<PAGE>
                                                                   EXHIBIT 10.38



                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT



                          THIS AMENDED AND RESTATED AGREEMENT (the "Agreement")
         is made as of the 26th day of September, 2001 (the "Agreement Date"),
         by and between Hayes Lemmerz International, Inc. (the "Company") and
         Curtis J. Clawson (the "Executive").

                          WHEREAS, the Executive and the Company entered into an
         Employment Agreement dated August 1, 2001 (the "Original Agreement");
         and

                          WHEREAS, the Executive and the Company each desire to
         amend and restate the Original Agreement in its entirety as set forth
         herein.

                          NOW, THEREFORE, in consideration of the premises and
         the respective covenants and agreements of the parties herein
         contained, the parties agree as follows:

                          1. Employment. The Company agrees to employ the
         Executive and the Executive agrees to be employed on a full-time basis
         by the Company for the period and upon the terms and conditions
         hereinafter set forth.

                          2. Term; Employment Period. The term of this Agreement
         (the "Term") shall be two years, commencing on August 1, 2001 (the
         "Effective Date"); provided, however, that commencing on the second day
         of the Term and each day thereafter, the Term shall automatically be
         extended for one additional day. The period during which the Executive
         is employed by the Company pursuant to this Agreement is referred to
         herein as the "Employment Period." The date on which the termination of
         the Executive's employment hereunder shall become effective is referred
         to herein as the "Termination Date." Press releases related to the
         Executive's commencement of employment hereunder shall be subject to
         reasonable review and approval by the Executive.

                          3. Position and Duties. During the Employment Period,
         the Executive shall serve as President and Chief Executive Officer of
         the Company and shall have such responsibilities, duties and authority
         as are customarily and ordi-





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         narily exercised by executives in similar positions in similar
         businesses in the United States and shall exercise such
         responsibilities, duties and authority consistent with the foregoing as
         the Company's Board of Directors (the "Board") shall determine from
         time to time. During the Employment Period, the Executive shall report
         to the Board. It is the intention of the parties that, during the Term,
         Executive shall be nominated, and following his election or
         appointment, shall serve, as a director of the Company; provided,
         however, that the Executive shall resign as a director of the Company
         immediately if his employment hereunder is terminated for any reason.
         The Executive shall devote substantially all his working time and
         efforts to the business and affairs of the Company and shall use his
         best efforts to carry out his responsibilities faithfully and
         efficiently in a professional manner. Notwithstanding the foregoing, it
         is understood that (i) during the first year of the Employment Period,
         the Executive shall not serve as a director of any for-profit business
         enterprise other than Clawson Associates and (ii) subject to any
         conflict of interest policies of the Company and Section 8, following
         the first year of the Employment Period, the Executive may with the
         prior consent of the Board, which shall not be unreasonably withheld,
         serve on the board of directors of up to two additional for-profit
         business enterprises. It is further understood that during the
         Employment Period, subject to any conflict of interest policies of the
         Company and Section 8, the Executive may (x) serve in any capacity with
         any civic, charitable, educational or professional organization
         provided that such service does not materially interfere with his
         duties and responsibilities hereunder and (y) make and manage personal
         investments of his choice.

                          4. Place of Performance. During the Employment Period,
         the Executive's place of performance of his services shall be at the
         Company's Northville, Michigan headquarters, except for required travel
         by the Executive on the Company's business or as may be reasonably
         required by the Company.

                          5. Compensation and Benefits.

                          (a) Salary. During the Employment Period, the Company
         shall pay to the Executive an initial annual base salary of Seven
         Hundred Fifty-Five Thousand Dollars ($755,000) (the "Base Salary"),
         such salary to be paid in periodic installments in accordance with the
         Company's payroll practices as in effect from time to time. The Base
         Salary shall be reviewed annually by the compensation committee of the
         Board and may be increased from time to time in accordance with normal
         business practices of the Company and, if so increased, shall not
         thereafter be reduced.






