AMERICAN AXLE & MANUFACTURING HOLDINGS INC (Form: 8-K, Received: 02/26/2015 06:05:36)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported ): February 19, 2015

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)



1-14303		38-3161171

(Commission File Number)		(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan		48211-1198

(Address of Principal Executive Offices)		(Zip Code)

(313) 758-2000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - Corporate Governance and Management

Item 5.02 -- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

David C. Dauch Employment Agreement

On February 19, 2015, American Axle & Manufacturing Holdings, Inc. (the “Company”) and David C. Dauch, Chairman of the Board, President and Chief Executive Officer of the Company, amended and restated Mr. Dauch’s employment agreement with the Company, dated September 27, 2013, to change the payments and benefits to Mr. Dauch in the event his employment is terminated on or within two years after a Change in Control (as defined in the agreement).

If Mr. Dauch’s employment is terminated without Cause or for Good Reason (each as defined in the agreement) on or within two years after a Change in Control ("CIC"), Mr. Dauch will be entitled to receive the following payments and benefits, in addition to any other accrued compensation and benefits:


•	A cash amount equal to three times his base salary in effect on the date of his termination of employment (currently $1,150,000);


•	A cash amount equal to three times the greater of his target annual bonus for either the year of the CIC or the year of his termination of employment;


•	If termination of employment occurs during the same year as the CIC, a prorated target annual bonus for the year of termination;


•	If termination of employment occurs in a year following the year of the CIC, the greater of the prorated target annual bonus for the year of termination or for the year in which the CIC occurs;


•	Continued participation in the Company's medical benefit plans for three years following termination of employment or, in certain cases, a cash amount equal to the value of the benefit continuation, subject to mitigation;


•	Reimbursement of outplacement service costs of up to $50,000 incurred within 24-months following his termination of employment; and


•	Reimbursement of legal fees incurred in the enforcement of his rights in the event of a CIC, subject to repayment under certain conditions.

This salary and benefit continuation is subject to Mr. Dauch’s execution and non-revocation of a general waiver and release of claims against the Company and his continued compliance with the confidentiality, non-competition, non-solicitation and intellectual property assignment provisions of the agreement (the “Restrictive Covenants”). This salary and benefit continuation is also subject to recoupment or clawback.

The amended and restated employment agreement reflects Mr. Dauch’s current base salary of $1,150,000 and his current long-term incentive target amount of 375% of base salary.

The foregoing summary of certain provisions of the agreement with Mr. Dauch does not purport to be complete and is qualified in its entirety by reference to the entire amended and restated employment agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.

AAM Executive Officer Change in Control Plan

On February 19, 2015, upon approval and recommendation by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company, the Board approved and adopted the AAM Executive Officer Change in Control Plan (the “Plan”) for (i) executive officers of either the Company or AAM with the title of “Vice President” or above ("the Executive Officer Participants") and (ii) certain other associates of either the Company or American Axle & Manufacturing, Inc. ("AAM") as determined by the Committee in its sole discretion from time to time (the "Associate Participants" and, together with the Executive Officer Participants, the "Participants").

Under the Plan, upon a termination of a Participant’s employment by the Company without Cause or a resignation by the Participant for Good Reason (each as defined in the Plan) within the two-year period commencing on the date of a Change in Control (as defined in the Plan), the Participant will be entitled to receive the following payments and benefits, in addition to any other accrued compensation and benefits:


•	A cash amount equal to the Participant’s base salary multiplied by the applicable severance multiple;


•	A cash amount equal to the Participant’s Reference Bonus multiplied by the applicable severance multiple;


•	Any unpaid annual bonus for any completed performance year immediately preceding the year of the Change in Control ("CIC");


•	If termination of employment occurs during the same year as the CIC, a prorated target annual bonus for the year of termination;


•	If termination of employment occurs in a year following the year of the CIC, the greater of the prorated target annual bonus for the year of termination or for the year in which the CIC occurs;


•	Continued participation in AAM’s medical benefit plans for two years following termination of employment, or, in certain cases, a cash amount equal to the value of the benefit continuation, subject to mitigation;


•	Reimbursement of outplacement service costs of up to $30,000 incurred within the 24-months following the Participant’s termination of employment; and


•	Reimbursement of legal fees incurred in the enforcement of the Participant’s rights in the event of a CIC, subject to repayment under certain conditions.

The applicable severance multiple for the Executive Officer Participants is 2 and the applicable severance multiple for the Associate Participants is 1.5.

This salary and benefit continuation is subject to the Participant’s execution and non-revocation of a general waiver and release of claims against the Company and the Participant’s continued compliance with the two-year non-competition provision of the Plan. This salary and benefit continuation is also subject to recoupment or clawback.

If any of the payments or benefits under the Plan are deemed to be parachute payments under Section 280G of the Internal Revenue Code, as amended (the “Code”), and be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, the payments or benefits will be reduced by the amount required to avoid the excise tax if the reduction would give the Participant a better after-tax result than if he received the full payments and benefits.

The foregoing summary of the Plan does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan, which is attached as Exhibit 10.2 and incorporated herein by reference.

Forms of Award Agreements under 2012 Omnibus Incentive Plan

On February 19, 2015, the Company updated its forms of award agreements for 2015 grants of equity incentives under the 2012 Omnibus Incentive Plan. The updated forms of award agreements for grants of restricted stock units and performance shares to executive officers require termination of employment following a CIC as a condition precedent to accelerated vesting of such awards ("double trigger" vesting). The updated forms of award agreements applicable to executive officers are attached as Exhibits 10.3, 10.4 and 10.5. The 2015 form of award agreement for grants of restricted stock units to non-employee directors is attached as Exhibit 10.6. The foregoing summary of certain provisions of the award agreements does not purport to be complete and is qualified in its entirety by reference to the forms of award agreements, which are attached hereto and incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits



Exhibit No.		Description

10.1		Amended and Restated Employment Agreement dated February 19, 2015 by and between the Company and David C. Dauch
10.2		AAM Executive Officer Change in Control Plan dated February 19, 2015
10.3		Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan
10.4		Form of Performance Share Award Agreement (EBITDA) for Executive Officers under the 2012 Omnibus Incentive Plan
10.5		Form of Restricted Stock Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan
10.6		Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2012 Omnibus Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.




		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Date:	February 19, 2015	By:	/s/ Michael K. Simonte
			Michael K. Simonte
			Executive Vice President & Chief Financial Officer (also in the capacity of Chief Accounting Officer)

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This AGREEMENT, dated as of February 19, 2015, by and between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “ Company ”), and David C. Dauch (the “ Executive ”), amends and restates in its entirety that certain Employment Agreement, between the Company and the Executive, dated September 27, 2013.

WHEREAS, the Executive currently serves as the President and Chief Executive Officer of the Company on an at-will basis; and

WHEREAS, the Company and the Executive desire to provide for the continued employment of the Executive on the terms and conditions set forth in this Agreement effective as of the date hereof;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Employment and Duties.

(a) General . Subject to the terms and conditions hereof, the Executive shall serve as President and Chief Executive Officer of the Company and will have the full powers, responsibilities and authorities customary for the president and chief executive officer of corporations of the size, type and nature of the Company. The Executive shall report solely to the Board of Directors of the Company (the “ Board ”). The Executive’s principal place of employment shall be the principal offices of the Company currently located in Detroit, Michigan, subject to such reasonable travel as the performance of his duties and the business of the Company may require.

(b) Exclusive Services . For so long as the Executive is employed by the Company, the Executive shall devote his full business working time to his duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful and good faith directions and instructions given to him by the Executive Chairman (or, if applicable, the Board) and shall use his best efforts to promote and serve the interests of the Company. Further, the Executive shall not, directly or indirectly, render material services to any other person or organization without the consent of the Board or otherwise engage in activities that would interfere significantly with the faithful performance of his duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on corporate, civic or charitable boards provided that, on and after the Effective Date hereof, the Executive provides the Board, in writing, with a list of such boards and receives the consent of the Board to serve on such boards and (ii) engage in charitable activities, provided that such activities do not contravene the first sentence of this Section 1(b).

2. Term . The Executive’s employment under this Agreement shall commence as of September 1, 2012 (the “ Effective Date ”) and shall terminate on the earlier of (i) the termination of the Executive’s employment under this Agreement or (ii) August 31, 2015; provided that upon a Change in Control (as defined in Section 5(d) of this Agreement) of the Company, the term of this Agreement shall be automatically extended until the date that is two years following the date on which the Change of Control is deemed to have occurred; provided, further, that the term of this Agreement shall be automatically extended for additional one-year terms unless written notice of either party’s intention not to extend has been given to the other party at least 60 days prior to the expiration of the then-effective term. The period from the Effective Date until the termination of the Executive’s employment under this Agreement, including, if applicable, any extension(s), is referred to herein as the “ Term .”

3. Compensation and Other Benefits . Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a) Base Salary . Effective January 1, 2015, the Company shall pay to the Executive an annual salary (the “ Base Salary ”) at the rate of $1,150,000, payable in substantially equal installments at such intervals as may be determined by the Company in accordance with its ordinary payroll practices as established from time to time. During the Term, the Compensation Committee of the Board shall review the Base Salary, not less often than annually, and may increase the Base Salary in its sole discretion.

(b) Annual Bonus . The Executive shall be entitled to participate in the annual incentive bonus plans applicable to executive officers of the Company in accordance with their terms as in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve. The initial target amount of the Executive’s annual bonus shall be 125% of his Base Salary. The Compensation Committee of the Board shall review the target amount not less than annually and may increase the target amount in its sole discretion.

(c) Restricted Stock Units . On the Effective Date the Executive shall receive an award of restricted stock units (“ Restricted Stock Units ”) with a grant date value of approximately $250,000 in accordance with the terms and conditions set forth in the Company’s 2012 Omnibus Incentive Plan (the “ Plan ”) and the Company’s standard form of Restricted Stock Unit Award Agreement applicable to senior executives.

(d) Cash Performance Units . On the Effective Date the Executive shall receive an award of cash performance units (“ Performance Units ”) with a target value of $250,000 in accordance with the terms and conditions set forth in the Plan and the Company’s standard form of Performance Unit Award Agreement applicable to senior executives.

(e) Long-Term Incentive Plan . The Executive shall be entitled to participate in the cash and equity long-term incentive plans applicable to executive officers of the Company in accordance with their terms as in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve. Effective January 1, 2015, the target amount of the Executive’s long-term incentive award shall be 375% of his Base Salary. The Compensation Committee of the Board shall review the target amount not less than annually and may increase, but not decrease, the target amount in its sole discretion.

(f) Benefit Plans . The Executive shall be entitled to participate, on the same basis and at the same level as generally available to other executive officers of the Company, in any group insurance, hospitalization, medical, health and accident, disability, deferred compensation and retirement plans and other plans or programs of the Company now existing or hereafter established in accordance with the terms of the plans, as in effect from time to time.

(g) Life Insurance . The Executive shall be entitled to executive-level life insurance in an amount equal to four times the Base Salary pursuant to the Company’s policy as in effect from time to time. The Executive shall also be eligible to participate in the Company’s personal umbrella life insurance program applicable to executive officers as in effect from time to time.

(h) Post Retirement Benefits . The Company shall provide the Executive and his eligible dependents with medical, dental and vision coverage upon his retirement from the Company. The terms of such coverage shall be substantially equivalent to the group medical, dental and vision plans offered to the Company’s salaried employees as of September 1, 2012.

(i) Savings and Retirement Plans . The Executive shall be entitled to participate in all savings and retirement plans applicable generally to other executive officers of the Company, in accordance with the terms of the plans, as may be amended from time to time, including, without limitation, the Amended and Restated American Axle & Manufacturing, Inc. Supplemental Executive Retirement Program.

(j) Expenses . The Company shall reimburse the Executive for reasonable travel and other business-related expenses incurred by the Executive in the fulfillment of his duties hereunder upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred.

(k) Vacation . The Executive shall be entitled to vacation time consistent with the applicable policies of the Company for other senior executives of the Company as in effect from time to time.

4. Termination of Employment . Subject to this Section 4, the Company shall have the right to terminate the Executive’s employment at any time, with or without Cause (as defined in Section 5 below), and the Executive shall have the right to terminate his employment at any time, with or without Good Reason (as defined in Section 5 below).

