant’s termination of Service for any reason.

14.TERMS AND CONDITIONS OF PERFORMANCE AWARDS

14.1.Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Performance Award, and the timing thereof, may be subject to such corporate or individual performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce the amounts payable under any Award subject to performance conditions, except as limited under Sections 14.2 hereof in the case of a Performance Award intended to qualify under Code Section 162(m).

14.2.Performance Awards Granted to Designated Covered Employees. If and to the extent that the Committee determines that a Performance Award to be granted to a Participant who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.2.

14.2.1.Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14.2. Performance goals shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.




14.2.2.Business Criteria. Unless and until the Board proposes for stockholder vote and the stockholders approve a change in the general performance measures set forth in this Section 14.2, one or more of the following business criteria for the Corporation, on a consolidated basis, or for specified Subsidiaries or business units of the Corporation or the Corporation (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Committee in establishing performance goals for such Performance Awards: (a) basic earnings per common share for the Corporation on a consolidated basis; (b) diluted earnings per common share for the Corporation on a consolidated basis; (c) total stockholder return; (d) net sales; (e) cost of sales; (f) gross profit; (g) selling, general and administrative expenses; (h) operating profit, alone or as a percentage of sales; (i) income before interest and/or the provision for income taxes; (j) net income; (k) productivity; (l) inventory turnover; (m) return on equity; (n) return on assets; (o) sales of new products; (p) economic value added, or another measure of profitability that considers the cost of capital employed; (q) net cash provided by operating activities; (r) net increase (decrease) in cash and cash equivalents; (s) customer satisfaction; (t) market share; and (u) product quality. Business criteria may be measured on an absolute basis or on a relative basis (i.e., performance relative to peer companies) and on a GAAP or non-GAAP basis.

14.2.3.Timing For Establishing Performance Goals. Performance goals shall be established, in writing, not later than 90 days after the beginning of any performance period applicable to such Performance Awards, or at such other date as may be required for “performance-based compensation” under Code Section 162(m).

14.2.4.Settlement of Performance Awards; Other Terms. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Performance Awards. The Committee shall specify in the Award Agreement the circumstances in which such Performance Awards shall be paid or forfeited in the event of termination of Service by the Participant prior to the end of a performance period or settlement of Performance Awards; provided, however, that except in the case of death or Disability of a Participant, a Performance Award shall not be earned and paid until after (i) expiration of the applicable performance period and attainment of the applicable performance goals, and (ii) certification by the Committee that the performance goals and any other material terms of the Performance Award have been attained or satisfied. In the case of death or Disability of a Participant, the Committee may determine that the performance goals shall be deemed to have been satisfied on terms determined by the Committee. In the case of Awards that are paid and settled other than in Stock, where the amount or value of the payment is not determined by reference to the value of the Stock to which the Awards relate, the amount paid to any Participant during any calendar year in settlement of any such Awards shall not exceed $6,000,000.

14.3.Written Determinations. All determinations or certifications by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards shall be made in writing in the case of any Award intended to qualify under Code Section 162(m).

14.4.Status of Section 14.2 Awards Under Code Section 162(m). It is the intent of the Corporation that Performance Awards under Section 14.2 hereof granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms of Section 14.2, including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. The foregoing notwithstanding, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the



time of grant of Performance Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any agreement relating to such Performance Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

15.PARACHUTE LIMITATIONS. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Participant with the Corporation or a Subsidiary or affiliate of the Corporation, except an agreement, contract, policy or understanding hereafter entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including groups or classes of Participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Option, Restricted Stock or Restricted Stock Units held by that Participant and any right to receive any payment or other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by the Participant from the Corporation under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan, in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence, then the Participant shall have the right, in the Participant’s sole discretion, to designate those rights, payments, or benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment, provided that any such payment or benefit that is excluded from the coverage of Code Section 409A shall be reduced or eliminated prior to the reduction or elimination of any benefit that is related to a 409A Award.

16.REQUIREMENTS OF LAW

16.1.General. The Corporation shall not be required to sell, deliver or cause to be issued any Stock under any Award if the sale or issuance of such Stock would constitute a violation by the Participant, any other individual exercising an Option, or the Corporation of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Corporation shall determine, in its discretion, that the listing, registration or qualification of any Stock subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Stock hereunder, no Stock may be issued or sold to the Participant or any other individual exercising an Option pursuant to such Award unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Corporation and any delay caused thereby shall in no way affect the date of termination of the Award. Any determination in this connection by the Corporation shall be final, binding, and conclusive. The Corporation may, but shall in no event be obligated to, cause to be registered any securities covered hereby pursuant to the Securities Act. The Corporation shall not be



obligated to take any affirmative action in order to cause the exercise of an Option or the issuance of Stock pursuant to the Plan to comply with any law or regulation of any governmental authority.