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                          (b) Cash-Based Incentives. During the Employment
         Period, the Executive shall be eligible to earn an annual bonus under
         the Company's Short-Term Incentive Plan, or a successor plan thereto,
         as in effect from time to time (the "Incentive Plan"), up to a maximum
         of two hundred percent (200%) of his Base Salary, subject to
         achievement of performance goals determined after consultation with the
         Executive in accordance with the terms of the Incentive Plan (such
         annual bonus, the "Annual Bonus"). With respect to that portion of the
         Employment Period commencing on the Effective Date and ending January
         31, 2002, the Executive shall receive in respect of his Annual Bonus an
         amount not less than One Hundred and Ninety Thousand Dollars
         ($190,000). The Annual Bonus shall be payable in a cash lump sum at
         such time as bonuses are ordinarily paid in accordance with the terms
         of the Incentive Plan, but in no event later than 120 days after the
         end of each fiscal year of the Company.

                          (c) Sign-On/Retention Bonus. Within [two] business
         days after the Agreement Date, the Company shall pay the Executive a
         one-time sign-on/retention bonus of One Million Two Hundred Thousand
         Dollars ($1,200,000) (the "Sign-on/Retention Bonus"), which will result
         in an after-tax payment to the Executive of $669,000.00 (the "After-Tax
         Retention Bonus Payment Amount"). The Sign-on/Retention Bonus is being
         paid on the condition that the Executive remains in the employ of the
         Company for a period of not less than three (3) years and, accordingly,
         the after-tax portion of the Sign-on/Retention Bonus shall be subject
         to the set-off and repayment provisions set forth in Section 6(f).

                          (d) Equity-Based Incentives.

                              (i) Option Grants. The Company shall, (i)
               effective as of the Effective Date, grant to the Executive an
               option (the "Initial Option") pursuant to the Company's 1996
               Stock Option Plan or otherwise (the "Option Plan") to purchase up
               to one million (1,000,000) shares of the Company's common stock,
               par value $0.01 per share ("Common Stock") and (ii) effective as
               of September 26th, 2001, grant to the Executive an option (the
               "Additional Option" and, together and with the Initial Option,
               the "Options") pursuant to the Option Plan to purchase up to four
               hundred thousand (400,000) shares of Common Stock. The Initial
               Option and the Additional Option shall each be evidenced by an
               agreement containing such terms and conditions as the Board shall
               determine are necessary and desirable, consistent with the terms
               of the Option Plan; provided, however, that the Options shall (i)
               have a per share exercise price






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                  equal to the closing price of the Common Stock on the New York
                  Stock Exchange ("NYSE") as of the Effective Date, with respect
                  to the Initial Option and, as of September 26, 2001, with
                  respect to the Additional Option; (ii) become cumulatively
                  vested and exercisable with respect to twenty percent (20%) of
                  the shares covered thereby on each of the first five
                  anniversaries of the Effective Date; (iii) become fully vested
                  and exercisable with respect to one-hundred percent (100%) of
                  the shares covered thereby upon the occurrence of a Change in
                  Control (as defined below); (iv) upon a termination of
                  employment hereunder either (x) by the Company without Cause
                  or (y) by the Executive for Good Reason (each as defined in
                  Section 6(g)), become vested with respect to that number of
                  shares that would have become vested in the normal course
                  during the 36-month period following the Termination Date,
                  absent such termination of employment (and without taking into
                  account any subsequent Change in Control); and (v)
                  notwithstanding the vesting and exercise period stated in such
                  Options or the Option Plan, the Executive shall have not less
                  than a period expiring seven months following the Termination
                  Date to exercise such Options.

