1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN
FORM OF STOCK OPTION AWARD AGREEMENT
THIS
AGREEMENT (the " Agreement
"), is made effective as of {INSERT DATE}
(the " Date of
Grant "), between American Axle & Manufacturing
Holdings, Inc., a Delaware corporation (the " Company
"), and {INSERT NAME}
(the " Participant
"):
RECITALS :
A. The
Company has adopted the 1999 American Axle & Manufacturing
Holdings, Inc. Stock Incentive Plan (the " Plan
") The Plan is incorporated in and made a part of
this Agreement. Capitalized terms that are not
defined in this Agreement have the same meanings as in the
Plan; and
B. The
Compensation Committee of the Board of Directors determined
that it is in the best interests of the Company and its
stockholders to grant the Option provided for in this
Agreement to the Participant, pursuant to the Plan and the
terms of this Agreement.
The
parties agree as follows:
1.
Grant of the Option . The Company grants to the
Participant the right and option (the " Option ") to
purchase, on the terms and conditions of this Agreement, all or any
part of an aggregate of {INSERT NUMBER OF
SHARES} Shares, subject to adjustment as set forth in the
Plan. The purchase price of the Shares subject to the
Option (the " Option Price
") shall be {INSERT PRICE} per
Share, the closing price of the Company's common stock on the Date
of Grant. The Option is not intended to be an "incentive
stock option" within the meaning of Section 422 of the
Code.
2.
Vesting of the Option . At any time, the portion
of the Option that has become vested and exercisable as described
in this Section 2 is referred to as the " Vested Portion
".
(a)
Vesting
Schedule . Subject to Section 2(b), the
Option shall vest and become exercisable, on the first, second
and third anniversaries of the Date of Grant (each, a "
Vesting
Date "), as follows:
Vesting Date
Total Vested
Shares *
First
anniversary of the Date of Grant
33%
Second
anniversary of the Date of Grant
67%
Third
anniversary of the Date of Grant
100%
*
Whole Shares only; fractional Shares, if any, are vested on
the
subsequent Vesting Date.
(b)
Earlier Vesting
and Forfeiture .
(i) To
the extent not already vested, the Option shall vest and
become immediately exercisable in full (by the Participant or
the Participant's beneficiary, as applicable) upon the
Participant's death or Disability, or upon a Change in
Control.
(ii) Except
as otherwise expressly stated in Section 2(b)(i), if the
Participant’s employment with the Company terminates for
any reason, to the extent not already vested, the Option shall
be forfeited and canceled without consideration, and the
Vested Portion of the Option shall remain exercisable for the
period set forth in Section 3(a).
3.
Exercise of Options .
(a)
Period of
Exercise . Subject to the provisions of the
Plan and this Agreement, the Participant may exercise all or
any part of the Vested Portion of the Option at any time
before the earliest of:
(i) the
tenth anniversary of the Date of Grant;
(ii) five
years following the date of termination of the Participant's
employment (A) as a result of the Participant's death or
Disability; or (B) following a Change in
Control;
(iii) five
years following the date of termination of the Participant's
employment (or, if the Participant is a member of the
Company's Board on that date, five years following the date on
which the Participant's service as a member of the Board
terminates) upon the Participant's retirement under the
Company's Retirement Program for Salaried Employees,
Restatement dated January 1, 2006 (the " Program
") at or after age 65, or after attaining age 55 but prior to
age 65 with ten or more years of credited service under the
Program;
(iv) ninety
days following the date of termination of the Participant's
employment by the Company without Cause or the date of the
Participant's resignation; and
(v) the
date of termination of the Participant's employment by the
Company for Cause.
(vi) For
purposes of this Agreement, the term " Cause "
means (i) neglect of or willful and continuing refusal of
the Participant to perform his or her duties with the Company
(other than due to Disability), (ii) a breach of any
non-competition or "no raid" covenants to which the
Participant is subject, (iii) engaging in conduct which
is demonstrably injurious to the Company, the Company's
Subsidiaries or Affiliates (including, without limitation, a
breach of any confidentiality covenant to which the
Participant is subject), or (iv) a conviction or plea of
guilty or nolo contendere
to a
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