1999 AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS
AGREEMENT (the “Agreement”), is made effective as of
November 3, 2005 (the “Date of Grant”), between
American Axle & Manufacturing Holdings, Inc., a Delaware
corporation (the “Company”), and Richard E. Dauch (the
“Participant”):
WHEREAS,
the Company has adopted the 1999 American Axle & Manufacturing
Holdings, Inc. Stock Incentive Plan (the “Plan”), which
Plan is incorporated herein by reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein shall
have the same meanings as in the Plan; and
WHEREAS,
the Compensation Committee of the Board of Directors has determined
that it would be in the best interests of the Company and its
stockholders to grant the Award provided for herein to the
Participant, pursuant to the Plan and the terms set forth herein,
as an incentive for the Participant to extend the term of his
Employment Agreement with the Company dated November 6, 1997,
as amended (the “Employment Agreement”), to serve as
the Company’s Co-Founder, Chairman and Chief Executive
Officer for an additional three years.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties agree as follows:
1.
Grant of the Award . The Company hereby grants to the
Participant, on the terms and conditions hereinafter set forth, an
aggregate of 180,000 restricted Shares, subject to adjustment as
set forth in the Plan (the “Award”).
(a)
Vesting Date . Subject to Section 2(b), the Award shall
vest in full on December 31, 2009 (the “Vesting
Date”).
(b)
Earlier Vesting and Forfeiture .
(i) The
Award shall vest in full, prior to the Vesting Date, upon the
Participant’s death or Disability, the Participant’s
termination of employment by the Company without Cause (as defined
in the Employment Agreement) or in the event of a Change in Control
(as defined in the Participant’s Continuity Agreement with
the Company, dated September 29, 2003).
(ii) Except
as otherwise expressly stated in Section 2(b)(i), if, prior to
the vesting date, the Participant resigns voluntarily from his
employment with the Company, then the Shares constituting the Award
shall be forfeited without consideration.
3.
Voting and Dividend Rights . Subject to Section 8, the
Participant shall have the right to vote and to receive any
dividends with respect to the Shares constituting the
Award.
4.
No Right to Continued Employment . The terms and conditions
of the Participant’s employment with the Company are set
forth in the Employment Agreement. Neither the Plan nor this
Agreement shall be construed as giving the Participant the right to
be retained in the employ of, or in any consulting relationship to,
the Company or any Affiliate.
