Contract
1999
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK
INCENTIVE PLAN
FORM
OF PERFORMANCE 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 set forth in this Agreement, a performance award (the "Performance Award")
with a target payment value of $ {INSERT TARGET AMOUNT}
(the "Target
Amount").
2. Payment of the
Award.
(a) As
soon as practicable, but in no event more than 90 days, following the end of the
three-year period commencing on January 1, 2008 (the "Performance Period"),
the Company shall pay to the Participant, subject to Section 3, the percentage
of the Target Amount determined, in accordance with the following schedule,
based on Relative Company TSR for the Performance Period (the "Award
Payment"):
Relative Company
TSR
Award
Payment*
35th
percentile 50%
of Target Amount
50th
percentile 100%
of Target Amount
75th
percentile 200%
of Target Amount
*Award
Payments are linearly interpolated for Relative Company TSR between
percentiles set forth above.
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(b) The
following terms have the meanings set forth below:
(i) "Relative Company TSR"
means the Total Shareholder Return for the Company, expressed as a percentile of
the Total Shareholder Returns for the companies in the Company’s peer group (as
reported in the Company’s annual report to shareholders for the most recent
fiscal year completed prior to the Date of Grant).
(ii) "Total Shareholder
Return" means the total return earned for the applicable period, assuming
the reinvestment of dividends, by the holders of a company’s common
stock.
3. Termination of
Employment.
(a) If
the Participant's employment with the Company terminates prior to the date of
payment of the Award, for any reason other than the death or Disability of the
Participant and except following a Change in Control, the Award shall be
cancelled and forfeited without consideration.
(b) If
the Participant's employment with the Company terminates during the Performance
Period due to the Participant's death or Disability, the Award Payment shall
equal the Target Amount, and shall be made to the Participant (or the
Participant's beneficiary) on or as soon as practicable, but in no event more
than 45 days, following the date of termination.
4. Change in
Control. Notwithstanding the other provisions of this
Agreement, in the event that a Change in Control occurs during the Performance
Period, the Award Payment shall equal the Target Amount, and shall be made to
the Participant on or as soon as practicable, but in no event more than 15 days,
following the date of the Change in Control.
5. 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.
6. Transferability. 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.
7. Withholding. The
Company shall withhold from the Award and shall deduct from the amount paid to
the Participant under the Award the applicable withholding taxes in respect of
the Award. 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.
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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 additional income taxes 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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