(a) Termination Due to Death or Disability . The Executive’s employment under this Agreement will terminate upon the Executive’s death and may be terminated by the Company upon not less than 30 days’ written notice to the Executive upon the Executive’s Disability (as defined in Section 5 below). In the event the Executive’s employment terminates as a result of the Executive’s death or Disability, the Company shall pay to the Executive (or his estate, as applicable) the Base Salary through and including the date of termination and any bonus earned, but unpaid, for the year prior to the year in which the Executive’s Separation from Service (as defined in Section 4(b) below) or death occurs notwithstanding anything to the contrary in an applicable plan or award document and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company (“ Other Accrued Compensation and Benefits ”), payable within 30 days of the Executive’s

Separation from Service by reason of death or Disability. The Executive shall have no further right to receive any other compensation or benefits after such termination of employment.

(b) Termination for Cause; Resignation Without Good Reason . If, prior to the expiration of the Term, the Executive incurs a “ Separation from Service ” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “ Code ”) by reason of the Company’s termination of the Executive’s employment for Cause (as defined in Section 5 below) or if the Executive resigns from his employment hereunder other than for Good Reason (as defined in Section 5 below), the Executive shall only be entitled to payment of his Other Accrued Compensation and Benefits, payable in accordance with Company policies and practices and in no event later than 30 days after the Executive’s Separation from Service. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment.

(c) Termination by the Company Without Cause or Resignation by the Executive for Good Reason Not in Connection with a Change in Control . If, prior to the expiration of the Term and not on or within two years after a Change in Control, either the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause, or the Executive resigns from his employment for Good Reason, the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(e), the Company shall (i) continue to pay the Executive the Base Salary (at the rate in effect on the date the Executive’s employment is terminated) in accordance with the Company’s ordinary payroll practices in effect from time to time for a period of two years commencing on the 60 ^th day following the Executive’s Separation from Service, (ii) provide the Executive with outplacement service consistent with those provided to executive officers of the Company in an amount up to $50,000 and (iii) provide the Executive and his eligible dependents with continued participation in the Company’s group medical plans applicable to other executive officers (as in effect from time to time) for a period of two years following the Executive’s Separation from Service or, in the event such participation is not permitted, a cash payment equal to the value of the benefit continuation, payable in three semi-annual installments beginning 60 days following the Executive’s Separation from Service. The Executive shall continue to be obligated to pay his share of premiums, deductibles and co-payments. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, any benefits provided under the Company’s group medical plans shall be secondary to the benefits provided under the group medical plans of the Executive’s new employer. The Executive agrees to promptly notify the Company in the event that he becomes eligible to participate in such other plans.

(d) Termination by the Company Without Cause or Resignation by the Executive for Good Reason On or Within Two Years After a Change in Control . If, prior to the expiration of the Term and on or within two years after a Change in Control, either the Executive incurs a Separation from Service by reason of the Company’s termination of the Executive’s employment without Cause, or the Executive resigns from his employment for Good Reason, the Executive shall receive the Other Accrued Compensation and Benefits and, subject to Section 4(e), the Company shall provide the Executive with the following:

(i) a cash amount equal to three times the Executive’s Base Salary (at the rate in effect on the date on which the Executive’s Separation from Service occurs);

(ii) a cash amount equal to three times the greater of (a) the target annual bonus amount for the year in which the Change in Control occurs; or (b) the target annual bonus amount for the year in which the Executive’s Separation from Service occurs;

(iii) (A) a prorated target annual bonus (as in effect as of the date on which the Change in Control is consummated) for the year of termination if the Separation from Service occurs during the calendar year in which the Change in Control occurs; or (B) the greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the Separation from Service occurs in a calendar year following the calendar year in which the Change in Control occurs;

(iv) outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the 24-month period immediately following the Executive’s Separation from Service, subject to a maximum amount of $50,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; and

(v) continued participation for the Executive and his eligible dependents in the Company’s medical, dental and vision plans, as in effect from time to time, at then‑existing participation and coverage levels, for a period of three years following the Executive’s Separation from Service or, in the event such participation is not permitted or advisable or the Company, in its sole discretion, elects, a cash payment equal (in the Company’s determination) to the value of the benefit continuation, payable in three annual installments beginning 60 days following the Executive’s Separation from Service.

The amounts payable pursuant to Sections 4(d)(i), (ii) and (iii) shall be paid to the Executive in accordance with the Company’s ordinary payroll practices in effect from time to time for a period of two years commencing on the 60 ^th day following the Executive’s Separation from Service; provided, that (x) any portion of these payments subject to the “short-term deferral” exception under Section 409A of the Code plus (y) an amount equal to two times the IRC Section 401(a)(17) limit for the applicable year (each of (x) and (y) determined as of the Separation from Service), shall be paid to the Executive in a cash lump sum on the 60 ^th day following the Executive’s Separation from Service; and provided further, that the balance of any payments then remaining shall be paid to the Executive commencing on March 15 of the year following the year in which the Executive’s Separation from Service occurred in accordance with the Company’s ordinary payroll practices in effect from time to time for the balance of the two-year period.

The Executive and his eligible dependents shall continue to be obligated to pay all premiums, deductibles and co-payments. In the event that the Executive obtains subsequent employment and is eligible to participate in the group medical plans of his new employer, any obligation to provide benefits under the Company’s medical, dental and vision plans or payment in lieu of such benefits shall immediately cease. The Executive agrees to promptly notify the Company in the event that he becomes eligible to participate in such other plans. Nothing in this Section 4(d) shall be construed to impair or reduce the Executive’s rights under COBRA or other applicable law.

Notwithstanding anything to the contrary in this Agreement, any termination without Cause that occurs prior to a Change in Control but which the Executive reasonably demonstrates (x) was at the request of a third party, or (y) arose in connection with or in anticipation of a Change in Control which actually occurs, shall constitute a termination without Cause occurring on such Change in Control for purposes of this Agreement.

Nothing in this Section 4(d) shall be construed to (i) alter or amend any vesting or other terms and conditions of any equity-based compensation awards under the Company’s equity incentive compensation plans (including, but not limited to, the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan or any successor plan), which shall be governed by the terms and conditions set forth in the equity incentive compensation plans and separate written grant agreements, or (ii) impair or reduce the Executive’s right to any other accrued but unpaid compensation or benefits or create a right or entitlement to any additional senior executive retirement benefit.

(e) Execution and Delivery of Release; Restrictive Covenants . The Company shall not be required to make the payments and provide the benefits provided for under Section 4(c) or Section 4(d) unless (i) the Executive executes and delivers to the Company, within 60 days following the Executive’s Separation from Service, a general waiver and release of claims substantially in the form attached hereto as Exhibit A and the release has become effective and irrevocable in its entirety and (ii) the Executive remains in material compliance with the restrictive covenants (the “ Restrictive Covenants ”) set forth in Sections 7 through 10 of this Agreement. Should the Executive revoke all or any portion of the release within any such revocation period, then the Executive will be treated hereunder as if he did not execute the release. The Executive’s failure or refusal to sign the release (or the revocation of such release in accordance with applicable laws) or the Executive’s failure to materially comply with the release or Restrictive Covenants shall result in (i) the forfeiture of the payments and benefits payable under Section 4(c) or Section 4(d) and (ii) the repayment by the Executive to the Company of any amounts previously paid to him pursuant to Section 4(c) or Section 4(d), as applicable. (For the avoidance of doubt, amounts payable pursuant to Section 4(c) or Section 4(d) are partial consideration for the Executive’s compliance with the Restrictive Covenants).

(f) Notice of Termination . Any termination of employment by the Company or the Executive shall be communicated by a written “ Notice of Termination ” to the other party hereto given in accordance with Section 26 of this Agreement, except that the Company may waive the requirement for such Notice of Termination by the Executive.

(g) Resignation from Directorships and Officerships . The termination of the Executive’s employment for any reason shall constitute the Executive’s resignation from (i) any director, officer or employee position the Executive has with the Company and (ii) all fiduciary positions (including as a trustee) the Executive may hold with respect to any employee benefit plans or trusts established by the Company. The Executive agrees that this Agreement shall serve as written notice of his resignation in this circumstance.

(h) Legal Fees . The Company shall pay all legal fees on a current basis as incurred by the Executive in connection with the Executive’s enforcement of his rights under Section 4(d); provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided , however , that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Executive’s claims were entirely without merit or frivolous, the Executive shall repay all legal fees paid by the Company on the Executive’s behalf.

5. Definitions.

(a) Cause . For purposes of this Agreement, “ Cause ” shall mean the termination of the Executive’s employment because of:

(i) any act or omission that constitutes a material breach by the Executive of his obligations under this Agreement;

(ii) the willful and continued failure or refusal of the Executive to perform the duties reasonably required of him as the President and Chief Executive Officer of the Company;

(iii) the Executive’s conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or otherwise impairs or impedes its operations;

(iv) the Executive’s engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company or any of its subsidiaries or affiliates;

(v) the Executive’s material breach of a Restrictive Covenant or any material written policy of the Company or any of its subsidiaries or affiliates;

(vi) the Executive’s refusal to follow the directions of the Board; or

(vii) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates;

provided , however , that no event or condition described in clauses (i), (ii) and (iv) through (vii) shall constitute Cause unless (x) the Company first gives the Executive 45 days written notice of its intention to terminate his employment for Cause and the grounds for such termination, (y) such grounds for termination (if susceptible to correction) are not corrected by the Executive within 30 days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such 30-day period, the Executive has not taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and (z) the Company actually terminates the Executive’s employment with the Company within 30 days following the expiration of the 30 day cure period; provided, further, that no act or omission on the Executive’s part shall be considered “willful” if it is done by him in good faith and with a reasonable belief that Executive’s conduct was lawful and in the best interest of the Company. If the Executive cures the conduct that is the basis for the potential termination for Cause within such 30-day period, the Company’s notice of termination shall be deemed withdrawn.

(b) Disability . For purposes of this Agreement, “ Disability ” shall be defined in the same manner as such term or a similar term is defined in the Company long-term disability plan applicable to the Executive.

(c) Good Reason . For purposes of this Agreement, “ Good Reason ” shall mean the termination of employment by the Executive because of the occurrence of any of the following events without the Executive’s prior written consent:

(i) a material decrease in the Executive’s compensation or a failure by the Company to pay material compensation in connection with his employment;

(ii) a material diminution of the responsibilities, positions, authority or titles or reporting responsibilities of the Executive from those set forth in this Agreement (other than solely as a result of the Company ceasing to be a publicly-traded company);

(iii) the Company requiring the Executive to be based at any office or location more than 50 miles from Detroit, Michigan; or

(iv) a material breach by the Company of any term of this Agreement;

provided , however , that no event or condition described in clauses (i) through (iv) shall constitute Good Reason unless (x) the Executive gives the Company (A) 45 days advance notice of termination in writing and (B) written notice of the grounds for such termination within 90 days of the Executive first becoming aware of the event giving rise to Good Reason (such notice shall describe the conduct that is the basis for the potential termination for Good Reason), (y) such grounds for termination (if susceptible to correction) are not corrected by the Company within 30 days of its receipt of such notice (or, in the event that such grounds cannot be corrected within such 30-day period, the Company has not taken all reasonable steps within such 30-day period to correct such grounds as promptly as practicable thereafter) and (z) the Executive actually terminates his employment with the Company within 30 days following the expiration of the 30 day cure period. If the Company cures the conduct that is the basis for the potential termination for Good Reason within such 30 day period, the Executive’s notice of termination shall be deemed withdrawn. If the Executive does not give notice to the Company as described in this Section 5(c), the Executive’s right to claim Good Reason termination on the basis of such event shall be deemed waived. Notwithstanding the above, it shall not be an event of Good Reason for the Company to establish, maintain or modify any compensation recovery, clawback or similar policies generally applicable to senior executives of the Company or to subject any amounts payable to the Executive to such policies as then in effect.

(d) Change in Control : For purposes of this Agreement, “Change in Control” means any one of the following:

(i) any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company or a wholly‑owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business);

(ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;

(iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

For purposes of this Agreement, a Change in Control shall be deemed to have occurred on the date the Change in Control is consummated.

6. Limitations on Severance Payment and Other Payments or Benefits .

(a) Payments . Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company or its affiliates (in the aggregate, “ Total Payments ”), would constitute an “excess parachute payment” and would, but for this Section 6, result in the imposition on the Executive of an excise tax under Code Section 4999, then the Total Payments to be made to the Executive shall either be (i) delivered in full, or (ii) delivered in the greatest amount such that no portion of such Total Payment would be subject to the Excise Tax, whichever of the foregoing results in the receipt by the Executive of the greatest benefit on an after-tax basis (taking into account the Executive’s actual marginal rate of federal, state and local income taxation and the Excise Tax).

