HAYES LEMMERZ INTERNATIONAL, INC. OFFICER BONUS PLAN

 

 

                                                                   Exhibit 10.1

 

 

                       HAYES LEMMERZ INTERNATIONAL, INC.

                               OFFICER BONUS PLAN

 

         Section 1. Purpose of Plan.

 

         The name of this plan is the Hayes Lemmerz International, Inc. Officer

Bonus Plan (the "Plan"). The purpose of the Plan is to provide financial

incentive for certain officers of the Company and its Subsidiaries to achieve

strategic performance objectives. The Plan is also a vehicle to attract and

retain key personnel.

 

         Section 2. Definitions.

 

         For purposes of the Plan, the following terms shall be defined as set

forth below:

 

         (a) "Award" means an award pursuant to the provisions of the Plan.

 

         (b) "Award Agreement" means, with respect to each Award, the written

agreement between the Company and a Participant setting forth the terms and

conditions of an Award.

 

         (c) "Base Salary" means an Eligible Recipient's actual annual salary

rate. Base Salary shall be determined without regard to bonus, incentive pay,

deductions and withholdings.

 

         (d) "Board" means the board of directors of the Company.

 

         (e) "Change of Control" means the first of the following events to

occur with respect to either (i) the company for whom the Participant is

performing services, a company that is the majority shareholder of such a

company, or any company in an unbroken chain of companies in which each company

is a majority shareholder of another company and ending in the company for whom

the Participant is performing services for the events described in (1) or (2)

below or (ii) the Company for the events described in (3) below:

 

                  (1) a person or "group" (as such defined below) becomes the

         owner, directly or indirectly, of more than 50% of the total voting

         power of the voting stock; provided, however, that if any person or

         "group" is considered to own more than 50 percent of the total voting

         power of the voting stock the acquisition of additional stock by the

         same person or "group" shall not cause a change of control;

 

                  (2) the sale, transfer, assignment, conveyance or other

         disposition, directly or indirectly, of all or substantially all the

         property to a person or "group" other than a disposition of such

         property:

 

                           (a) as an entirety or virtually as an entirety to an

                  entity that is at least 50% directly or indirectly owned by

                  the company;

 

                           (b) to a shareholder in exchange for or with respect

                  to its stock; or

 

                           (c) to a person or "group" that owns, directly or

                  indirectly 50% or more of the value or voting power of the

                  outstanding stock of such company, or an entity that is

                  directly or indirectly at least 50% owned by such a person or

                  group; or

 

                  (3) during any period of 12 consecutive months, individuals

         who at the beginning of such period constituted the Board (together

         with any new directors whose election or appointment by the Board or

         whose nomination for election by the shareholders was approved by a

         vote of not less than a majority of the directors then still in office

         who were either directors at the beginning of such period or whose

         election or nomination for election was previously so approved) cease

         for any reason to constitute at least a majority of the Board then in

         office.

 

                  For purposes of this section, persons will not be considered

         to be acting as a "group" solely because they purchase or own stock of

         the same company at the same time, or as a result of the same public

         offering. However, persons will be considered to be acting as a

         "group" if they are owners of a company that enters into a merger,

         consolidation, purchase or acquisition of stock, or similar business

         transaction with the company. If a person, including an entity, owns

         stock in both companies that enter into a merger, consolidation,

         purchase or acquisition of stock, or similar transaction, such

         shareholder is considered to be acting as a group with other

         shareholders in a company prior to the transaction giving rise to the

         change and not with respect to the ownership interest in the other

         company.

 

         (f) "Code" means the Internal Revenue Code of 1986, as amended from

time to time, or any successor thereto.

 

         (g) "Committee" means the Compensation Committee of the Board, or such

other committee established or designated by the Board to administer the Plan.

 

         (h) "Company" means Hayes Lemmerz