         For purposes of this Agreement, a Change in Control shall be deemed to
         have occurred upon the first of the following to occur:

                        (A)    any Person (within the meaning of Section 3(a)(9)
                               of the Securities and Exchange Act of 1934, as
                               amended (the "Exchange Act"), as modified and
                               used in Sections 13(d) and 14(d) thereof), other
                               than Joseph Littlejohn & Levy Fund II, L.P. (or
                               any affiliate (within the meaning of Regulation D
                               Rule 501(b) under the Securities Act of 1933, as
                               amended (the "Securities Act")) thereof), TSG
                               Capital Fund II, L.P. (or any affiliate thereof),
                               or Canadian Imperial Bank of Commerce (or
                               affiliate thereof) (such entitles, collectively,
                               the "JLL Group"), is or becomes the "Beneficial
                               Owner" (within the meaning of Rule 13d-3 under
                               the Exchange Act) of fifty percent (50%) or more
                               of either (1) the then-outstanding Common Stock
                               or (2) the combined voting power of the
                               then-outstanding voting securities of the Company
                               entitled to vote generally in the election of
                               directors;

                        (B)    the following individuals cease for any reason to
                               constitute a majority of the number of directors
                               then serving: individuals





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                         who, as of the Effective Date, constitute the Board and
                         any new director (other than a director whose initial
                         assumption of office is in connection with an actual or
                         threatened election contest, including but not limited
                         to a consent solicitation, relating to the election of
                         directors of the Company) whose appointment or election
                         by the Board or nomination for election by the
                         Company's stockholders was approved or recommended by a
                         vote of at least a majority of the directors then still
                         in office who either were directors on the date hereof
                         or whose appointment, election or nomination for
                         election was previously so approved or recommended;

                  (C)    there is consummated a merger or consolidation of the
                         Company or any direct or indirect subsidiary of the
                         Company with any other corporation, other than a merger
                         or consolidation which would result in the voting
                         securities of the Company outstanding immediately prior
                         to such merger or consolidation continuing to represent
                         (either by remaining outstanding or by being converted
                         into voting securities of the surviving entity or any
                         parent thereof) at least fifty percent (50%) of the
                         combined voting power of the securities of the Company
                         or such surviving entity or any parent thereof
                         outstanding immediately after such merger or
                         consolidation, provided, however, that it shall not be
                         a Change in Control under this clause (C) if (i)
                         directors appointed or nominated by the JLL Group or
                         any constituent member thereof continue immediately
                         following such transaction to constitute a majority of
                         the Board and (ii) the JLL Group or any constituent
                         member thereof continues immediately following such
                         transaction to own securities representing at least
                         thirty-five percent (35%) of the combined voting power
                         of the securities of the Company or such surviving
                         entity or any parent thereof outstanding immediately
                         after such merger or consolidation; or

                  (D)    the stockholders of the Company approve a plan of
                         complete liquidation or dissolution of the Company or
                         there is consummated an agreement for the sale or
                         disposition by the Company of all or substantially all
                         of its assets.




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                                    (ii) Additional Option Grants. Based upon
                  the Executive's performance and annual review, the Executive
                  shall be eligible during the Employment Period to receive
                  additional stock option grants in such amounts and subject to
                  such terms and conditions as the compensation committee of the
                  Board shall determine in its sole discretion are necessary and
                  desirable.

                                    (iii) Antidilution. In addition to the
                  antidilution provision contained in the Option Plan, in the
                  event that during the employment period the Company shall
                  issue shares of Common Stock in one transaction or a series of
                  similar transaction in an amount exceeding five percent (5%)
                  of the then outstanding shares of Common Stock, other than (A)
                  as a result of stock split, stock dividend or similar
                  transaction, (B) upon the conversion of shares of Non-Voting
                  Common Stock, par value $.01 per share, of the Company that
                  are outstanding as of the Agreement Date, (C) upon the
                  exercise of warrants to purchase shares of Common Stock that
                  are outstanding as of the Agreement Date or (D) upon the
                  exercise of employee stock options (each, an "Additional
                  Issuance"), the Company shall grant to the Executive an option
                  (the "Antidilution Option") pursuant to the Option Plan to
                  purchase the number of shares of Common Stock necessary to
                  cause the percentage of the outstanding shares of Common Stock
                  subject to the Options and the Antidilution Option to be equal
                  to the percentage of the outstanding shares of Common Stock
                  subject to the Options immediately prior to such additional
                  issuance of shares of Common Stock. The Antidilution Option
                  shall be granted contemporaneously with the Additional
                  Issuance, and the per share exercise price of the Additional
                  Option shall be equal to the per share consideration received
                  by the Company in such Additional Issuance, as determined by
                  the Board.