(b) Determinations . Within thirty (30) days following the Executive’s termination of employment or notice by one party to the other of its belief that there is a payment or benefit due the Executive that will result in an excess parachute payment, the Company, at the Company’s expense, shall select a nationally recognized certified public accounting firm (which may be the Company’s independent auditors) (“ Accounting Firm ”) reasonably acceptable to the Executive, to determine (i) the Base Amount (as defined below), (ii) the amount and present value of the Total Payments, (iii) the amount and present value of any excess parachute payments determined without regard to any reduction of Total Payments pursuant to Section 6(a), and (iv) the net after-tax proceeds to the Executive, taking into account the tax imposed under Code Section 4999 if (x) the Total Payments were reduced in accordance with Section 6(a) or (y) the Total Payments were not so reduced. If the Accounting Firm determines that Section 6(a)(ii) above applies, then the Total Payments hereunder or any other payment or benefit determined by such Accounting Firm to be includable in Total Payments shall be reduced or eliminated so that there will be no excess parachute payment. In such event, payments or benefits included in the Total Payments shall be reduced or eliminated by applying the following principles, in order: (1) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (2) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the Total Payments (on the basis of the relative present value of the parachute payments).

(c) Definitions and Assumptions . For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Accounting Firm, the value of any noncash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4) and (v) the Executive shall be deemed to pay federal income tax and employment taxes at his actual marginal rate of federal income and employment taxation, and state and local income taxes at his actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 6(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The Restrictive Covenants have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the parties intend that an amount equal to at least the highest Base Salary during the 12 month period immediately prior to his termination of employment shall be in

consideration of the Restrictive Covenants. The Accounting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Accounting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

7. Confidentiality .

(a) Confidential Information . (i) The Executive agrees that he will not at any time, except with the prior written consent of the Company or any of its subsidiaries or affiliates (collectively, the “ Company Group ”) or, to the extent permitted pursuant to Section 7(a)(ii). as required by law, directly or indirectly, reveal, divulge or disclose to any person, entity or other organization (other than any member of the Company Group or its respective employees, officers, directors, shareholders or agents) or use for the Executive’s own benefit any information deemed to be confidential by any member of the Company Group (“ Confidential Information ”) relating to the assets, liabilities, employees, goodwill, business or affairs of any member of the Company Group, including, without limitation, any information concerning customers, business plans, marketing data, or other confidential information known to the Executive by reason of the Executive’s employment by, shareholdings in or other association with any member of the Company Group; provided that such Confidential Information does not include any information which (A) is available to the general public or is generally available within the relevant business or industry other than as a result of the Executive’s action or (B) is or becomes available to the Executive after his Separation from Service on a non-confidential basis from a third-party source provided that such third-party source is not bound by a confidentiality agreement or any other obligation of confidentiality. Confidential Information may be in any medium or form, including, without limitation, physical documents, electronic files or disks, videotapes, audiotapes, and oral communications.

(ii) In the event that the Executive becomes legally compelled to disclose any Confidential Information, the Executive shall provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Executive shall furnish only that portion of such Confidential Information or take only such action as is legally required by binding order and shall exercise his reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded any such Confidential Information. The Company shall promptly pay (upon receipt of invoices and any other documentation as may be requested by the Company) all reasonable expenses and fees incurred by the Executive, including attorneys’ fees, in connection with his compliance with the immediately preceding sentence.

(b) Exclusive Property . The Executive confirms that all Confidential Information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company Group shall be and remain the property of the Company Group. Upon the request and at the expense of the Company Group, the Executive shall promptly make all disclosures, execute all instruments and papers and perform all acts reasonably necessary to vest and confirm in the Company Group, fully and completely, all rights created or contemplated by this Section 7.

8. Non-Competition . The Executive agrees that during his employment with the Company and for a period of two years commencing on the Executive’s Separation from Service (the “ Restricted Period ”), the Executive shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other

business organization, carry on a business competitive with the Company in any geographic area in which the Company Group has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided , however , that nothing herein shall limit the Executive’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

9. Non-Solicitation . The Executive agrees that, during his employment and for the Restricted Period, the Executive shall not, directly or indirectly, other than in connection with the proper performance of his duties in his capacity as an executive of the Company, (a) interfere with or attempt to interfere with any relationship between the Company Group and any of its employees, consultants, independent contractors, agents or representatives, (b) employ, hire or otherwise engage, or attempt to employ, hire or otherwise engage, any current or former employee, consultant, independent contractor, agent or representative of the Company Group in a business competitive with the Company Group or (c) induce or attempt to induce any customer, client, supplier, licensee or other business relation of any member of the Company Group to cease doing business with any member of the Company Group, or in any way interfere with the relationship between any member of the Company Group and any customer, client, supplier, licensee or other business relation of any member of the Company Group. As used herein, the term “indirectly” shall include, without limitation, the Executive’s permitting the use of the Executive’s name by any competitor of any member of the Company Group to induce or interfere with any employee or business relationship of any member of the Company Group.

10. Assignment of Developments .

(a) The Executive acknowledges that all developments, including, without limitation, the creation of new products, conferences, training/seminars, publications, programs, methods of organizing information, inventions, discoveries, concepts, ideas, improvements, patents, trademarks, trade names, copyrights, trade secrets, designs, works, reports, computer software or systems, flow charts, diagrams, procedures, data, documentation and writings and applications thereof, relating to the business or future business of the Company that the Executive, alone or jointly with others, has discovered, suggested, conceived, created, made, developed, reduced to practice, or acquired during the Executive’s employment with or as a result of the Executive’s employment with the Company (collectively, “ Developments ”) are works made for hire and shall remain the sole and exclusive property of the Company, free of any reserved or other rights of any kind on the Executive’s part. The Executive hereby assigns to the Company all of his rights, titles and interest in and to all such Developments, if any. The Executive agrees to disclose to the Company promptly and fully all future Developments and, at any time upon request and at the expense of the Company, to execute, acknowledge and deliver to the Company all instruments that the Company shall prepare, to give evidence and to take any and all other actions (including, among other things, the execution and delivery under oath of patent or copyright applications and instruments of assignment) that are necessary or desirable in the reasonable opinion of the Company to enable the Company to file and prosecute applications for, and to acquire, maintain and enforce, all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary by the Company. All data, memoranda, notes, lists, drawings, records, files, investor and client/customer lists, supplier lists and other documentation (and all copies thereof) made or compiled by the Executive or made available to the Executive concerning the Developments or otherwise concerning the past, present or planned business of the Company are the property of the Company, and will be delivered to the Company immediately upon the termination of the Executive’s employment with the Company.

(b) If a patent application or copyright registration is filed by the Executive or on the Executive’s behalf during the Executive’s employment with the Company or within one year after the Executive’s leaving the Company’s employ, describing a Development within the scope of the Executive’s work for the Company or which otherwise relates to a portion of the business of the Company of which the Executive had knowledge during the Executive’s employment with the Company, it is to be conclusively presumed that the Development was conceived by the Executive during the period of such employment.

11. Certain Remedies .

(a) Injunctive Relief . Without intending to limit the remedies available to the Company Group, the Executive agrees that a breach of any of the covenants contained in Sections 7 through 10 of this Agreement may result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, any member of the Company Group shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining the Executive from engaging in activities prohibited by the covenants contained in Sections 7 through 10 of this Agreement or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court shall be available to the Company Group in lieu of, or prior to or pending determination in, any arbitration proceeding.

(b) Extension of Restricted Period . In addition to the remedies the Company may seek and obtain pursuant to this Section 11, the Restricted Period shall be extended by any and all periods during which the Executive shall be found by a court or arbitrator possessing personal jurisdiction over him to have been in violation of the covenants contained in Sections 8 and 9 of this Agreement.

12. Defense of Claims . The Executive agrees that, during the Term, and for a period of two years after termination of the Executive’s employment, upon request from the Company, the Executive will cooperate with the Company in the defense of any claims or actions that may be made by or against the Company that affect the Executive’s prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Company in such claim or action. The Company agrees to promptly reimburse the Executive for all of the Executive’s reasonable travel and other direct expenses incurred, or to be reasonably incurred, to comply with the Executive’s obligations under this Section 12.

13. Recovery of Compensation . All payments and benefits provided under this Agreement shall be subject to any compensation recovery, clawback or similar policy as required under law or adopted by the Company from time to time.

14. Section 409A of the Code .

(a) General . This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. It is intended that the terms “termination” and “termination of employment” as used herein shall constitute a “Separation from Service” within the meaning of Section 409A of the Code.

(b) Deferred Compensation . Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the “deferral of compensation” within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following:

(i) If the Executive is a “Specified Employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive’s “Separation from Service” within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no such payment shall be made or commence during the period beginning on the date of the Executive’s Separation from Service and ending on the date that is six months following the Executive’s Separation from Service or, if earlier, on the date of the Executive’s death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth day of the first full calendar month following the end of the period.

(ii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. No reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. Except as permitted by Section 409A, the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(iii) The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A of the Code, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the requirements of Section 409A of the Code. It is understood that each installment is a separate and distinct payment from all other such payments for purposes of Section 409A of the Code, and that the timing of payment is within the control of the Company and in no event may the Executive be permitted to control the year in which any payment occurs.

(iv) The provisions of this Section 14 shall apply notwithstanding any provisions of this Agreement related to the timing of payments following the Executive’s termination or resignation of employment.

15. Source of Payments . All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

16. Compensation Recoupment . All payments and benefits paid or payable pursuant to this Agreement or any plan, program or arrangement in which the Executive participates shall be subject to any compensation recoupment, clawback or similar policies generally applicable to executive officers of the Company as required by law or as in effect from time to time. The Company shall make any determination for clawback or recoupment in its sole discretion and in accordance with any such policy and applicable law or regulation.

17. Arbitration . Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutually resolved by the parties to this Agreement shall be settled exclusively by arbitration in Detroit, Michigan in accordance with the commercial rules of the American Arbitration Association before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by the Executive, or if such two individuals cannot agree on the selection of the arbitrator, who shall be selected by the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereon.

18. Nonassignability; Binding Agreement .

(a) By the Executive . This Agreement and any and all rights, duties, obligations or interests hereunder shall not be assignable or delegable by the Executive.

(b) By the Company . This Agreement and all of the Company’s rights and obligations hereunder shall not be assignable by the Company except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Company’s assets. If the Company shall be merged or consolidated with another entity, the provisions of this Agreement shall be binding upon and inure to the benefit of the entity surviving such merger or resulting from such consolidation. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner that the Company would be required to perform it if no such succession had occurred. The provisions of this paragraph shall continue to apply to each subsequent employer of the Executive hereunder in the event of any subsequent merger, consolidation, transfer of assets of such subsequent employer or otherwise.

(c) Binding Effect . This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Company and the Executive’s heirs and the personal representatives of the Executive’s estate.

19. Withholding . Any payments made or benefits provided to the Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

20. Amendment; Waiver . This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

21. Governing Law . All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in accordance with, the laws of the State of Michigan applicable to contracts executed in and to be performed in that State.

22. Survival of Certain Provisions; Severability . The rights and obligations set forth in this Agreement that, by their terms, extend beyond the Term shall survive the Term. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not alter the validity or enforceability of the other provisions hereof.

23. Entire Agreement; Supersedes Previous Agreements . This Agreement contains the entire agreement and understanding of the parties hereto with respect to the matters covered herein, and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

24. Counterparts . This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

25. Headings . The headings of sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.

26. Notices . All notices or communications hereunder shall be in writing, addressed as follows:

To the Company:

One Dauch Drive

Detroit, Michigan 48211-1198

Attn: Vice President, Human Resources

To the Executive:

To the address of the Executive as reflected on the books and records of the Company

All such notices shall be conclusively deemed to be received and shall be effective (i) if sent by personal delivery, upon receipt or (ii) if sent by electronic mail or facsimile, upon receipt by the sender of confirmation of such transmission; provided , however , that any electronic mail or facsimile will be deemed received and effective only if followed, within 48 hours, by a hard copy sent by certified United States mail.

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its officer pursuant to the authority of its Board, and the Executive has executed this Agreement, as of the day and year first written above.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.


