exv10w1



 





EXHIBIT 10.1




AMENDMENT TO EMPLOYMENT AGREEMENT





               AMENDMENT, dated as of January
31, 2008, to the Employment Agreement dated November 6, 1997,
between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the “Company”), and
Richard E. Dauch (the “Employee”), as amended (the “Agreement”).




               A. The Agreement provides for certain payments pursuant to a “nonqualified
deferred compensation
plan” within the meaning of Section 409A(d)(1) of the Internal Revenue Code of 1986, as amended
(the “Code”); and



                B. The parties wish to amend the Agreement to meet the requirements of
Section 409A(a) of the
Code.




               The Employee and the Company hereby amend the Agreement as follows:




	 	1.	 	A new paragraph 15 shall be added to the Agreement to provide in its entirety
as follows:






     15. Section 409A. (a) This Agreement is intended to
meet the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), and shall be
interpreted and construed consistent with such intent.




     (b) 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, such payment shall be paid (or
provided) in accordance with the following:




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




     (ii) Payments with respect to reimbursements of
expenses shall be made on or before the last day of the
calendar year following the calendar year in which the
relevant expense is incurred. The amount of expenses
eligible for reimbursement during a calendar year may not
affect the expenses eligible for reimbursement in any other
calendar year.



 









 







	 	2.	 	Effective January 1, 2008, Section 3 of Exhibit B shall be amended to read in
its entirety as follows:






     3. Company shall grant to Employee each year during the
term of this Agreement, in accordance with the terms and
conditions that the Compensation Committee of the Company’s
Board of Directors (the “Committee”) shall establish:




     (a) options to purchase 150,000 shares of Company
common stock, the terms of which shall satisfy the
requirements set forth in Section 1.409A-1(b)(5)(i)(A) of
the Treasury Regulations (or any successor provision); and




     (b) the number of restricted shares of Company common
stock, the aggregate value of which shall be equal to the
aggregate value of the options granted under Section 3(a) of
this Exhibit B for such year, in each case, as determined by
the Committee in accordance with the Company’s standard
valuation methodology for annual grants.




	 	3.	 	Except as set forth in this Amendment, the Agreement shall remain in full force
and effect in accordance with its terms.
	 
	 	The parties have executed this Amendment as of the date first set forth above.





	 	 	 	 	 	 	 
	 	 	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/
	 	 
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	/s/	 	 	 	 
	 	 	 	 	 
	 	 	Richard E. Dauch