                         (e) Expenses. During the Employment Period, the Company
         shall promptly reimburse the Executive for all reasonable out-of-pocket
         expenses incurred by the Executive in connection with the business of
         the Company and the performance of his duties under this Agreement in
         accordance with the terms of the Company's policies as in effect from
         time to time.

                         (f) Benefit Plans. During the Employment Period, the
         Executive shall be entitled to participate in all of the employee
         benefit plans, programs, agreements and arrangements provided to senior
         executives of the





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         Company, as such are in effect from time to time, on a basis no less
         favorable than that provided to such senior executives.

                         (g) Perquisites. During the Employment Period, the
         Executive shall be entitled to a Company car, membership in a country
         club selected by the Executive subject to the reasonable consent of the
         Board, financial, tax and estate planning, tax preparation, and an
         annual executive physical examination, each such perquisite to be paid
         or provided commensurate with his position and in accordance with the
         Company's policies as in effect on the Effective Date. In addition, the
         Company shall pay the reasonable legal fees and expenses incurred by
         the Executive attendant to the review and preparation of this
         Agreement.

                         (h) Vacations. During the Employment Period, the
         Executive shall be entitled to vacation time, paid holidays and
         personal days, determined in accordance with the Company's policy with
         respect to its senior executives as in effect from time to time, it
         being understood that the Executive shall be entitled to not less than
         four weeks' vacation in any 12-month period during the Employment
         Period.

                         (i) Relocation. For a period of 12 months immediately
         following the Effective Date, the Company shall pay or reimburse the
         Executive for (i) his reasonable temporary housing expenses, (ii)
         automobile rental expenses and (iii) his and his spouse's reasonable
         travel expenses between Chicago, Illinois and Northville, Michigan that
         are incurred in connection with or prior to the relocation of his
         primary residence to the Northville, Michigan area. In addition, the
         Company shall pay or reimburse the Executive for his actual moving
         expenses related to the relocation of his primary residence to the
         Northville, Michigan area and for all taxes payable by the Executive
         because of relocation-related payments by the Company, including tax
         reimbursement payments. In no event shall payments and reimbursements
         to or on behalf of the Executive pursuant to this Section 5(h) exceed
         an aggregate of One Hundred Thousand Dollars ($100,000).

                      6. Termination of Employment.


                         (a) Accrued Benefits. In the event of the termination
         of the Executive's employment hereunder for any reason, the Executive
         (or his estate or representative, as applicable) shall be entitled to
         receive any Base Salary, Annual Bonus, vacation time and expenses that
         have in each case accrued but are unpaid as of the Termination Date,
         vested options as well as any post-termination benefits to







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         which he may be entitled pursuant to the Company's retirement,
         insurance and other benefit plans, programs and arrangements as in
         effect immediately prior to the Termination Date (the "Accrued
         Benefits").

                         (b) Death. The Executive's employment hereunder shall
         terminate as of the date of his death. Upon the termination of the
         Executive's employment hereunder because of his death, the Executive's
         estate or representative, as the case may be, shall be entitled to
         receive the Accrued Benefits and a lump sum payment in cash equal to
         (i) one year's Base Salary as in effect on the Termination Date and
         (ii) the product of (x) sixty percent (60%) of the Base Salary as in
         effect on the Termination Date, multiplied by a fraction (y) the
         numerator of which shall be the number of months (including fractions
         thereof) worked by the Executive during the Company's fiscal year in
         which the Termination Date occurs and (z) the denominator of which
         shall be the number 12 (such amount under this clause (ii), the "Pro
         Rata Annual Bonus"). In addition, those immediate family members who
         were participating in the Company's medical benefit plan as of the date
         of the Executive's death shall continue to participate in the Company's
         medical benefit plan at active employee contribution rates for the
         one-year period immediately following the date of the Executive's
         death.