By:	/s/ Terri M. Kemp

Terri M. Kemp

Vice President, Human Resources

EXECUTIVE


By:	/s/ David C. Dauch

David C. Dauch

President and Chief Executive Officer

EXHIBIT A

FORM OF WAIVER AND MUTUAL RELEASE

This Waiver and Mutual Release, dated as of _____________, (this “ Release ”) by and between David C. Dauch (the “ Executive ”) and American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “ Company ”).

WHEREAS, the Executive and the Company are parties to an Employment Agreement, dated [________], 2015 (the “ Employment Agreement ”), which provided for the Executive’s employment on the terms and conditions specified therein; and

WHEREAS, pursuant to Section 4(e) of the Employment Agreement, the Executive has agreed to execute and deliver a release and waiver of claims of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon his termination of employment with the Company effective as of _____________ (the “ Termination Date ”).

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received in accordance with the terms of the Employment Agreement, the Executive and the Company agree as follows:

1. Return of Property . On or prior to the Termination Date, the Executive represents and warrants that he will return all property made available to him in connection with his service to the Company, including, without limitation, credit cards, any and all records, manuals, reports, papers and documents kept or made by the Executive in connection with his employment as an officer or employee of the Company and its subsidiaries and affiliates, all computer hardware or software, cellular phones, files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards.

2. Executive Release .

(a) In consideration of the payments and benefits provided to the Executive under the Employment Agreement and after consultation with counsel, the Executive and each of the Executive’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “ Executive Parties ”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“ Company Parties ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “ Claims ”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Executive Parties may have, or in the future may possess, arising out of (i) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided , however , that the Executive does not release, discharge or waive (w) any rights to payments and benefits provided under the Employment Agreement that are contingent upon the execution by the Executive of this Release, (x) any right the Executive may have to enforce this Release or the Employment Agreement, (y) the Executive’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he incurred or might incur as an employee, officer or director of the Company, or (z) any claims for accrued,

vested benefits under any long-term incentive, employee benefit or retirement plan of the Company subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, as amended. This Section 2(a) does not apply to any Claims that the Executive Parties may have as of the date the Executive signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ ADEA ”). Claims arising under ADEA are addressed in Section 2(b) of this Release.

(b) Executive’s Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Executive under the Employment Agreement, the Executive Parties hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Executive Parties may have as of the date the Executive signs this Release arising under ADEA. By signing this Release, the Executive hereby acknowledges and confirms the following: (i) the Executive was advised by the Company in connection with his termination to consult with an attorney of his choice prior to signing this Release and to have such attorney explain to the Executive the terms of this Release, including, without limitation, the terms relating to the Executive’s release of claims arising under ADEA, and the Executive has in fact consulted with an attorney; (ii) the Executive was given a period of not fewer than [21][45 , to the extent required by ADEA. ] days to consider the terms of this Release and to consult with an attorney of his choosing with respect thereto; and (iii) the Executive knowingly and voluntarily accepts the terms of this Release. The Executive also understands that he has seven days following the date on which he signs this Release (the “ Revocation Period ”) within which to revoke the release contained in this paragraph, by providing the Company a written notice of his revocation of the release and waiver contained in this paragraph. No such revocation by the Executive shall be effective unless it is in writing and signed by the Executive and received by the Company prior to the expiration of the Revocation Period.

3. Company Release . The Company, for itself and on behalf of the Company Parties, hereby irrevocably and unconditionally releases and forever discharges the Executive Parties from any and all Claims, including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (a) the Executive’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (b) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, excepting any Claim which would constitute or result from conduct by the Executive that would constitute a crime under applicable state or federal law; provided , however , notwithstanding the generality of the foregoing, nothing herein shall be deemed to release the Executive Parties from (x) any rights or claims of the Company arising out of or attributable to (A) the Executive’s actions or omissions involving or arising from fraud, deceit, theft or intentional or grossly negligent violations of law, rule or statute while employed by the Company and (B) the Executive’s actions or omissions taken or not taken in bad faith with respect to the Company; and (y) the Executive or any other Executive Party’s obligations under this Release or the Employment Agreement.

4. No Assignment . The parties represent and warrant that they have not assigned any of the Claims being released under this Release.

5. Proceedings .

(a) General Agreement Relating to Proceedings . The parties represent and warrant that they have not filed, and they agree not to initiate or cause to be initiated on their behalf, any complaint, charge, or claim against the other party before any local, state or federal agency, court or other body relating to the Executive’s employment or the termination thereof, other than with respect to any claim

that is not released hereunder including with respect to the obligations of the Company to the Executive and the Executive to the Company under the Employment Agreement (each, individually, a “ Proceeding ”), and each party agrees not to participate voluntarily in any Proceeding. The parties waive any right they may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

(b) Proceedings Under ADEA . Section 5(a) shall not preclude the Executive from filing any complaint, charge or claim challenging the validity of the Executive’s waiver of Claims arising under ADEA (which is set forth in Section 2(b) of this Release). However, both the Executive and the Company confirm their belief that the Executive’s waiver of claims under ADEA is valid and enforceable, and that their intention is that all claims under ADEA will be waived.

(c) Certain Administrative Proceedings . In addition, Section 5(a) shall not preclude the Executive from filing a charge with or participating in any administrative investigation or proceeding by the Equal Employment Opportunity Commission or another Fair Employment Practices agency. The Executive is, however, waiving his right to recover money in connection with any such charge or investigation. The Executive is also waiving his right to recover money in connection with any charge filed by any other entity or individual, or by any federal, state or local agency.

6. Remedies .

(a) Each of the parties understands that by entering into this Release such party will be limiting the availability of certain remedies that such party may have against the other party and such party’s ability to pursue certain claims against the other party.

(b) Each of the parties acknowledges and agrees that the remedy at law available to such party for breach of any of the obligations under this Release would be inadequate and that damages flowing from such a breach may not readily be susceptible to being measured in monetary terms. Accordingly, each of the parties acknowledges, consents and agrees that, in addition to any other rights or remedies that such party may have at law or in equity, such party shall be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or security, restraining the other party from breaching its obligations under this Release. Such injunctive relief in any court shall be available to the relevant party, in lieu of, or prior to or pending determination in, any arbitration proceeding.

7. Cooperation . From and after the Termination Date, the Executive shall cooperate in all reasonable respects with the Company, its affiliates and subsidiaries and their respective directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving the Company or any of its affiliates or subsidiaries, including any such action, proceeding, investigation or litigation in which the Executive is called to testify.

8. Unfavorable Comments .

(a) Public Comments by the Executive . The Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Company, its affiliates or subsidiaries or any of their current or former directors, officers, employees or shareholders, or (ii) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company or any of its affiliates or subsidiaries.

(b) Public Comments by the Company . The Company agrees to instruct its directors and employees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Executive, or (ii) any other comment that could reasonably be expected to be detrimental to the Executive’s business or financial prospects or reputation.

9. Severability Clause . In the event any provision or part of this Release is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Release, will be inoperative.

10. Non-admission . Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or the Executive.

11. Governing Law . All matters affecting this Release, including the validity thereof, are to be governed by, and interpreted and construed in accordance with, the laws of the State of Michigan applicable to contracts executed in and to be performed in that State.

12. Arbitration . Any dispute or controversy arising under or in connection with this Release shall be resolved in accordance with Section 17 of the Employment Agreement.

13. Notices . All notices or communications hereunder shall be made in accordance with Section 26 of the Employment Agreement:

THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE, THAT HE HAS REVIEWED IT WITH AND OBTAINED THE ADVICE OF COUNSEL AND THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL.

IN WITNESS WHEREOF, the parties have executed this Release as of the date first set forth above.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

By:

EXECUTIVE

By:

DAVID C. DAUCH

AAM Executive Officer Change in Control Plan

Purpose . The purpose of the AAM Executive Officer Change in Control Plan (the “ Plan ” ) is to provide selected executive officers and certain other associates as determined by the Administrator in its sole discretion from time to time of either the Company or AAM with the opportunity to receive severance protections in connection with a Change in Control of the Company (each as defined below). The purpose of the Plan is to attract and retain talent and to assure the present and future continuity, objectivity and dedication of management in the event of any Change in Control to maximize the value of the Company on a Change in Control.


2.	Definitions . For purposes of this Plan, the following words and phrases have the meanings specified below:

2.1 “ AAM ” means American Axle & Manufacturing, Inc., and any successor.

2.2 "Accountants ” has the meaning set forth in Section 8.2.

2.3 “ Administrator ” has the meaning set forth in Section 3.

2.4 “ Benefit Continuation ” has the meaning set forth in Section 6.2.


2.5	“ Base Salary ” means the greater of the highest rate of annual base salary paid to the Participant by AAM during either (a) the twelve (12)-month period preceding the Participant’s date of termination or (b) the twelve (12)-month period preceding the Change in Control Date.

2.6 “ Board ” means the Board of Directors of the Company.

2.7 “ Cause ” means any one or more of the following:


(a)	the Participant’s willful and continued failure or refusal to perform the duties reasonably required of him or her as an executive officer of the Company or AAM;


(b)	the Participant’s conviction of, or plea of nolo contendere to (i) any felony or (ii) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or its Subsidiaries or affiliates or otherwise impairs or impedes its operations;


(c)	the Participant's engaging in any willful misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the Company or its Subsidiaries or affiliates;


(d)	the Participant’s material breach of any applicable employment agreement, any restrictive covenant or any material written policy of the Company or its Subsidiaries or affiliates;


(e)	the Participant’s material failure to comply with any material applicable laws and regulations or professional standards relating to the business of the Company or its Subsidiaries or affiliates; or


(f)	any other misconduct by the Participant that is injurious to the financial condition or business reputation of the Company or its Subsidiaries or affiliates;

provided , however , that with respect to clauses (a), (c), (d), (e) and (f) the Company must notify the Participant of the conduct that is the basis for the potential Cause termination in writing within forty-five (45) days of its initial existence and the Participant shall have thirty (30) days to cure such conduct, to the extent it can be cured, to prevent a termination for Cause by the Company. If the Participant cures the conduct that is the basis for the potential termination for Cause within such thirty (30) day period, the Company’s notice of termination shall be deemed withdrawn.

2.8 “ Change in Control ” means any one of the following:

(a)

any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business);

(b)

as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction;

(c)

during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; or


(d)	the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

2.9 “ Change in Control Date ” means the date on which a Change in Control is consummated.

2.10 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any successor

thereto.

2.11 “ Committee ” means the Compensation Committee of the Board.

2.12 “ Company ” means American Axle & Manufacturing Holdings, Inc., and any successor.

2.13 “ Covered Payments ” has the meaning set forth in Section 8.1.

2.14 “ Date of Separation ” means, with respect to a Participant, the date on which a Participant

incurs a termination of employment.

2.15 “ Effective Date ” has the meaning set forth in Section 16.

2.16 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to

time, or any successor act thereto.

2.17 “ Excise Tax ” has the meaning set forth in Section 8.1.

2.18 “ Good Reason ” means any one or more of the following actions or omissions:


(a)	any material reduction in a Participant’s position, authority, duties or responsibilities following the Change in Control as compared to such level immediately prior to the Change in Control;


(b)	any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control; or


(c)	the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant performed such duties prior to the Change in Control;

provided , however , that the Participant must provide the Company with (a) forty-five (45) days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within ninety (90) days of its initial existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company as described in this Section 2.11 within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

2.19 “ Participant ” has the meaning set forth in Section 4.

2.20 “ Payment Date ” has the meaning set forth in Section 6.1.

2.21 “ Person ” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and

used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d)

thereof

2.22 “ Plan ” means this AAM Executive Officer Change in Control Plan, as described in this

document and as amended from time to time.

2.23 “ Qualifying Event ” means the termination of a Participant’s employment with the

Company or any Subsidiary occurring within the two (2)-year period commencing on the

Change in Control Date by reason of either (i) a termination of the Participant’s

employment by the Company or a Subsidiary without Cause or (ii) a resignation by the

Participant for Good Reason.

2.24 “ Reference Bonus ” means the greater of (a) the target annual bonus amount for the year in

which the Change in Control occurs; or (b) the target annual bonus amount for the year in

which the Participant’s termination of employment occurs.

2.25 “ Release ” has the meaning set forth in Section 7.

2.26 “ Severance Multiple ” means the number applicable to a Participant’s position as set forth

on Exhibit A, as amended from time to time.

