American Axle & Manufacturing
Holdings, Inc.
Deferred Compensation Unit
- Form of Award Agreement
THIS AGREEMENT
(the “ Agreement ”), is made effective as of
{INSERT DATE} (the “ Date of Grant ” or
“Effective Date”), between American Axle &
Manufacturing Holdings, Inc., a Delaware corporation (the “
Company ”), and {INSERT NAME} (the “
Participant ”):
RECITALS:
A. Prior to 2009,
members of the Board of Directors received a portion of their
compensation in the form of restricted stock units granted under
the 1999 American Axle & Manufacturing Holdings, Inc. Stock
Incentive Plan (the “ Plan ”); and
B. The Plan expired
in January 2009 and the Company wishes to continue to have a
portion of the Participants’ compensation tied to a measure
of total shareholder return.
Therefore, 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 deferred compensation
unit (a “DCU”) award covering an aggregate of
{INSERT NUMBER} DCUs (the “Award”). Each DCU
granted hereunder shall have a value equal to $1.00 U.S.
(a) Vesting
Schedule. Subject to Section 2(b) and Section 2(c), the Award
shall vest in full twelve (12) months following the Date of Grant
or such earlier date in accordance with Section 2(b) below (the
“Vesting Date”).
(b) Earlier
Vesting. To the extent not already vested, the Award shall vest
in full and be paid out upon the death or Disability (as defined
below) of the Participant or upon the occurrence of a Change in
Control (as defined below).
(c) Forfeiture.
Except as otherwise stated in Section 2(b), if the
Participant’s service as a member of the Board ceases for any
reason, prior to the Vesting Date, the Award shall be forfeited and
canceled without consideration.
a) Total
Shareholder Return Measurement. As provided in Section 3(b)
below, the number of DCUs earned under this Agreement shall be
based on the Company’s Total Shareholder Return during the
period beginning on the Date of Grant and ending on the Vesting
Date (the “Measurement Period”).
For this purpose, Total Shareholder Return shall
be determined as follows:
|
Total Shareholder Return
|
=
|
Change in Stock Price + Dividends
Paid
Beginning Stock Price
|
Beginning Stock
Price shall mean the average closing price on the applicable stock
exchange of one share of stock for the thirty (30) trading days
immediately prior to the first day of the Measurement Period;
Ending Stock Price shall mean the average closing price on the
applicable stock exchange of one share of stock for the thirty (30)
trading days immediately prior to the last day of the Measurement
Period; Change in Stock Price shall mean the difference between the
Beginning Stock Price and the Ending Stock Price; and Dividends
Paid shall mean the total of all dividends paid on one (1) share of
stock during the Measurement Period, provided that dividends shall
be treated as though they are reinvested at the end of each
calendar quarter.
b) Determination
of Number of DCUs Earned. Except as otherwise provided herein,
the number of DCUs earned as of the Vesting Date shall equal the
product of: (a) the number of DCUs granted to the Participant
pursuant to this Agreement and (b) the resulting Multiplier as
determined in the Two-Step Table below. The Committee shall have
the sole authority to calculate the number of earned DCUs under
this Agreement.
c) Calculation of
Payment Amount. Payment of DCUs earned (as determined in
Section 3(b) above) shall be settled in cash with the amount equal
to the product of (i) $1.00 U.S. and (ii) the number of DCUs
earned.
d) Normal
Payment. Subject to Section 3(e), the Participant shall receive
the cash payment for the earned DCUs on or before the fifteenth
(15 th
) day of the second month following
the Vesting Date (the “ Payment Date
”).
e)
Deferred Payment Date. If the Participant so elects on the
Date of Grant, then the Participant shall have the right to receive
from the Company, within 90 days after the Deferred Payment Date,
the cash payment (as determined in Sections 3(a-c)) with respect to
this Award if vested on or before that date. “Deferred
Payment Date” shall mean the earlier of the date
of