                         (c) Disability. The Executive's employment hereunder
         may be terminated during the Employment Period if the Executive is
         incapable of performing his principal duties hereunder because of
         physical or mental incapacity for a period of 45 consecutive working
         days or for more than 90 working days in any 12-month period
         ("Disability"). In the event that the Executive's employment is to be
         terminated pursuant to this Section 6(c), (i) this Agreement shall
         terminate on the date specified in the notice of termination delivered
         to the Executive (subject to Section 8(g) and Section 18), (ii) the
         Executive shall as of such date resign from all of his positions,
         duties and authorities hereunder but shall continue to be paid his Base
         Salary and (iii) the Executive shall be placed on a medical leave of
         absence until the earlier to occur of such date as he (A) qualifies for
         benefits under the Company's long-term disability plan or (B) is able
         to return to work, following which date his employment with the Company
         shall promptly be terminated. In the case of a termination of the
         Executive's employment pursuant to this Section 6(c), for purposes of
         calculating benefits pursuant to clauses (B) and (C) of this Section
         6(c), the Termination Date shall be the date upon which portions of
         this Agreement are terminated pursuant to the immediately preceding
         sentence and for all other purposes, the Termination Date shall be the
         date upon which the Executive's employment with the Company is
         terminated. In such event, the Executive (or his represen-








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         tative, as applicable) shall be entitled to: (A) the Accrued Benefits;
         (B) a lump sum payment in cash equal to one year's Base Salary as in
         effect on the Termination Date; (C) the Pro Rata Annual Bonus; and (D)
         the continuation of health and welfare benefits at the levels in effect
         as of the Termination Date at no additional cost to the Executive than
         that which was in effect as of the Termination Date for the one-year
         period immediately following the Termination Date; provided, however,
         that such benefits shall be reduced to the extent comparable benefits
         are made available to the Executive from a successor employer, and the
         Executive shall be obligated to report such benefits to the Company. It
         is acknowledged and agreed by the Executive that he shall be precluded
         from terminating his employment hereunder for Good Reason in the event
         that his employment hereunder is terminated pursuant to this Section
         6(c).

                         (d) For Cause; Without Good Reason. The Executive's
         employment hereunder may be terminated during the Employment Period (i)
         by the Company for Cause (as defined below) or (ii) by the Executive
         without Good Reason (as defined below). In the event that the Company
         terminates the Executive's employment hereunder for Cause, the
         Termination Date shall be the date specified in the notice of
         termination for Cause delivered by the Company to the Executive. In the
         event that the Executive terminates his employment hereunder without
         Good Reason, the Termination Date shall be no earlier than 30 days
         following the date on which a notice of termination is delivered by the
         Executive to the Company. In the event that the Executive's employment
         hereunder is terminated pursuant to this Section 6(d), the Executive
         shall be entitled to the Accrued Benefits.

                         (e) Without Cause; For Good Reason; Change in Control.
         The Executive's employment hereunder may be terminated during the
         Employment Period (i) by the Company without Cause, (ii) by the
         Executive for Good Reason or (iii) by the Executive for any reason
         during the three-month period immediately following a Change in
         Control. In the event that the Executive's employment is terminated
         pursuant to this Section 6(e) (whether by the Company or by the
         Executive), the Termination Date shall be no earlier than 30 days
         following the date on which a notice of termination is delivered by one
         party to the other. In the event that the Executive's employment is
         terminated pursuant to this Section 6(e), the Executive (or his estate
         or representative, as the case may be) shall be entitled to receive and
         Accrued Benefits and, for the duration of the Term as in effect
         immediately prior to the Termination Date: (A) one hundred sixty
         percent (160%) of the Base Salary (at the rate in effect as of the
         Termination Date), paid in accordance with the Company's payroll
         policies as in effect from time to time; (B) the







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         continuation of health and welfare benefits at the levels in effect as
         of the Termination Date at no additional cost to the Executive than
         that which was in effect as of the Termination Date; provided, that
         such benefits shall be reduced to the extent comparable benefits are
         made available to the Executive from a successor employer, and the
         Executive shall be obligated to report such benefits to the Company;
         and (C) executive level career outplacement services by a firm selected
         by the Executive and paid for as incurred by the Company.

