EXHIBIT 10.49
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
SECONDED AMENDMENT, dated as of December 10, 2001, to the Employment
Agreement (the "Agreement"), dated as of November 6, 1997, by and between
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the
"Company"), and Xxxxxxx X. Xxxxx (the "Employee"):
1. The second sentence of Section 1 of the Agreement is hereby amended to read
in its entirety as follows:
"The assignment shall be as Co-Founder, Chairman & Chief
Executive Officer."
2. Section 3(a) of the Agreement is hereby amended to read in its entirety as
follows:
"(a) Base Salary. The Company will pay Employee a
salary effective March 1, 2001 at a per annum rate of Nine
Hundred and Thirty Five Thousand United States Dollars (U.S.
$935,000), payable in accordance with the Company's customary
payroll procedures for senior executives (the `Annual Base
Salary')."
3. Section 2 of Exhibit A to the Agreement is hereby amended to read in its
entirety as follows:
"2. Determination of Annual Cash Bonus.
The Annual Cash Bonus shall be determined as of each
Measurement Date for the calendar year ending on such
Measurement Date pursuant to the following:
(a) If the Company continues to outperform the
financial performance of the Company's industry peer group,
Employee's Annual Cash Bonus shall equal three times the
amount of the Employee's then Annual Base Salary."
(b) If the Company's financial performance equals or
is less than the financial performance of the Company's
industry peer group, Employee's Annual Cash Bonus shall be an
amount up to the amount of the Employee's then Annual Base
Salary as determined by the Compensation Committee of the
Company's Board of Directors.
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(c) If the Company's financial performance
outperforms the Company's industry peer group by an amount
greater than it has historically, Employee's Annual Cash Bonus
shall be an amount in excess of the amount set forth in
Section 2(a) hereof as determined by the Compensation
Committee of the Company.
(d) The metrics for assessing financial performance
under this Agreement shall be set jointly by the Compensation
Committee of the Board and the Employee and reviewed no less
than every three years for consistency with creating value for
the Company's shareholders.
4. Exhibit B to the Agreement shall be amended to add the following:
"3. Company shall grant to Employee 300,000 stock options each
year during the term of this Agreement, which annual grant
amount shall be subject to review and increase by the
Compensation Committee of the Company's Board of Directors and
the Employee upon any major changes to the Company's corporate
structure."
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5. As modified by this Second Amendment, the Agreement as previously amended,
shall continue in full force and effect in accordance with its terms.
6. The Supplemental Compensation Agreement dated December 20, 2000 between the
Company and the Employee shall continue in full force and effect as originally
written unaffected by the terms of this Second Amendment to the Agreement.
IN WITNESS WHEREOF, the parties hereto have here unto set their hands
and seal as of the day and year first above written.
AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC.
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxx Title: Chairman of the Compensation
Committee
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