2.27 “ Subsidiary ” means any Person (other than the Company) of which 50% or more of its

voting power or its equity securities or equity interest is owned directly or indirectly by the

Company.

Administration . The Plan shall be administered by the Committee (the “ Administrator ” ). Subject to the provisions of the Plan, the Administrator shall have exclusive authority to interpret and administer the Plan, to establish, amend and rescind appropriate rules and regulations relating to the Plan, to delegate some or all of its authority under the Plan to the extent permitted by law, and to take all such steps and make all such determinations in connection with the Plan and the benefits granted pursuant to the Plan as it may deem necessary or advisable. Any decision of the Administrator in the interpretation and administration of the Plan, as described herein, shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

Eligibility . The participants under the Plan shall be limited to (i) executive officers of either the Company or AAM having the title of Vice President and above, other than those executive officers who have an employment agreement or other separate arrangement providing for severance on or following a change in control event (the “ Executive Officer Participants ” ) and (ii) certain other associates of either the Company or AAM as determined by the Administrator in its sole discretion from time to time (the “ Associate Participants ” and, together with the Executive Officer Participants, the “ Participants ” ). Individuals who qualify under the definition of Executive Officer Participant under this Section 4 shall automatically, without any independent action by the Administrator, become eligible to and shall participate in the Plan as Participants as of such date. Prior to a Change in Control, in the event that an individual no longer meets the definition of Executive Officer Participant, he or she shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to designate such individual as an Associate Participant. The Administrator from time to time in its sole discretion shall select and notify any associates of either the Company or AAM who will participate as Participants in the Plan. Individuals who are designated by the Administrator as Associate Participants in accordance with this Section 4 and who, prior to a Change in Control, undergo a change in title or job grade other than for reason of a promotion shall automatically, without any independent action by the Administrator, no longer be eligible to participate in the Plan and such individual’s participation shall automatically, without any independent action by the Administrator, be terminated as of such date, subject to Section 14 of this Plan; provided, that for the avoidance of doubt, the Administrator may in its sole discretion elect to treat any such individual differently in accordance with the terms of the Plan.

No Effect on Equity Awards . This Plan does not alter or amend any vesting or other terms and conditions of any equity-based compensation awards under the Company’s equity incentive compensation plans (including, but not limited to, the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan or any successor plan), which shall be governed by the terms and conditions set forth in the equity incentive compensation plans and separate written grant agreements.


6.	Change in Control Severance Benefits .

6.1 Upon a Qualifying Event, subject to the provisions of the Plan, the Participant shall receive

the following benefits:


(a)	A cash amount equal to the participant’s Base Salary multiplied by the applicable Severance Multiple;


(b)	A cash amount equal to the Participant’s Reference Bonus multiplied by the applicable Severance Multiple;


(c)	Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the contrary in an applicable plan or award document; and


(d)


(i)	A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination if the termination of employment occurs during the calendar year in which the Change in Control occurs; or


(ii)	The greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs.

The amounts payable pursuant to Sections 6.1(a), (b), (c) and (d) shall be made in a cash lump sum on the 60 ^th day following the Date of Separation (the “ Payment Date ” ), provided that the Participant executes the Release and the Release becomes effective and irrevocable in its entirety prior to such date. If the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation, the Company shall have no obligation to make any payments or provide benefits pursuant to this Plan.

6.2

Benefits Payment . In addition, upon a Qualifying Event, the Participant (and his or her eligible dependents) shall be entitled to continued participation in AAM’s medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant’s termination of employment (the “ Benefit Continuation ” ). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, in lieu of Benefit Continuation, the Company shall pay to the Participant an amount (in the Company’s determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant's rights under COBRA or other applicable law.

6.3

Outplacement Services . In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant’s termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60 ^th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law.


6.4	General . Nothing in this Section 6 shall be construed to impair or reduce a Participant’s right to any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit.

6.5

Legal Fees . The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant’s enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided , however , that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant’s claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant’s behalf.


7.	Release and Restrictive Covenant .

7.1

Release. A Participant shall only be entitled to receive the payments and benefits pursuant to Section 6 if he or she shall have executed and delivered (and not revoked) a release of claims against the Company (and its officers, directors, employees, affiliates, stockholders, etc.) substantially in the form attached hereto as Exhibit B (the “ Release ” ), and such Release is in full force and effect by the 60 ^th day following the Date of Separation. Should the Participant revoke all or any portion of the Release within any such revocation period, then the Participant will be treated hereunder as if he or she did not execute the Release.

7.2

Restrictive Covenant. For a period of two (2) years commencing upon a termination of a Participant’s employment either by (i) the Company without Cause or (ii) a resignation by the Participant for Good Reason, during the two (2)-year period commencing on the Change in Control Date (the “ Restricted Period ”), the Participant shall not, without the prior written consent of the Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, corporation or other business organization, carry on a business competitive with the Company in any geographic area in which the Company or any of its subsidiaries or affiliates (collectively, the “ Company Group ”) has engaged in business, or is reasonably expected to engage in business during such Restricted Period (including, without limitation, any area in which any customer of the Company Group may be located); provided, however, that nothing herein shall limit the Participant’s right to own not more than 1% of any of the debt or equity securities of any business organization that is then filing reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Exchange Act (the “ Restrictive Covenant ” ). (For the avoidance of doubt, amounts payable pursuant to Section 6.1 are partial consideration for the Participant’s compliance with this Restrictive Covenant).


7.3	Breach . If a Participant breaches any provision of the Release or the Restrictive Covenant, the Administrator may determine that the Participant (i) will forfeit any unpaid portion of the payments provided pursuant to this Plan and (ii) will repay to the Company any amounts previously paid to him or her pursuant to this Plan.


8.	Section 280G .

8.1

Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise ( “ Covered Payments ” ) constitute parachute payments within the meaning of Section 280G of the Code and would, but for this Section 8 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “ Excise Tax ” ), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Participant’s receipt on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code.

8.2

Any determination required under this Section 8 shall be made in writing in good faith by the accounting firm that was the Company's independent auditor immediately before the Change in Control (the “ Accountants ” ). The Company and the Participant shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall be responsible for all fees and expenses of the Accountants.

Section 409A . Notwithstanding anything to the contrary contained in this Plan, the payments and benefits provided under this Plan are intended to comply with or be exempt from Section 409A of the Code, and the provisions of this Plan shall be interpreted or construed consistently with that intent. The Administrator may modify the payments and benefits under this Plan at any time solely as necessary to avoid adverse tax consequences under Section 409A; provided , however , that this Section 9 shall not create any obligation on the part of the Administrator to make such modifications or take any other action.


9.1	It is intended that the terms “termination” and “termination of employment” as used herein shall constitute a “separation from service” within the meaning of Section 409A.


9.2	Anything in the Plan to the contrary notwithstanding, each payment of compensation made to a Participant shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A.


9.3	In no event may a Participant be permitted to control the year in which any payment occurs.

9.4

Anything in the Plan to the contrary notwithstanding, if a Participant is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of the Participant’s termination of employment, then any payment or benefit which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that the Participant is entitled to receive upon the Participant’s termination of employment and

which otherwise would be payable during the six-month period immediately following the Participant’s termination of employment will instead be paid or made available on the first day of the seventh month following the Participant’s termination of employment (or, if earlier, the date of the Participant’s death).

9.5

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.

10.

Clawback . Any amounts payable under the Plan are subject to any policy providing for clawback, recoupment or recovery of amounts that were paid to the Participant as established from time to time by the Committee and adopted prior to a Change in Control. The Company shall make any determination for clawback, recoupment or recovery in its sole discretion and in accordance with any such policy and applicable law or regulation.


11.	Withholding . The Company shall be entitled to withhold from payments to or on behalf of the Participant taxes and other authorized deductions.


12.	Governing Law . This Plan shall be construed, interpreted and governed in accordance with the laws of the State of Michigan, without giving effect to the principles of conflicts of law.


13.	Effect on Other Plans . This Plan supersedes in all respects any severance or change in control benefit plans, arrangements or policies of the Company that apply to Participants upon a Change in Control. Notwithstanding the foregoing, the Company and the Board reserve the right to adhere to other policies and practices that may be in effect for other groups of employees.

14.

Amendment, Modification and Termination. Prior to a Change in Control, this Plan (including Exhibit A) may be modified, amended or terminated at any time by the Administrator without notice to Participants. Notwithstanding any provision in this Plan to the contrary, for a period of two (2) years following a Change in Control, (i) the Plan (including Exhibit A) may not be discontinued, terminated or amended in such a manner that decreases the benefits payable to any Participant or that makes any provision less favorable for any Participant without the consent of the Participant and (ii) the individuals who are Participants in the Plan as of the date of the Change in Control shall remain Participants and their eligibility and participation under this Plan may not be amended or terminated in any way.

15.

No Employment Rights . Neither this Plan nor the benefits hereunder shall be a term of the employment of any employee, and the Company, AAM or, in each case, any of its affiliates or Subsidiaries shall not be obligated in any way to continue the Plan. The terms of this Plan shall not give any employee the right to be retained in the employment of the Company, AAM or, in each case, any of its affiliates or Subsidiaries.


16.	Effective Date and Term . This Plan shall become effective as of February 19, 2015 (the “ Effective Date ” ).

Exhibit A

Severance Multiples



Participants	Applicable Severance Multiple
All Executive Officers of either the Company or AAM with the title “Vice President” or above	2
Certain other associates of either the Company or AAM as determined by the Administrator in its sole discretion from time to time	1.5

Exhibit B

Form of Release

FORM OF WAIVER AND MUTUAL RELEASE

This Waiver and Mutual Release, dated as of _____________, (this “ Release ”) by and between [NAME] (the “ Participant ”) and American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “ Company ”).

WHEREAS, the Participant participates in the AAM Executive Officer Change in Control Plan (the “ Plan ”); and

WHEREAS, pursuant to Section 7 of the Plan, the Participant has agreed to execute and deliver a release and waiver of claims of the type and nature set forth herein as a condition to his entitlement to certain payments and benefits upon a Qualifying Event (as defined in the Plan), effective as of _____________ (the “ Termination Date ”).

NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other good and valuable consideration received or to be received in accordance with the terms of the Plan, the Participant and the Company agree as follows:

1. Return of Property . On or prior to the Termination Date, the Participant represents and warrants that he or she will return all property made available to him in connection with his or her service to the Company, including, without limitation, credit cards, any and all records, manuals, reports, papers and documents kept or made by the Participant in connection with his or her employment as an officer or employee of the Company and its subsidiaries and affiliates, all computer hardware or software, cellular phones, files, memoranda, correspondence, vendor and customer lists, financial data, keys and security access cards.

2. Participant Release .

(a) In consideration of the payments and benefits provided to the Participant under the Plan and after consultation with counsel, the Participant and each of the Participant’s respective heirs, executors, administrators, representatives, agents, successors and assigns (collectively, the “ Participant Parties ”) hereby irrevocably and unconditionally release and forever discharge the Company and its subsidiaries and affiliates and each of their respective officers, employees, directors, shareholders and agents (“ Company Parties ”) from any and all claims, actions, causes of action, rights, judgments, obligations, damages, demands, accountings or liabilities of whatever kind or character (collectively, “ Claims ”), including, without limitation, any Claims under any federal, state, local or foreign law, that the Participant Parties may have, or in the future may possess, arising out of (i) the Participant’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (ii) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the Participant does not release, discharge or waive (w) any rights to payments and benefits provided under the Plan that are contingent upon the execution by the Participant of this Release, (x) any right the Participant may have to enforce this Release or the Plan, (y) the Participant’s eligibility for indemnification in accordance with the Company’s certificate of incorporation, bylaws or other corporate governance document, or any applicable insurance policy, with respect to any liability he or she incurred or might incur as an employee, officer or director of

the Company, or (z) any claims for accrued, vested benefits under any long‑term incentive, employee benefit or retirement plan of the Company subject to the terms and conditions of such plan and applicable law including, without limitation, any such claims under the Employee Retirement Income Security Act of 1974, as amended. This Section 2(a) does not apply to any Claims that the Participant Parties may have as of the date the Participant signs this Release arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ ADEA ”). Claims arising under ADEA are addressed in Section 2(b) of this Release.

