STOCK INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (Non- Employee Directors)
STOCK
INCENTIVE PLAN
FORM
OF
(Non-Employee
Directors)
THIS
AGREEMENT (the "Agreement"), is made effective as of {DATE}
(the "Date of Grant"), between American Axle & Manufacturing Holdings,
Inc., a Delaware corporation (the "Company"), and {NAME}
(the
"Participant"):
WHEREAS,
the Company has adopted the 1999 American Axle & Manufacturing Holdings,
Inc. Stock Incentive Plan (the "Plan"), which is incorporated herein by
reference. Capitalized terms not defined herein shall have the same meanings
as
in the Plan; and
WHEREAS,
the Board of Directors ("Board") and the Compensation Committee of the Board
(“Committee”) have determined that it would be in the best interests of the
Company and its stockholders to grant the Award to the Participant under the
Plan and the terms set forth herein.
NOW
THEREFORE, the parties agree as follows:
1. Grant
of the Award.
The
Company hereby grants to the Participant, on the terms and conditions herein,
a
restricted stock unit award covering an aggregate of {NO.}
Shares,
subject to adjustment as set forth in the Plan (the "Award").
2. Vesting
of the Award.
(a) Vesting.
(i) Subject
to Section 2(a)(ii) and (b), the Award shall vest as follows:
Date
Vested
Shares
Twelve
months following the Date of Grant
1/3
Twenty-four
months following the Date of Grant
2/3
Thirty-six
months following the Date of Grant 3/3
(ii) The
Award
shall become immediately vested upon the following occurrence on or after the
Date of Grant.
| (A) |
A
Change in Control;
|
| (B) |
The
death or Disability of the Participant;
or
|
| (C) |
The
Participant's retirement from the Board after completion of a term
of
service in good standing.
|
(b) Termination
of Service.
Except
as set forth in Section 2(a)(ii), if the Participant's service as a member
of
the Board ceases for any reason, the Award shall, to the extent not then vested,
be canceled without consideration.
3. Payment
of the Award.
(a) Normal
Payment.
Subject
to Section 3(b), on or as soon as practicable after each date, if any, on which
the Award vests in accordance with Section 2 (each, a "Payment Date"), the
Participant shall have the right to receive from the Company the number of
Shares with respect to which the Award vests on such Payment Date. On or as
soon
as practicable following each date, if any, on which the Company pays a dividend
on the Shares, the Participant will receive payment from the Company an amount
equal to the aggregate dividend payable on the number of Shares covered by
the
Award, to the extent not already vested or forfeited in accordance with Section
2.
(b) Deferred
Payment of Shares.
If the
Participant so elects on the Date of Grant, then the Participant shall have
the
right to receive from the Company, on or as soon as practicable after the
Deferred Payment Date (as defined below), the number of Shares with respect
to
which the Award is vested on such date. "Deferred
Payment Date"
means
the date that is six months following the Participant's "separation from
service" (within the meaning of such term under Section 409A of the
Code).
4. No
Voting Rights.
Prior
to payment of the Award in accordance with Section 3, the Participant shall
not
have the right to vote with respect to the Shares constituting the Award.
5. No
Right to Continued Service as a Director.
Neither
the Plan nor this Agreement shall be construed as giving the Participant the
right to be retained as a member of the Board.
6. Transferability.
Except
as otherwise provided in the Plan, the Award may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by the
Participant prior to vesting other than by will or by the laws of descent and
distribution, and any such purported assignment, alienation, pledge, attachment,
sale, transfer or encumbrance shall be void and unenforceable against the
Company or any Affiliate.
7. Withholding.
A
Participant shall be required to pay to the Company or any Affiliate, and the
Company shall have the right and authority to withhold all applicable
withholding taxes in respect of an Award, its vesting or any payment or transfer
under the Plan and to take such other action as necessary in the opinion of
the
Company to satisfy all obligations for payment of withholding
taxes.
8. Securities
Laws.
In
connection with the grant or vesting of the Award, the Participant will make
or
enter into such written representations, warranties and agreements as the
Company may reasonably request to comply with applicable securities laws or
this
Agreement.
9. Notices.
Notice
under this Agreement shall be addressed to the Company in care of its Secretary
at its principal executive office and to the Participant at the address
appearing in the records of the Company or to either party as designated in
writing. Notice shall be deemed effective upon receipt by the
addressee.
10. 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.
11. Award
Subject to Plan.
By
entering into this Agreement the Participant agrees and acknowledges that the
Participant has received a copy of the Plan. The Award is subject to the Plan
as
may be amended from time to time. In the event of a conflict between any term
or
provision of this Agreement and the Plan, the applicable terms of the Plan
will
govern.
12. Section
409A.
The
Award is intended to satisfy the requirements of Section 409A of the Code and
shall be administered and interpreted in a manner consistent with such intent.
If any provision of this Agreement or the Plan causes the Award not to satisfy
the requirements of Section 409A of the Code, or could otherwise cause the
Participant to be subject to the interest and penalties under Section 409A
of
the Code, then such provision shall have no effect or, to the extent
practicable, shall be modified to maintain the original intent of the provision
without violating the requirements of Section 409A of the Code.
13. Signature
in Counterparts.
This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures were upon the same
instrument.
AMERICAN
AXLE & MANUFACTURING
HOLDINGS, INC.
By:____________________________________
Agreed
and acknowledged as
of
the
date first above written:
_________________________
{NAME} (signature)
|
______
(intitials)
|
I,
{NAME},
the Participant named above, wish to defer the payment of the Award,
in
accordance with and subject to the terms of Section 3(b) of this
Agreement, until the date that is six months following my separation
from
service, and do hereby so
elect.
|