                         (f) Set-Off and Reimbursement of Sign-On/Retention
         Bonus. Notwithstanding anything to the contrary contained herein, in
         the event that prior to August 1, 2004, the Executive's employment
         hereunder is terminated (i) by the Company For Cause pursuant to
         Section 6(d) or (ii) by the Executive without Good Reason pursuant to
         Section 6(d), then and only then, the Company shall have the right to
         set-off the Repayment Amount (as defined below) against any payments
         due to the Executive hereunder and the Executive shall immediately
         repay to the Company the balance, if any, of the Repayment Amount that
         is not set-off by the Company pursuant to this Section 6(f). For
         purposes of this Agreement, the "Repayment Amount" shall equal the
         product of (i) the After-Tax Retention Payment Amount multiplied by
         (ii) a fraction (A) the numerator of which is the difference between
         1,095 less the number of days the Executive was employed by the Company
         prior to the Termination Date and (B) the denominator of which is 1,095
         (Repayment Amount = $669,000.00 x (1,095 - numbers of day employed) /
         1,095).

                         (g) Definition of "Cause" and "Good Reason".

                         For purposes of this Agreement, "Cause" means: (i) the
         willful failure of the Executive to perform his material duties with
         the Company which have been duly assigned to the Executive and which
         duties are commensurate with those of the position for which Executive
         is then employed, and which failure is not cured (if capable of cure)
         within 15 days after receipt of written notice of such failure, which
         notice identifies the manner in which the Executive has willfully
         failed to perform, (ii) the engaging by the Executive in willful
         conduct which is demonstrably injurious to the Company, monetarily or
         otherwise, (iii) the conviction of the Executive of any crime or
         offense constituting a felony, or (iv) a failure by the Executive to
         comply with any material provision of this Agreement, which failure is
         not cured (if capable of cure) within 15 days after receipt of written
         notice of such non-compliance by the Executive. Termination of the
         Executive for Cause shall mean termination by action of at least a
         majority of the Company's Board of Directors, at a meeting duly called
         and held upon at least 15 days' written notice to the







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         Executive specifying the particulars of the action or inaction alleged
         to constitute Cause and at which meeting the Executive and his counsel
         were entitled to be present and given adequate opportunity to be heard.
         For purposes of clauses (i) and (ii) of this definition, action or
         inaction by the Executive shall not be considered "willful" unless done
         or omitted by him (A) intentionally or not in good faith and (B)
         without reasonable belief that his action or inaction was in the best
         interest of the Company, and shall not include failure to act by reason
         of total or partial incapacity due to physical or mental illness.

                         For purposes of this Agreement, "Good Reason" means:
         (i) a material adverse alteration in the nature or status of the
         Executive's position, duties, responsibilities or authority from those
         in effect as of the Effective Date; (ii) a material reduction in the
         Executive's Base Salary or level of employee benefits (other than
         across-the-board reductions applied similarly to all of the Company's
         senior executives); (iii) failure to pay or provide any of the
         compensation set forth in this Agreement (except for an
         across-the-board deferral of compensation applied similarly to all of
         the Company's senior executives) which is not cured within 15 days
         after receipt by the Company of written notice thereof; (iv) the
         relocation of the Executive's principal place of employment more than
         30 miles from its location as of the Effective Date except for required
         travel on the Company's business; (v) assignment of duties or
         responsibilities to the Executive which are materially inconsistent
         with the provisions of this Agreement; (vi) failure to continue the
         Executive on the Board following his initial election or appointment to
         the Board or (vii) a failure by the Company to comply with any material
         provision of this Agreement, which failure is not cured (if capable of
         cure) within 15 days after receipt of written notice of such
         non-compliance by the Company.

                         (h) Additional Payment.