16.2.Rule 16b-3. During any time when the Corporation has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Corporation that Awards pursuant to the Plan and the exercise of Options granted hereunder will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative to the extent permitted by law and deemed advisable by the Committee and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify this Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

16.3.Lock-Up Agreement. If so requested by the Corporation and an underwriter of shares of Stock in connection with any public offering, each Participant agrees not to directly or indirectly offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of or otherwise dispose of or transfer any shares held by it for such period, not to exceed one hundred eighty (180) days, following the effective date of such public offering of Stock, in each case as such underwriter shall specify reasonably and in good faith.

17.EFFECT OF CHANGES IN CAPITALIZATION

17.1.Changes in Stock. If the number of outstanding shares of Stock is increased or decreased or the Stock is changed into or exchanged for a different number or kind of stock or other securities of the Corporation on account of any recapitalization, reclassification, stock split, reverse split, combination of stock, exchange of stock, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Stock effected without receipt of consideration by the Corporation, occurring after the Effective Date, the number and kinds of shares of Stock for which grants of Options and other Awards may be made under the Plan (including the individual limits) shall be adjusted proportionately and accordingly by the Corporation. In addition, the number and kind of shares of Stock for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Participant immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable with respect to Stock that is subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Corporation shall not be treated as an increase in shares of Stock effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Corporation’s stockholders of securities of any other entity or other assets (including an extraordinary cash dividend but excluding a non-extraordinary dividend payable in cash or in shares of the Corporation) without receipt of consideration by the Corporation, the Corporation may, in such manner as the Corporation deems appropriate, adjust (i) the number and kind of shares of Stock subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such distribution. Notwithstanding the foregoing, all adjustments under this Section 17.1 shall comply with Code Sections 409A, 162(m), 422 and 424 and the regulations thereunder.

17.2.Reorganization in which the Corporation is the Surviving Entity. Subject to Section 17.3 hereof, if the Corporation shall be the surviving entity in any reorganization, merger, or consolidation of the Corporation with one or more other entities which does not constitute a Corporate Transaction, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of shares of Stock subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding



proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the Stock remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement, any restrictions applicable to such Award shall apply as well to any replacement securities received by the Participant as a result of the reorganization, merger or consolidation. In the event of a transaction described in this Section 17.2, Restricted Stock Units shall be adjusted so as to apply to the securities that a holder of the number of shares of Stock subject to the Restricted Stock Units would have been entitled to receive immediately following such transaction. Notwithstanding the foregoing, all adjustments under this Section 17.2 shall comply with Code Sections 409A, 162(m), 422 and 424 and the regulations thereunder.

17.3.Corporate Transaction. Subject to the exceptions set forth in the penultimate sentence of this Section 17.3, the last sentence of Section 17.4 and the requirements of Code Sections 409A, 162(m), 422, 424 and the regulations thereunder:

(i)upon the occurrence of a Corporate Transaction, all outstanding unvested Options, SARs, Restricted Stock and Restricted Stock Units shall be deemed forfeited; provided that

(ii)either of the following two actions, among others, may be taken, in accordance with Code Section 409A, to the extent applicable:

(A)prior to the scheduled consummation of a Corporate Transaction, the Committee may provide that all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a specified period, and/or that all outstanding Restricted Stock shall be vested, and/or that all Restricted Stock Units shall be deemed to have vested at their target levels; or

(B)the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Stock, Restricted Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock or Restricted Stock Units, equal to the formula or fixed price per share of Stock paid to holders of Stock and, in the case of Options or SARs, equal to the product of the number of shares of Stock subject to the Option or SAR (the “Award Stock”) multiplied by the amount, if any, by which (I) the formula or fixed price per share of Stock paid to holders of Stock pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Stock.

With respect to the Corporation’s establishment of a specified exercise window, (i) any exercise of an Option or SAR during such period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Corporate Transaction, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Committee shall send written notice of an event that will result in such a termination to all individuals who hold Options and SARs not later than the time at which the Corporation gives notice thereof to its stockholders. This Section 17.3 shall not apply to any Corporate Transaction to the extent that provision is made in writing in connection with such Corporate Transaction for the assumption or continuation of the Options, SARs, Restricted Stock and Restricted Stock Units theretofore granted, or for the substitution for such Options, SARs, Restricted Stock and Restricted Stock Units of new options, SARs, restricted stock and restricted stock units relating to the shares of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common shares) and option and stock appreciation right exercise prices, in which event the Plan, Options, SARs, Restricted Stock and



Restricted Stock Units theretofore granted shall continue in the manner and under the terms so provided. Appropriate adjustments shall be made taking into account Code Sections 409A, 162(m), 422 and 424 and the regulations thereunder regarding substitutions and assumptions of stock rights by reason of a corporate transaction.

17.4.Adjustments. Adjustments under this Section 17 related to Stock or other securities of the Corporation shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional shares of Stock or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding down to the nearest whole share. The Committee shall determine the effect of a Corporate Transaction upon Awards other than Options, SARs, Restricted Stock and Restricted Stock Units and such effect shall be set forth in the appropriate Award Agreement. The Committee may provide in the Award Agreements at the Grant Date, or any time thereafter with the consent of the Participant, for different provisions to apply to an Award in place of those described in Sections 17.1, 17.2 and 17.3.

