1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN
FORM OF RESTRICTED STOCK 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 Award 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 Award . The Company grants to the
Participant, on the terms and conditions set forth in this
Agreement, an aggregate of {INSERT NUMBER OF
SHARES} restricted Shares, subject to adjustment as set
forth in the Plan (the " Award
").
2.
Vesting of the Award .
(a)
Vesting
Schedule . Subject to Section 2(b), the
Shares constituting the Award shall vest 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 Award shall vest in full
upon the occurrence of any of following:
(A) The
Participant's death or Disability;
(B) The
termination of the Participant's employment by the Company
pursuant to a reduction in force or similar program approved
by the Chief Executive Officer of the Company; or
(C) A
Change in Control.
(ii) Except
as otherwise stated in Section 2(b)(i), if the
Participant’s employment with the Company terminates for
any reason, the Shares constituting the Award, to the extent
not already vested, 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 . 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. Further, the Company or any Affiliate may at
any time dismiss the Participant or
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