RESTRICTED STOCK AWARD AGREEMENT
Exhibit 99.2
1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN
THIS AGREEMENT (the “Agreement”), is made effective as of November 3, 2005 (the “Date of
Grant”), between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the
“Company”), and Xxxxxxx X. Xxxxx (the “Participant”):
R
E C I T A L S:
WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock
Incentive Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the
Plan; and
WHEREAS, the Compensation Committee of the Board of Directors has determined that it would be
in the best interests of the Company and its stockholders to grant the Award provided for herein to
the Participant, pursuant to the Plan and the terms set forth herein, as an incentive for the
Participant to extend the term of his Employment Agreement with the Company dated November 6, 1997,
as amended (the “Employment Agreement”), to serve as the Company’s Co-Founder, Chairman and Chief
Executive Officer for an additional three years.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:
1. Grant of the Award. The Company hereby grants to the Participant, on the terms and
conditions hereinafter set forth, an aggregate of 180,000 restricted Shares, subject to adjustment
as set forth in the Plan (the “Award”).
2. Vesting.
(a) Vesting Date. Subject to Section 2(b), the Award shall vest in full on December
31, 2009 (the “Vesting Date”).
(b) Earlier Vesting and Forfeiture.
(i) The Award shall vest in full, prior to the Vesting Date, upon the Participant’s death or
Disability, the Participant’s termination of employment by the Company without Cause (as defined in
the Employment Agreement) or in the event of a Change in Control (as defined in the Participant’s
Continuity Agreement with the Company, dated September 29, 2003).
(ii) Except as otherwise expressly stated in Section 2(b)(i), if, prior to the vesting date,
the Participant resigns voluntarily from his employment with the Company, then the Shares
constituting the Award shall be forfeited without consideration.
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. The terms and conditions of the Participant’s
employment with the Company are set forth in the Employment Agreement. 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.
5. Legend on Certificates. The Committee may cause a legend or legends to be put on
certificates representing the Shares constituting the Award to make appropriate reference to the
restrictions under the Plan and this Agreement, or as may be required by the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock exchange upon which
such Shares are listed, and any applicable Federal or state laws.
6. Transferability. Except as otherwise provided in the Plan, the unvested Award may
not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the
Participant otherwise 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; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. No such permitted transfer of the Award to heirs or legatees of the Participant shall
be effective to bind the Company unless the Company shall have been furnished with written notice
thereof and a copy of such evidence as the Company may deem necessary to establish the validity of
the transfer and the acceptance by the transferee or transferees of the terms and conditions
hereof.
7. Withholding. A Participant shall be required to pay to the Company or any
Affiliate, and the Company shall have the right and is hereby authorized to withhold, any
applicable withholding taxes in respect of the Award, its vesting or any payment or transfer under
the Award or under the Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such 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
Committee may reasonably request in order to comply with applicable securities laws or with this
Agreement.
9. Notices. Any notice necessary under this Agreement shall be addressed to the
Company in care of its Secretary at the principal executive office 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 such other address as either party hereto may hereafter designate in writing to the other.
Any such notice shall be deemed effective upon receipt thereof 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.
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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, the terms and provisions of which, as may be amended from time to time, are hereby
incorporated herein by reference. In the event of a conflict between any term or provision
contained herein and a term or provision of the Plan, the applicable terms and provisions of the
Plan will govern and prevail.
12. 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 administered and
interpreted in a manner consistent with such 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 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 thereto and hereto were upon
the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. |
| By: | /s/ Forest X. Xxxxxx | |||
| Forest X. Xxxxxx | ||||
| Chairman of the Compensation Committee of the Board of Directors |
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Agreed and acknowledged as
of the date first above written:
of the date first above written:
/s/ Xxxxxxx X. Xxxxx
|
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Xxxxxxx X. Xxxxx
|
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