                             (i) If any of the payments or benefits received or
              to be received by the Executive in connection with a Change in
              Control or the Executive's termination of employment (whether
              pursuant to the terms of this Agreement or any other plan,
              arrangement or agreement with the Company, any Person whose
              actions result in a Change in Control or any Person affiliated
              with the Company or such Person) (all such payments and benefits,
              excluding the Gross-Up Payment, being hereinafter referred to as
              the "Total Payments") will be subject to the excise tax imposed
              under Section 4999 of the Internal Revenue Code of 1986, as
              amended (the "Code" and such excise tax, the "Excise Tax"), the
              Company shall pay to the Executive an additional







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              amount (the "Gross-Up Payment") such that the net amount retained
              by the Executive, after deduction of any Excise Tax on the Total
              Payments and any federal, state and local income and employment
              taxes incurred by the Executive in connection with payment of the
              Gross-Up Payment, shall be equal to the Total Payments.

                             (ii) For purposes of determining whether any of the
              Total Payments will be subject to the Excise Tax and the amount of
              such Excise Tax, (A) all of the Total Payments shall be treated as
              "parachute payments" (within the meaning of section 280G(b)(2) of
              the Code) unless, in the opinion of tax counsel ("Tax Counsel")
              reasonably acceptable to the Executive and selected by the
              accounting firm which was, immediately prior to the Change in
              Control, the Company's independent auditor (the "Auditor"), such
              payments or benefits (in whole or in part) do not constitute
              parachute payments, including by reason of section 280G(b)(4)(A)
              of the Code, (B) all "excess parachute payments" within the
              meaning of section 280G(b)(l) of the Code shall be treated as
              subject to the Excise Tax unless, in the opinion of Tax Counsel,
              such excess parachute payments (in whole or in part) represent
              reasonable compensation for services actually rendered (within the
              meaning of section 280G(b)(4)(B) of the Code) in excess of the
              Base Amount allocable to such reasonable compensation, or are
              otherwise not subject to the Excise Tax, and (C) the value of any
              noncash benefits or any deferred payment or benefit shall be
              determined by the Auditor in accordance with the principles of
              sections 280G(d)(3) and (4) of the Code. For purposes of
              determining the amount of the Gross-Up Payment, the Executive
              shall be deemed to pay federal income tax at the highest marginal
              rate of federal income taxation in the calendar year in which the
              Gross-Up Payment is to be made and state and local income taxes at
              the highest marginal rate of taxation in the state and locality of
              the Executive's residence or the Executive's place of business,
              whichever is higher, on the Termination Date (or if there is not
              yet a Termination Date, then the date on which the Gross-Up
              Payment is calculated for purposes of this Section 6(h)), net of
              the maximum reduction in federal income taxes which could be
              obtained from deduction of such state and local taxes.

                             (iii) In the event that the Excise Tax is finally
              determined to be less than the amount taken into account hereunder
              in calculating the Gross-Up Payment, the Executive shall repay to
              the Company, within five business days following the time that the
              amount of







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              such reduction in the Excise Tax is finally determined, the
              portion of the Gross-Up Payment attributable to such reduction
              (including that portion of the Gross-Up Payment attributable to
              the Excise Tax and federal, state and local income and employment
              taxes imposed on the Gross-Up Payment being repaid by the
              Executive), to the extent that such repayment results in a
              reduction in the Excise Tax and a dollar-for-dollar reduction in
              the Executive's taxable income and wages for purposes of federal,
              state and local income and employment taxes, plus interest on the
              amount of such repayment at 120% of the rate provided in section
              1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the
              event any portion of the amount to be repaid to the Company has
              been paid to any tax authority, repayment thereof shall not be
              required until actual refund or credit of such portion has been
              made to Executive, and interest payable to the Company shall not
              exceed the interest received or credited to Executive by such tax
              authority. In the event that the Excise Tax is determined to
              exceed the amount taken into account hereunder in calculating the
              Gross-Up Payment (including by reason of any payment the existence
              or amount of which cannot be determined at the time of the
              Gross-Up Payment), the Company shall make an additional Gross-Up
              Payment in respect of such excess (including any interest,
              penalties or additions payable by the Executive with respect to
              such excess and the Gross-Up Payment attributable to the Excise
              Tax and federal, state, and local income and employment taxes
              imposed on the Gross-Up Payment being made to the Executive)
              within five business days following the time that the amount of
              such excess is finally determined. The Executive and the Company
              shall each reasonably cooperate with the other in connection with
              any administrative or judicial proceedings concerning the
              existence or amount of liability for Excise Tax with respect to
              the Total Payments.