(b) Participant’s Specific Release of ADEA Claims . In further consideration of the payments and benefits provided to the Participant under the Plan, the Participant Parties hereby unconditionally release and forever discharge the Company Parties from any and all Claims that the Participant Parties may have as of the date the Participant signs this Release arising under ADEA. By signing this Release, the Participant hereby acknowledges and confirms the following: (i) the Participant was advised by the Company in connection with his or her termination to consult with an attorney of his or her choice prior to signing this Release and to have such attorney explain to the Participant the terms of this Release, including, without limitation, the terms relating to the Participant’s release of claims arising under ADEA, and the Participant has in fact consulted with an attorney; (ii) the Participant was given a period of not fewer than [21][45 days, to the extent required by ADEA. ] days to consider the terms of this Release and to consult with an attorney of his or her choosing with respect thereto; and (iii) the Participant knowingly and voluntarily accepts the terms of this Release. The Participant also understands that he or she has seven days following the date on which he or she signs this Release (the “ Revocation Period ”) within which to revoke the release contained in this paragraph, by providing the Company a written notice of his or her revocation of the release and waiver contained in this paragraph. No such revocation by the Participant shall be effective unless it is in writing and signed by the Participant and received by the Company prior to the expiration of the Revocation Period.

3. Company Release . The Company, for itself and on behalf of the Company Parties, hereby irrevocably and unconditionally releases and forever discharges the Participant Parties from any and all Claims, including, without limitation, any Claims under any federal, state, local or foreign law, that the Company Parties may have, or in the future may possess, arising out of (a) the Participant’s employment relationship with and service as an employee, officer or director of the Company, and the termination of such relationship or service, and (b) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof, excepting any Claim which would constitute or result from conduct by the Participant that would constitute a crime under applicable state or federal law; provided, however, notwithstanding the generality of the foregoing, nothing herein shall be deemed to release the Participant Parties from (x) any rights or claims of the Company arising out of or attributable to (A) the Participant’s actions or omissions involving or arising from fraud, deceit, theft or intentional or grossly negligent violations of law, rule or statute while employed by the Company and (B) the Participant’s actions or omissions taken or not taken in bad faith with respect to the Company; and (y) the Participant or any other Participant Party’s obligations under this Release or the Plan.

4. No Assignment . The parties represent and warrant that they have not assigned any of the Claims being released under this Release.

5. Proceedings .

(a) General Agreement Relating to Proceedings . The parties represent and warrant that they have not filed, and they agree not to initiate or cause to be initiated on their behalf, any complaint, charge, or claim against the other party before any local, state or federal agency, court or other body relating to the Participant’s employment or the termination thereof, other than with respect to any claim

that is not released hereunder including with respect to the obligations of the Company to the Participant and the Participant to the Company under the Plan (each, individually, a “ Proceeding ”), and each party agrees not to participate voluntarily in any Proceeding. The parties waive any right they may have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding.

(b) Proceedings Under ADEA . Section 5(a) shall not preclude the Participant from filing any complaint, charge or claim challenging the validity of the Participant’s waiver of Claims arising under ADEA (which is set forth in Section 2(b) of this Release). However, both the Participant and the Company confirm their belief that the Participant’s waiver of claims under ADEA is valid and enforceable, and that their intention is that all claims under ADEA will be waived.

(c) Certain Administrative Proceedings . In addition, Section 5(a) shall not preclude the Participant from filing a charge with or participating in any administrative investigation or proceeding by the Equal Employment Opportunity Commission or another Fair Employment Practices agency. The Participant is, however, waiving his or her right to recover money in connection with any such charge or investigation. The Participant is also waiving his or her right to recover money in connection with any charge filed by any other entity or individual, or by any federal, state or local agency.

6. Remedies .

7. Cooperation . From and after the Termination Date, the Participant shall cooperate in all reasonable respects with the Company, its affiliates and subsidiaries and their respective directors, officers, attorneys and experts in connection with the conduct of any action, proceeding, investigation or litigation involving the Company or any of its affiliates or subsidiaries, including any such action, proceeding, investigation or litigation in which the Participant is called to testify.

8. Unfavorable Comments .

(a) Public Comments by the Participant . The Participant agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Company, its affiliates or subsidiaries or any of their current or former directors, officers, employees or shareholders, or (ii) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company or any of its affiliates or subsidiaries.

(b) Public Comments by the Company . The Company agrees to instruct its directors and employees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically: (i) any derogatory comment concerning the Participant, or (ii) any other comment that could reasonably be expected to be detrimental to the Participant’s business or financial prospects or reputation.

10. Non‑admission . Nothing contained in this Release will be deemed or construed as an admission of wrongdoing or liability on the part of the Company or the Participant.

THE PARTICIPANT ACKNOWLEDGES THAT HE OR SHE HAS READ THIS RELEASE, THAT HE OR SHE HAS REVIEWED IT WITH AND OBTAINED THE ADVICE OF COUNSEL AND THAT HE OR SHE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE OR SHE HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASES PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OR HER OWN FREE WILL.

IN WITNESS WHEREOF, the parties have executed this Release as of the date first set forth above.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

By:

PARTICIPANT

By:

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of

Performance Share Award Agreement: Relative TSR

You have been selected to receive a grant of Performance Shares pursuant to the American Axle Manufacturing & Holdings, Inc. 2012 Omnibus Incentive Plan (the “Plan”) as specified below:

Participant:

Grant Date:

Number of Performance Shares (Target Award Opportunity):

Performance Period:

Final Acceptance Date:

THIS AWARD AGREEMENT (the “Agreement”), is made effective as of the Grant Date, as specified above, between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and the Participant.

RECITALS :

A. The Company has adopted the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus 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;

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant the Award to the Participant pursuant to terms of this Agreement and the Plan; and

C. The Participant shall have no rights with respect to this Award unless he or she shall have accepted this Award prior to the close of business on the Final Acceptance Date specified above by signing and delivering to the Company a copy of this Agreement. The Final Acceptance Date may be modified, in the sole discretion of the Company, upon written request of the Participant.

The parties agree as follows:

1. Grant of the Award and Performance Period . The Company grants to the Participant, on the terms and conditions of this Agreement, a Performance Share award (the “Award”) with a target opportunity as specified above (the “Target Award Opportunity”), with each Performance Share corresponding to one Share (subject to adjustment pursuant to the Plan) for the Performance Period specified above.

2. Performance Measure and Performance Goals . The performance measure for this Award shall be the three-year total shareholder return (“TSR”) of the Company and each company (“Competitor Company”) that is identified as a member of the Company’s competitor peer group in the Company’s annual report to shareholders for the fiscal year of the Grant Date shown above, or as elsewhere disclosed by the Company pursuant to Regulation S-K of the Securities Exchange Act of 1934 (the “Competitor Peer Group”). The performance goal shall be based on the percentile rank of the Company’s three-year TSR relative to the distribution of the Competitor Companies’ three-year TSRs.

3. Determination of TSR .

(a) TSR for each Competitor Company and the Company shall be determined in accordance with the following formula. TSR shall be equal to the quotient of (i) divided by (ii), where

(i) is equal to the sum of (x) and (y) where (x) is the difference between the “Beginning Stock Price” and the “Ending Stock Price”; and (y) is the sum of all dividends paid on one (1) Share during the Performance Period, provided that dividends shall be treated as reinvested at the end of each calendar quarter; and

(ii) is equal to the “Beginning Stock Price”.

(b) Definitions for purposes of determining TSR under paragraph 3(a) above include:

(i) “Beginning Stock Price” shall mean the average closing price on the applicable stock exchange of one Share for the thirty (30) trading days immediately prior to the first day of the Performance Period; and

(ii) “Ending Stock Price” shall mean the average closing price on the applicable stock exchange of one Share for the thirty (30) trading days immediately prior to the last day of the Performance Period.

4. Determination of Percentile Rank . The Company’s Percentile Rank shall be determined in accordance with the following rules:

(a) The Competitor Companies and the Company shall be ranked in descending order based on their respective TSRs (“Ranking Distribution”).

(b) For purposes of developing the ordering provided in paragraph (a) above, any Competitor Company that filed for bankruptcy protection under the United States Bankruptcy Code during the Performance Period shall be assigned the lowest order and any Competitor Company that is acquired during the Performance Period shall be removed from the Competitor Peer Group and shall not be included in the ordering of Competitor Companies.

5. Payout Matrix . (a) Subject to paragraph 5(b) below, the Participant shall earn the percentage of the Target Award Opportunity that corresponds to the achieved performance goal for the Performance Period as set forth below:




Achieved Performance Goal	3-Year Relative TSR Percentile Rank	% of Target Award Opportunity Earned
No Payout	< [ ] ^th Percentile	0%
Threshold	[ ] ^th Percentile	[ ]%
Target	[ ] ^th Percentile	[ ]%
Maximum	≤ [ ] ^th Percentile	[ ]% (capped)

The Company’s Percentile Rank shall be calculated as follows:

Percentile Rank = Company Rank

Total number of Competitor Companies

including the Company

Linear interpolation shall be used to determine the percent of Target Award Opportunity earned above the Threshold or below the Maximum, in the event that the Company’s Percentile Rank does not fall directly on one of the ranks listed in the chart above.

(b) In the event the Company’s TSR for the Performance Period is less than zero, the percentage of the Target Award Opportunity earned shall be equal to the lesser of (i) the amount determined under paragraph 5(a) above or (ii) 50 percent.

6. Determination of the Award . Subject to the Plan and this Agreement, the number of Performance Shares earned by the Participant for the Performance Period shall equal the product of (a) and (b) where (a) is equal to the Participant’s Target Award Opportunity and (b) is equal to the percent of Target Award Opportunity earned as determined in Section 5 above. Performance below Threshold shall result in no payout to the Participant, and performance above Maximum shall result in a payout capped at the Maximum. The Committee shall have the sole authority to calculate the Participant’s earned Award.

7. Form and Timing of Award . Subject to the approval of the Committee, payment of the Participant’s earned Award, if any, shall be made in the following manner:

(a) Timing: Each Performance Share earned by the Participant pursuant to Section 6 shall be settled by payment of one Share. The Participant shall receive payment of his or her earned Performance Shares no later than the fifteenth (15 ^th ) day of the third month following the end of the Performance Period (“Payment Date”), provided that the Participant has been continuously employed by the Company through the end of the Performance Period, until and including the Payment Date.

(b) Impact of Employment Termination: If the Participant’s employment is terminated during the Performance Period due to death, Disability, or Retirement, or by the Company other than for Cause, then the Participant shall be entitled to be paid a pro rata Award, as determined under this subparagraph (b). The pro rata Award shall equal the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period. Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15 ^th ) day of the third month following the end of the quarterly reporting period that includes the date of termination of the Participant’s employment.

(c) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

(1) If a Successor so agrees, some or all outstanding Awards shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, each Award that is assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the Award been earned immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary

termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 7(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following:

(a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and

(b) For all Performance Shares for which the Performance Period has not expired, a cash payment equal to the product of (x) and (y) where (x) is the Award the Participant would have earned based on Target performance and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Performance Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Performance Period.

Any payments shall be made as soon as is practical following such payment determination but no later than the fifteenth (15 ^th ) day of the third month following the end of the quarterly reporting period that includes the date of the occurrence of a Change in Control.

(d) Forfeiture. Except as otherwise expressly stated in Sections 7(b) and 7(c), if the Participant’s employment with the Company terminates for any reason prior to the end of the Performance Period, then the Participant shall not be entitled to the payment of any Award hereunder.

(e) Definitions

(1) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

(a) Any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(b) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; or

(c) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or

(d) The stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 19 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (a), (b), (c) and (d) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of the Company under Section 409A.

(2) “Disability:” For purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined in the Company’s long-term disability plan applicable to the Participant; provided, however, that if the Participant is not covered under a long-term disability plan maintained by the Company, “Disability” shall mean either of the following:

(a) Inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(b) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees of the Company.

(3) “Cause:” For purposes of this Agreement, "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 felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

(4) “Good Reason:” For purposes of this Agreement, "Good Reason" means any one or more of the following actions or omissions: (i) any material reduction in the Participant’s position, authority, duties or responsibilities following a Change in Control as compared to such level immediately prior to the Change in Control, (ii) any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control, or (iii)

the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant performed such duties prior to the Change in Control; provided, however, that the Participant must provide the Company, or its Successor, with (a) forty-five (45) days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within ninety (90) days of its initial existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company, or its Successor, shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company, or its Successor, cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company, or its Successor, within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Good Reason" has the meaning, if any, defined therein.

(5) “Retirement:” For purposes of this Agreement, “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, or (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company.

