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EXHIBIT 10.09
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
SUPPLEMENTAL COMPENSATION AGREEMENT
AGREEMENT (the "AGREEMENT"), dated as of December 20, 2000, between
American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the
"COMPANY"), and Xxxxxxx X. Xxxxx (the "PARTICIPANT"):
In consideration of the Participant's agreement to amend the term of
his Employment Agreement dated November 6, 1997 with the Company (the
"EMPLOYMENT AGREEMENT") to extend the term of such agreement by two years and in
further consideration of the services that the Participant will provide to the
Company from the date hereof through to December 31, 2006, the Company hereby
agrees to provide supplemental compensation to the Participant beyond that
provided for in the Employment Agreement as set forth below.
1. SUPPLEMENTAL COMPENSATION
Subject to the provisions of Section 3 below, the Company shall provide
supplemental compensation totaling $11,804,365.00 to the Participant beyond that
provided in the Employment Agreement in five substantially equal annual
installments on or before December 31 of each consecutive year, beginning on or
before December 31, 2001 (each such installment being the "ANNUAL SUPPLEMENTAL
COMPENSATION PAYMENT").
2. PAYMENT OF ANNUAL SUPPLEMENTAL COMPENSATION
Each Annual Supplemental Compensation Payment shall be made by the Company to
the Participant, at the Company's option, in cash or in a grant of such amount
of shares of Common Stock pursuant to the 1999 American Axle & Manufacturing
Holdings, Inc. Stock Incentive Plan or otherwise at the then Current Market
Price sufficient to equal the amount of Annual Supplemental Compensation
Payment. The "Current Market Price" for purposes of this Agreement is the
average of the Company's common stock during the last five trading days ending
prior to the date of payment, as reported on The New York Stock Exchange.
3. TERMINATION OF EMPLOYMENT
The Participant shall continue to receive the unpaid Annual Supplemental
Compensation Payments following the Participant's termination (A) due to the
Participant's death or "Disability", as defined in the Employment Agreement, (B)
by the Company without "Cause", as defined in the Employment Agreement, or (C)
by the Participant for "Good Reason", as defined in the Employment Agreement. In
the event of the Participant's termination of employment by the Company for
Cause or by the Participant without Good Reason, all unpaid Annual Supplemental
Compensation Payments shall be forfeited without consideration.
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4. NO RIGHT TO EMPLOYMENT
The terms of Participant's employment with the Company are governed by the
Employment Agreement. The execution and delivery of this Agreement shall impose
no obligation on the Company to continue the employment of the Participant and
shall not lessen or affect the Company or its affiliates' right to terminate the
Participant's employment under the terms of the Employment Agreement.
5. APPLICATION OF LAWS
Any payment in Shares hereunder shall be subject to all applicable laws, rules
and regulations and to such approvals of any governmental agencies as may be
required.
6. TAXES
Any taxes required by federal, state or local laws to be withheld by the Company
shall be withheld or shall be paid to the Company by the Participant by the time
such taxes are required to be paid or deposited by the Company.
7. NOTICES
Any notices required to be given hereunder to the Company shall be addressed to
the Company in care of its Secretary at the principal executive office of the
Company, and any notice required to be given hereunder to the Participant shall
be sent to the Participant's address as shown on the records of the Company.
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8. CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the conflict of law provisions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President & Secretary
Agreed and acknowledged as
of the date first above written:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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