17.5.No Limitations on Corporation. The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Corporation or a Subsidiary or Affiliate of the Corporation to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets.

18.GENERAL PROVISIONS

18.1.Disclaimer of Rights. No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual the right to remain in the employ or service of the Corporation or a Subsidiary or Affiliate of the Corporation, or to interfere in any way with any contractual or other right or authority of the Corporation or a Subsidiary or Affiliate of the Corporation either to increase or decrease the compensation or other payments to any individual at any time, or to terminate any employment or other relationship between any individual and the Corporation or a Subsidiary or Affiliate of the Corporation. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, no Award granted under the Plan shall be affected by any change of duties or position of the Participant, so long as such Participant continues to be a Director, officer, consultant or employee of the Corporation or of a Subsidiary or Affiliate of the Corporation. The obligation of the Corporation to pay any benefits pursuant to this Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan shall in no way be interpreted to require the Corporation to transfer any amounts to a third party or otherwise hold any amounts in Corporation or escrow for payment to any Participant or beneficiary under the terms of the Plan.

18.2.Nonexclusivity of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the Corporation’s stockholders for approval shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting of options otherwise than under the Plan.

18.3.Withholding Taxes. The Corporation or a Subsidiary or Affiliate of the Corporation, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Stock upon the exercise of an



Option or pursuant to an Award or otherwise. Alternatively, at the time of such vesting, lapse, or exercise, the Participant shall pay to the Corporation or a Subsidiary or Affiliate of the Corporation, as the case may be, any amount that the Corporation or a Subsidiary or Affiliate of the Corporation may reasonably determine to be necessary to satisfy such withholding obligation. The Corporation may elect to, or may cause a Subsidiary or Affiliate, to withhold Stock otherwise issuable to the Participant in satisfaction of a Participant’s withholding obligations at the statutory minimum withholding rate. Subject to the prior approval of the Corporation, which may be withheld by the Corporation in its sole discretion, the Participant may elect to satisfy such obligations, in whole or in part, by delivering to the Corporation or a Subsidiary or Affiliate of the Corporation Stock already owned by the Participant, which Stock, if acquired from the Corporation, shall have been held for at least six months at the time of tender. Any Stock so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations at the statutory minimum withholding rate. The Fair Market Value of the Stock used to satisfy such withholding obligation shall be determined by the Corporation as of the date that the amount of tax to be withheld is to be determined. A Participant who has made an election pursuant to this Section 18.3 to deliver Stock may satisfy his/her withholding obligation only with Stock that is not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements.

18.4.Captions. The use of captions in this Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

18.5.Other Provisions. Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

18.6.Number and Gender. With respect to words used in this Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

18.7.Severability. If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

18.8.Governing Law. The validity and construction of this Plan and the instruments evidencing the Awards hereunder shall be governed by the laws of the State of Michigan, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

18.9.Section 409A of the Code. The Board intends to comply with Code Section 409A, or an exclusion from Code Section 409A coverage, with regard to Awards hereunder and all provisions herein shall be interpreted accordingly. In the event that any provision of this Plan or of an Award is determined by the Corporation to be subject to and not in compliance with Code Section 409A, the Corporation may amend the Plan or Award to correct such non-compliance to the extent permitted under any guidance, procedure, or other method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid or mitigate any taxes, interest, or penalties that otherwise would be incurred by a Participant on account of such non-compliance. In no event shall the Corporation or a Subsidiary or Affiliate of the Corporation be liable for any additional tax, interest or penalty that may be imposed on a Participant by Code Section 409A or damages for failing to comply with Code Section 409A.

18.10.Specified Employee. Notwithstanding any other time of payment or settlement of a



409A Award provided herein or in the Award, if the Participant is deemed on the date of separation from service to be a “specified employee” under Code Section 409A(a)(2)(B), then any payment or settlement of such 409A Award on account of the Participant’s separation from service shall not be made before the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service of the Participant, and (ii) the date of the Participant’s death to the extent required under Code Section 409A.

* * *

As adopted and approved by the Board as of March 15, 2011, subject to approval of the Plan by the stockholders of the Corporation as set forth in this Plan.




ACTIVE.8739425.7





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LETTER TO SHAREHOLDERS
ABOUT THE MEETINGPROXY SUMMARY
PROPOSAL 1- ELECTION OF DIRECTORS
BOARD OF DIRECTORS RISK MANAGEMENT FUNCTIONSCOMPENSATION
DIRECTOR COMPENSATION TABLE
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
PROPOSAL 2 - RATIFICATION OF INDEPENDENT AUDITOR
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
TRANSACTIONS WITH RELATED PERSONS
EXECUTIVE COMPENSATION - COMPENSATION DISCUSSSION AND ANALYSIS OVERVIEW
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
FAQ - ABOUT THE MEETING
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APPENDIX A



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