8. Share Delivery . Delivery of any Shares in connection with settlement of the Award shall be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

9. Recapitalization . In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

10. Beneficiary Designation . The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

11. Shareholder Rights . Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of the Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

12. No Right to Continued Employment or Further Awards .

(a) Neither the Plan nor this Agreement shall (i) alter the Participant’s status as an “at-will” Employee of the Company and its subsidiaries, (ii) be construed as giving the Participant any right to continue in the employ of AAM and its subsidiaries or (iii) be construed as giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions in this Agreement only apply to the treatment of the Award as specified herein and shall not otherwise affect the Participant’s employment relationship.

(b) The Company has granted the Award to the Participant in its sole discretion. Neither this Agreement nor the Plan confers on the Participant any right or entitlement to receive another Award, or any other similar award at any time in the future or in respect of any future period. The Award does not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Company's discretion to determine the amount, if any, of the Participant's compensation.

13. Transferability .

(a) The Award shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any Award transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, or, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

(b) Except as set forth in the Plan, a Participant’s rights under the Plan shall be exercisable during the Participant’s lifetime only by the Participant, or in the event of the Participant’s legal incapacity, the Participant’s legal guardian or representative.

14. Withholding .

(a) Except as provided in the following sentence, the Company will withhold Shares from the earned Award to satisfy tax withholding obligations with respect to the Performance Shares by deducting a portion of the Shares having a Fair Market Value (measured as of the Payment Date) sufficient to cover the amount of the total required minimum statutory tax withholding obligation from the total Shares earned from the Award. However, in no event shall the Fair Market Value of Shares withheld exceed the minimum statutory tax withholding obligation. The Participant may elect to satisfy such withholding obligation with respect to the Performance Shares by remitting in advance of the Payment Date an amount sufficient to satisfy such tax withholding obligations.

(b) Regardless of any action by the Company with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges responsibility for payment of all such taxes. The Company makes no representations regarding the treatment of any tax withholding in connection with the Award. The Company makes no commitment to structure the terms of the Award to reduce or eliminate the Participant’s liability for such tax.

15. Securities Laws . This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state

securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the Award as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee.

16. Notices . Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

17. Governing Law . The interpretation, performance and enforcement of the Award and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

18. Award Subject to Plan .

(a) The Award is granted subject to the Plan and to such rules and regulations the Committee may adopt for administration of the Plan. The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this Agreement, all of which shall be binding upon the Participant.

(b) To the extent of any inconsistencies between the Plan and this Agreement, the Plan shall govern. This Agreement and the Plan constitute the entire agreement between the parties regarding the subject matter hereof. They supersede all other agreements, representations or understandings (whether oral or written, express or implied) that relate to the subject matter hereof.

(c) The Committee may terminate, amend, or modify or suspend the Plan and amend or modify this Agreement; provided, however, that no termination, amendment, modification or suspension shall materially and adversely affect the Participant’s rights under this Agreement, without the Participant’s written consent.

19. Section 409A .

(a) The Award is not intended to provide for a “deferral of compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code and the final rules promulgated thereunder (“Section 409A”) and shall be interpreted and construed in a manner consistent with that intent. If any provision of this Agreement or the Plan causes the Award to be subject to the requirements of Section 409A, or could otherwise cause the Participant to recognize income or be subject to the interest and penalties under Section 409A, then the provision shall have no effect or, to the extent practicable, the Committee may, in its sole discretion and without the Participant’s consent, modify the provision to (i) comply with, or avoid being subject to Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 19 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.

(b) If a Participant is a “specified employee” as defined under Section 409A and the Participant’s Award is to be settled on account of the Participant’s separation from service (for reasons other than death) and such Award constitutes “deferred compensation” as defined under Section 409A, then any portion of the Participant’s Award that would otherwise be settled during the six-month period commencing on the Participant’s separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant’s death if it occurs during such six-month period).

20. Recoupment . The Participant’s earned Award shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

21. Personal Data Privacy . The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and Target Award Opportunity for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

22. Headings . The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

23. Successor . All obligations of the Company under the Plan and this Agreement, with respect to the Award, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

24. Signature in Counterparts . This Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

25. Enforceability . To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.


By:	__________________________________

Authorized Officer

Agreed and acknowledged

as of the Date of Grant:

__________________________

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of

Performance Share Award Agreement: EBITDA

You have been selected to receive a grant of Performance Shares pursuant to the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan (the “Plan”) as specified below:

Participant:

Grant Date:

Number of Performance Shares (Target Award Opportunity):

Performance Period:

Final Acceptance Date:

RECITALS :

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant an Award to the Participant, pursuant to the terms of this Agreement and the Plan; and

The parties agree as follows:

2. Performance Measure and Performance Goals . The performance measure under this Award shall be the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”). The performance goals under this Award shall be based on the three-year cumulative EBITDA as a percentage of net sales of the Company over the Performance Period.

3. Payout Matrix . The Participant shall earn the percentage of the Target Award Opportunity that corresponds to the achieved performance goal for the Performance Period as set forth below:




Achieved Performance Goal	3-Year Cumulative EBITDA	% of Target Award Opportunity Earned
No Payout	<[ ]%	0%
Threshold	[ ]%	[ ]%
Target	[ ]%	[ ]%
Maximum	[ ]% or higher	[ ]% (capped)

Linear interpolation shall be used to determine the percent of Target Award Opportunity earned above the Threshold or below the Maximum, in the event that the Company’s three-year cumulative EBITDA falls between the percentages listed in the chart above.

4. Determination of the Award . Subject to the Plan and this Agreement, the number of Performance Shares earned by the Participant for the Performance Period shall equal the product of (a) and (b) where (a) is equal to the Participant’s Target Award Opportunity and (b) is equal to the percent of Target Award Opportunity earned as determined in Section 3 above. Performance below Threshold shall result in no payout to the Participant, and performance above Maximum shall result in a payout capped at the Maximum. The Committee shall have the sole authority to calculate the Participant’s earned Award.

5. Form and Timing of Award . Subject to the approval of the Committee, payment of the Participant’s earned Award, if any, shall be made in the following manner:

(a) Timing: Each Performance Share earned by the Participant pursuant to Section 4 shall be settled by payment of one Share. The Participant shall receive payment of his or her earned Performance Shares no later than the fifteenth (15 ^th ) day of the third month following the end of the Performance Period (“Payment Date”), provided that the Participant has been continuously employed by the Company through the end of the Performance Period, until and including the Payment Date.

(c) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s Awards that are in effect as of the date of such termination shall be deemed earned in full (assuming the Target performance goals provided under such Award were met) effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 5(c)(1), then immediately prior to the date of the Change in Control all such Awards that are then held by Participants shall be cancelled in exchange for the right to receive the following:

(a) For all Performance Shares that are earned but not yet paid, a cash payment equal to the value of the Performance Shares; and

(d) Forfeiture. Except as otherwise expressly stated in Sections 5(b) and 5(c), if the Participant’s employment with the Company terminates for any reason prior to the end of the Performance Period, then the Participant shall not be entitled to the payment of any Award hereunder.

(e) Definitions

(1) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 17 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (a), (b), (c) and (d) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of the Company under Section 409A.

(3) “Cause:” For purposes of this Agreement, "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 felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

6. Share Delivery . Delivery of any Shares in connection with settlement of the Award will be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

7. Recapitalization . In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

8. Beneficiary Designation . The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

9. Shareholder Rights . Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of the Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

10. No Right to Continued Employment or Further Awards .

(a) Neither the Plan nor this Agreement shall (i) alter the Participant’s status as an “at-will” Employee of the Company and its subsidiaries, (ii) be construed as giving the Participant any right to continue in the employ of the Company and its subsidiaries or (iii) be construed as giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions in this Agreement only apply to the treatment of the Award as specified herein and shall not otherwise affect the Participant’s employment relationship.

11. Transferability .

(a) The Award shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any Award transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

12. Withholding .

13. Securities Laws . This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the Award as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee.

14. Notices . Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

15. Governing Law . The interpretation, performance and enforcement of the Award and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

16. Award Subject to Plan .

17. Section 409A .

(a) The Award is not intended to provide for a “deferral of compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code and the final rules promulgated thereunder (“Section 409A”) and shall be interpreted and construed in a manner consistent with that intent. If any provision of this Agreement or the Plan causes the Award to be subject to the requirements of Section 409A, or could otherwise cause the Participant to recognize income or be subject to the interest and penalties under Section 409A, then the provision shall have no effect or, to the extent practicable, the Committee may, in its sole discretion and without the Participant’s consent, modify the provision to (i) comply with, or avoid being subject to Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 17 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award will not be subject to taxes, interest and penalties under Section 409A.

18. Recoupment . The Participant’s earned Award shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

19. Personal Data Privacy . The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and Target Award Opportunity for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

20. Headings . The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

21. Successor . All obligations of the Company under the Plan and this Agreement, with respect to the Award, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

22. Signature in Counterparts . This Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same instrument.

23. Enforceability . To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.


By:	__________________________________

Authorized Officer

Agreed and acknowledged

as of the Date of Grant:

_____________________

Executive Officers

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units (“RSUs”) pursuant to the American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan in accordance with the terms and conditions below:

Participant:

Grant Date:

Number of RSUs:

Final Acceptance Date:

THIS AWARD AGREEMENT (the “Agreement”) is made effective as of the Grant Date, as specified above, between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and the Participant.

RECITALS

B. The Compensation Committee of the Board of Directors (the “Committee”) determined that it is in the best interests of the Company and its shareholders to grant RSUs to the Participant, pursuant to the terms of this Agreement and the Plan; and

The parties agree as follows:

1. Grant of the RSUs . The Company grants to the Participant, on the terms and conditions of this Agreement, the number of RSUs set forth above. Each RSU corresponds to one Share (subject to adjustment pursuant to the Plan) and constitutes a contingent and unsecured promise of the Company to pay the Participant one Share on the vesting date for the RSU, subject to the terms of the Plan and this Agreement.

2. Vesting of the RSUs .

(a) Vesting Period . Subject to Section 2(c) herein, the RSUs shall vest 100 percent on the third annual anniversary of the Grant Date (“Vesting Period”).

(b) Vesting Date . The date on which the RSUs vest pursuant to Section 2(a) or, if earlier, Section 2(c), is referred to as the “Vesting Date.”

(i) Early Vesting: To the extent not already vested under Section 2(a), the total number of RSUs granted under this Agreement shall fully vest upon the death or Disability of the Participant and shall vest pro rata upon the Participant’s Retirement (“Pro Rata Award”), as determined under this subparagraph (c)(i). The Pro Rata Award shall be equal the product of (x) and (y) where (x) is the total number of RSUs granted under this Agreement and (y) is a fraction, the numerator of which is the number of calendar months that the Participant was employed by the Company during the Vesting Period (with any partial month counting as a full month for this purpose) and the denominator of which is the number of months in the Vesting Period.

(ii) Impact of a Change in Control: Unless provided otherwise by the Committee prior to the date of the Change in Control, in the event of a Change in Control of the Company:

(1) If a Successor so agrees, some or all outstanding RSUs shall be assumed, or replaced with the same type of award with similar terms and conditions, by a Successor in the Change in Control transaction. If applicable, the RSUs that are assumed by a Successor shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities that would have been issuable to a Participant upon the consummation of such Change in Control had the RSU been vested immediately prior to such Change in Control, and other appropriate adjustments in the terms and conditions of the Award shall be made. Upon the termination of a Participant’s employment with a Successor in connection with or within twenty-four (24) months following the Change in Control for any reason other than an involuntary termination by a Successor for Cause or a voluntary termination by the Participant without Good Reason, all of the Participant’s RSUs that are in effect as of the date of such termination shall be vested in full effective on the date of such termination.

(2) To the extent a Successor in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in Section 2(c)(ii)(1), then immediately prior to the date of the Change in Control all such RSUs that are then held by Participants shall be cancelled in exchange for the right to receive the Change in Control price per Share in cash or such other consideration as the Company or the shareholders of the Company receive in such Change in Control.

(iii) Forfeiture: Except as otherwise expressly stated in Section 2(c)(i) or 2(c)(ii), if the Participant’s employment with the Company terminates for any reason prior to the Vesting Date, the RSUs shall be forfeited and cancelled without consideration.

(d) Definitions .

(i) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

(1) Any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(2) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; or

(3) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or

(4) The stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary.

