Contract
1999
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK
INCENTIVE PLAN
FORM
OF RESTRICTED STOCK AWARD AGREEMENT
THIS
AGREEMENT (the "Agreement"), is made
effective as of {INSERT
DATE} (the "Date of Grant"),
between American Axle & Manufacturing Holdings, Inc., a Delaware corporation
(the "Company"), and {INSERT NAME}
(the "Participant"):
RECITALS:
A. The
Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc.
Stock Incentive Plan (the "Plan"). The
Plan is incorporated in and made a part of this
Agreement. Capitalized terms that are not defined in this Agreement
have the same meanings as in the Plan; and
B. The
Compensation Committee of the Board of Directors determined that it is in the
best interests of the Company and its stockholders to grant the Award provided
for in this Agreement to the Participant, pursuant to the Plan and the terms of
this Agreement.
The
parties agree as follows:
1. Grant of the
Award. The Company grants to the Participant, on the terms and
conditions hereinafter set forth in this Agreement, an aggregate of {INSERT NUMBER OF SHARES}
restricted Shares, subject to adjustment as set forth in the Plan
(the "Award").
2. Vesting of the
Award.
(a) Vesting
Schedule. Subject to Section 2(b), the Award shall vest in
full on the third anniversary of the Date of Grant.
(b) Earlier Vesting and
Forfeiture.
(i) To
the extent not already vested, the Award shall vest in full upon the occurrence
of any of following:
(A) The
Participant's death or Disability;
(B) The
termination of the Participant's employment by the Company pursuant to a
reduction in force or similar program approved by the Chief Executive Officer of
the Company; or
(C) A
Change in Control.
(ii) Except
as otherwise stated in Section 2(b)(i), if the Participant’s employment with the
Company terminates for any reason, the Shares constituting the Award, to the
extent not already vested, shall be forfeited without
consideration.
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3. Voting and Dividend
Rights. Subject to Section 8, the Participant shall have the
right to vote and to receive any dividends with respect to the Shares
constituting the Award.
4. No Right to Continued
Employment. Neither the Plan nor this Agreement shall be
construed as giving the Participant the right to be retained in the employ of,
or in any consulting relationship to, the Company or any
Affiliate. Further, the Company or any Affiliate may at any time
dismiss the Participant or discontinue any consulting relationship, free from
any liability or any claim under the Plan or this Agreement, except as expressly
provided in this Agreement.
5. Transferability. Except
as otherwise provided in the Plan, to the extent not already vested, the Award
may not be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by the Participant other than by will or by the laws of descent
and distribution. Except for the designation of the Participant's
beneficiary, the purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance of the Award shall be void and unenforceable against the
Company or any Affiliate. No permitted transfer of the Award to heirs
or legatees of the Participant shall be effective to bind the Company unless the
Company has been furnished with written notice of the transfer and a copy of the
evidence that the Company deems necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of the Award.
6. Withholding. Except
as provided in the following sentence, the Company shall withhold Shares from
the Award to satisfy minimum statutory tax withholding obligations with respect
to the Award. The Participant may also satisfy (or may be required by the
Company to satisfy) all or part of any withholding obligation with respect to
the Award by remitting the required withholding taxes to the Company, in
accordance with the rules and procedures established by the Committee from time
to time. The Company shall have the right to take any other action
that may be necessary in the opinion of the Company to satisfy all obligations
for the payment of withholding taxes with respect to the Award or the
Plan.
7. Securities
Laws. In connection with the grant or vesting of the Award,
the Participant will make or enter into any written representations, warranties
and agreements that the Committee may reasonably request in order to comply with
applicable securities laws or with this Agreement.
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8. Notices. Notice
under this Agreement shall be addressed to the Company in care of its Secretary
at the principal executive offices of the Company and to the Participant at the
address appearing in the records of the Company for the Participant, or to
either party at another address that the party designates in writing to the
other. Notice shall be effective upon receipt.
9. Choice of
Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of New York without regard
to principles of conflicts of law.
10. Award Subject to
Plan. The Award is subject to the Plan. The terms
and provisions of the Plan, as they may be amended from time to time, are
incorporated in this Agreement. In the event of a conflict between
any term or provision contained in this Agreement and a term or provision of the
Plan, the terms and provisions of the Plan will govern and prevail.
11. Section
409A. The Award is not intended to provide for a "deferral of
compensation" within the meaning of Section 409A of the Code and shall be
interpreted and construed in a manner consistent with that intent. If
any provision of this Agreement or the Plan causes the Award to be subject to
the requirements of Section 409A of the Code, or could otherwise cause the
Participant to recognize income or be subject to the interest and penalties
under Section 409A of the Code, then the provision shall have no effect or, to
the extent practicable, the Company may modify the provision to maintain the
original intent without violating the requirements of Section 409A of the
Code.
12. Signature in
Counterparts. This Agreement may be signed in
counterparts. Each counterpart shall be an original, with the same
effect as if the signatures were on the same instrument.
AMERICAN
AXLE & MANUFACTURING HOLDINGS,
INC.
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By:
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__________________________________
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Name:
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Title:
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Agreed
and acknowledged as of the
Date of Grant:
{Insert
Participant Name}
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