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 16 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (1) through (4) above, unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

(ii) “Disability:” For purposes of this Agreement, “Disability” shall be defined in the same manner as such term or a similar term is defined in the Company’s long-term disability plan applicable to the Participant; provided, however, that if the Participant is not covered under a long-term disability plan maintained by the Company, “Disability” shall mean either of the following:

(1) Inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or

(2) By reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees of the Company.

(iii) “Cause:” For purposes of this Agreement, "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 felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Company. If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.

(iv) “Good Reason:” For purposes of this Agreement, "Good Reason" means any one or more of the following actions or omissions: (i) any material reduction in the Participant’s position, authority, duties or responsibilities following a Change in Control as compared to such level immediately prior to the Change in Control, (ii) any material reduction in a Participant’s annual base salary or bonus opportunity as in effect immediately prior to the Change in Control, or (iii) the relocation (other than by mutual agreement) of the office at which the Participant is to perform the majority of his or her duties following the Change in Control to a location more than 50 miles from the location at which the Participant performed such duties prior to the Change in Control; provided, however, that the Participant must provide the Company, or its Successor, with (a) forty-five (45) days advance notice of termination in writing and (b) notice of the conduct that is the basis for the potential Good Reason termination in writing within ninety (90) days of its initial existence, such notice shall describe the conduct the Participant believes to constitute Good Reason. The Company, or its Successor, shall have thirty (30) days to cure such conduct upon receipt of the notice of termination from the Participant. If the Company, or its Successor, cures the conduct that is the basis for the potential termination for Good Reason within such thirty (30) day period, the Participant’s notice of termination shall be deemed withdrawn. If the Participant does not give notice to the Company, or its Successor, within ninety (90) days after an event giving rise to Good Reason, the Participant’s right to claim Good Reason termination on the basis of such event shall be deemed waived.

(v) “Retirement:” For purposes of this Agreement, “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, or (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company.

3. Payment of the RSUs . Each vested RSU shall be settled by payment of one Share to the Participant. Payment of the RSUs shall occur on the first business day of the month following the month in which the Vesting Date occurs or as soon as administratively practicable thereafter, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Vesting Date occurs (the “Payment Date”).

4. Share Delivery . Delivery of any Shares in connection with settlement of the Award will be by book-entry credit to an account in the Participant’s name established by the Company with its transfer agent.

5. Recapitalization . In the event of any change in the capitalization of the Company such as a stock split or a corporate transaction such as any merger, consolidation, separation, or otherwise, the number of RSUs subject to this Agreement shall be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement of rights.

6. Beneficiary Designation . The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when delivered by the Participant in writing to the Corporate Human Resources Department of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.

7. Shareholder Rights . Prior to the Payment Date, the Participant shall not have any rights as a shareholder of the Company in connection with this Award, unless and until the Shares are distributed to Participant. Following delivery of Shares upon the Payment Date, the Participant shall have all rights as a shareholder with respect to such Shares.

8. Dividend Equivalent s . Upon payment of dividends with respect to the Shares, the Participant shall be entitled to receive Dividend Equivalents with respect to each outstanding RSU. Dividend Equivalents will be paid quarterly as soon as administratively practicable following the payment of dividends with respect to the Shares, but in no event later than March 15 ^th of the year following the calendar year in which dividends are paid. The Company will determine the form of payment of Dividend Equivalents, which may include cash, Shares or a combination thereof. Upon a forfeiture of the RSUs, further payments of Dividend Equivalents shall be cancelled.

9. No Right to Continued Employment or Further Awards .

(a) Neither the Plan nor this Agreement shall (i) alter the Participant’s status as an “at-will” Employee of the Company and its subsidiaries, (ii) be construed as giving the Participant any right to continue in the employ of the Company and its subsidiaries or (iii) be construed as giving the Participant any right to be reemployed by the Company and its subsidiaries following any termination of employment. The termination of employment provisions set forth in this Agreement only apply to the treatment of the RSUs as specified herein and shall not otherwise affect the Participant’s employment relationship.

(b) The Company has granted the RSUs to the Participant in its sole discretion. None of the RSUs, this Agreement nor the Plan confers on the Participant any right or entitlement to receive another grant of RSUs, or any other equity-based award at any time in the future or in respect of any future period. The RSUs do not confer on the Participant any right or entitlement to receive compensation in any specific amount for any future fiscal year, and do not diminish in any way the Company's discretion to determine the amount, if any, of the Participant's compensation.

10. Transferability .

(a) The RSUs shall not be transferable other than by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction or to a Permitted Transferee for no consideration pursuant to the Plan. Any RSU transferred to a Permitted Transferee shall be further transferable only by will, the laws of descent and distribution, pursuant to a domestic relations order entered by a court of competent jurisdiction, or, for no consideration, to another Permitted Transferee of the Participant. The Shares delivered to the Participant on the Payment Date shall not be subject to transfer restrictions and shall be fully paid, non-assessable and registered in the Participant’s name.

11. Withholding.

(a) Except as provided in the following sentence, the Company will withhold Shares from the earned Award to satisfy tax withholding obligations with respect to the RSUs by deducting a portion of the Shares having a Fair Market Value (measured as of the Payment Date) sufficient to cover the amount of the total required minimum statutory tax withholding obligation from the total Shares earned under the Award. However, in no event shall the Fair Market Value of Shares withheld exceed the minimum

statutory withholding obligation. The Participant may elect to satisfy such withholding obligation with respect to the RSUs by remitting in advance of the Payment Date an amount sufficient to satisfy such tax withholding obligations.

(b) Regardless of any action by the Company with respect to any or all tax withholding (including social insurance contribution obligations, if any), the Participant acknowledges responsibility for payment of all such taxes. The Company makes no representations regarding the treatment of any tax withholding in connection with the grant or vesting of the RSUs, any subsequent sale of Shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for such tax.

12. Securities Laws . This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required, or the Committee determines are advisable. The Participant agrees to take all steps the Company determines are necessary to comply with all applicable provisions of federal and state securities law in exercising Participant’s rights under this Agreement. The Committee may impose such restrictions on any Shares acquired by a Participant pursuant to the RSUs as it may deem necessary or advisable, under applicable federal securities laws, the requirements of any stock exchange or market upon which such Shares are then listed or traded or any blue sky or state securities laws applicable to such Shares. In addition, the Shares shall be subject to any trading restrictions, stock holding requirements or other policies in effect from time to time as determined by the Committee.

13. Notices . Notice under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive offices of the Company and to the Participant at the address appearing in the records of the Company for the Participant, or to either party at another address that the party designates in writing to the other. Notice shall be effective upon receipt.

14. Governing Law . The interpretation, performance and enforcement of the RSUs and this Agreement shall be governed by the laws of the State of Delaware without regard to principles of conflicts of law. To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

15. RSUs Subject to Plan .

(a) The RSUs are granted subject to the Plan and to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee is authorized to administer, construe, and make all determinations necessary or appropriate to administer the Plan and this Agreement, all of which shall be binding upon the Participant.

(c) The Committee may, at any time, terminate, amend, modify or suspend the Plan and amend or modify this Agreement; provided, however, that no termination, amendment, modification or suspension shall materially and adversely alter or impair the rights of the Participant under this Agreement, without the Participant’s written consent.

16. Section 409A .

(a) The RSUs are intended to satisfy the requirements of Section 409A of the U.S. Internal Revenue Code and the final regulations promulgated thereunder (“Section 409A”). This Agreement shall be interpreted, administered and construed in a manner consistent with that intent. Notwithstanding the forgoing, if the Company determines that any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

17. Recoupment . The RSUs, the underlying Shares and any gains received in connection with the sale of the Shares shall be subject to any clawback, recoupment or similar policy as permitted or mandated by applicable law, rules, regulations or any Company policy as enacted, adopted or modified from time to time.

18. Personal Data Privacy . The Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data by and among, as applicable, the Company and its subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title and number of RSUs for the purpose of implementing, administering and managing the Participant’s Award (the “Data”). The Participant understands that the Data may be transferred to the Company or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that any recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or to any third parties is necessary for the Participant’s participation in the Plan. The Participant may view the Data, request information about the storage and processing of Data, request any corrections to Data, or withdraw the consents herein (in any case, without cost to the Participant) by contacting Corporate Human Resources in writing. The withdrawal of any consent by the Participant may affect the Participant’s participation in the Plan. The Participant may contact Corporate Human Resources for further information about the consequences of any withdrawal of consents herein.

19. Headings . The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

20. Successor . All obligations of the Company under the Plan and this Agreement, with respect to the RSUs, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

21. Signature in Counterparts . This Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same

instrument.

22. Enforceability . To the extent any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

By: __________________________________

Agreed and acknowledged

as of the Date of Grant:

__________________________

Non-employee directors

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

2012 Omnibus Incentive Plan

Form of Restricted Stock Unit Award Agreement

Participant:

Grant Date:

Number of RSUs:

RECITALS

The parties agree as follows:

2. Vesting of the RSUs .

(a) Vesting Period . Subject to Section 2(c) herein, the RSUs shall vest 100 percent on the first annual anniversary of the Grant Date (“Vesting Period”).

(b) Vesting Date . The date on which the RSUs vest pursuant to Section 2(a) or, if earlier, Section 2(c), is referred to as the “Vesting Date.”

(ii) Forfeiture: Except as otherwise expressly stated in Section 2(c)(i), if the Participant’s service as a member of the Board terminates for any reason prior to the Vesting Date, the RSUs shall be forfeited and cancelled without consideration.

(d) Definitions .

(i) “Change in Control:” For purposes of this Agreement, the term “Change in Control” shall be deemed to have occurred when:

(1) Any person or entity, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), other than the Company or a wholly-owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or

(2) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, a sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; or

Notwithstanding the foregoing, to the extent that any Award constitutes a deferral of compensation subject to Section 409A (as defined in Section 16 below), and if that Award provides for a change in the time or form of payment upon a Change in Control, then no Change in Control shall be deemed to have occurred upon an event described in subsections (1) through (4) above unless such event shall constitute a “change in ownership” or “change in effective control” of, or a change in the ownership of a substantial portion of the assets of, the Company under Section 409A.

(ii) “Disability:” For purposes of this Agreement, “Disability” means either of the following:

3. Settlement of the RSUs . Each vested RSU shall be settled by the delivery of one Share to the Participant. Settlement of the RSUs shall occur on the first business day of the month following the month in which the Vesting Date occurs or as soon as administratively practicable thereafter, but in no event later than March 15th of the calendar year immediately following the calendar year in which the Vesting Date occurs (the “Payment Date”). The Payment Date may be deferred at the election of the Participant in accordance with procedures authorized by the Committee; provided, however, that any such deferral must comply with Section 409A (as defined in Section 16 below).

9. No Right to Continued Service as a Director . Neither the Plan nor this Agreement shall (i) be construed as giving the Participant the right to be retained as a member of the Board or (ii) confer on the Participant any right to receive another grant of RSUs or any other equity-based award at any time in the future or in respect of any future period.

10. Transferability .

11. Responsibility for Taxes. Regardless of any action by the Company with respect to any or all tax obligations of the Participant with respect to the RSUs, the Participant acknowledges responsibility for payment of all such taxes. The Company makes no representations regarding the treatment of any tax obligations in connection with the grant or vesting of the RSUs, any subsequent sale of Shares and the receipt of dividends, if any. The Company makes no commitment to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for such tax.

15. RSUs Subject to Plan .

16. Section 409A . The RSUs are intended to satisfy the requirements of Section 409A of the U.S. Internal Revenue Code and the final regulations promulgated thereunder (“Section 409A”). This Agreement shall be interpreted, administered and construed in a manner consistent with that intent. Notwithstanding the forgoing, if the Company determines that any provision of this Agreement or the Plan contravenes Section 409A or could cause the Participant to incur any tax, interest or penalties under Section 409A, the Committee may, in its sole discretion and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the RSUs will not be subject to taxes, interest and penalties under Section 409A.

19. Headings . The headings of sections and subsections are included solely for convenience of reference and shall not affect the meaning of the provisions of this Agreement.

21. Signature in Counterparts . This Agreement may be signed in counterparts. Each counterpart shall be an original, with the same effect as if the signatures were on the same

instrument.

AMERICAN AXLE & MANUFACTURING

HOLDINGS, INC.

By: __________________________________

Authorized Officer

Agreed and acknowledged

as of the Date of Grant:

__________________________