                             (iv) The payments provided in this Section 6(h)
              hereof shall be made not later than the thirtieth day following
              the Date of Termination (or if there is no Date of Termination,
              then the date on which the Gross-Up Payment is calculated for
              purposes of this Section 6(h)).

                             (v) No Mitigation. Upon termination of the
              Executive's employment with the Company, subject to the
              Executive's affirmative obligations pursuant to Section 6(c) and
              6(e), the Executive shall be under no obligation to seek other
              employment or otherwise mitigate the obligations of the Company
              under this Agreement.



                                       13
<PAGE>


                         7. Directors' and Officers' Insurance; Indemnification.
         In addition to any rights to indemnification to which the Executive is
         entitled under the Company's Restated Certificate of Incorporation and
         Bylaws, the Company shall indemnify the Executive at all times during
         and after the Employment Period to the maximum extent permitted under
         the Delaware Business Corporation Act or any successor provision
         thereof, and any and all applicable state law, and shall pay the
         Executive's expenses (including reasonable attorneys' fees and
         expenses, which shall be paid in advance by the Company as incurred,
         subject to recoupment in accordance with applicable law) in defending
         any civil action, suit or proceeding in advance of the final
         disposition of such action, suit or proceeding to the maximum extent
         permitted under such applicable state laws for the Executive's action
         or inaction on behalf of the Company under the terms of this Agreement
         including but not limited to any acts or alleged acts arising out of
         events prior to the Executive's employment by the Company which
         obligation shall survive the termination of the Executive's employment
         or the termination of the other provisions of this Agreement.

                         8. Confidential Information; Removal of Documents;
         Non-Competition; etc. For purposes of this Section 8, "Company" shall
         mean the Company, its subsidiaries and affiliates.

                            (a) Confidentiality. Except as otherwise provided in
         this Agreement, at all times during and after the Employment Term, the
         Executive shall keep secret and retain in strictest confidence, any and
         all Confidential Information (as defined below) relating to the
         Company, and shall use such Confidential Information only in
         furtherance of the performance by the Executive of the Executive's
         duties to the Company and not for personal benefit or the benefit of
         any interest adverse to the Company's interests. For purposes of this
         Agreement, "Confidential Information" shall mean any information
         including without limitation plans, specifications, models, samples,
         data, customer lists and customer information, computer programs and
         documentation, and other technical and/or business information, in
         whatever form, tangible or intangible, that can be communicated by
         whatever means available at such time, that relates to the Company's
         current Business or future business contemplated during the Employment
         Period, products, services and development, or information received
         from others that the Company is obligated to treat as confidential or
         proprietary; provided, however, that such Confidential Information
         shall not include any information that (i) has become generally
         available to the public other than as a result of a disclosure by the
         Executive, or (ii) was available to or became known to the Executive
         prior to the






                                       14
<PAGE>
         disclosure of such information on a non-confidential basis without
         breach of any duty of confidentiality from any party to the Company,
         and the Executive shall not disclose such Confidential Information to
         any person or entity other than the Company, except as may be required
         by law or court or administrative order (in which event the Executive
         shall so notify the Company as promptly as practicable). Upon
         termination of the Executive's employment hereunder for any reason, the
         Executive shall return to the Company all copies, reproductions and
         summaries of Confidential Information in the Executive's possession and
         erase the same from all media in the Executive's possession, and, if
         the Company so requests, shall certify in writing that the Executive
         has done so. All Confidential Information is and shall remain the
         property of the Company (or, in the case of information that the
         Company receives from a third party which it is obligated to treat as
         confidential, then the property of such third party).

                            (b) Non-Competition.

                               (i) During the Employment Period, the Executive
               shall not engage in Competition (as defined below) with the
               Company. For purposes of this Agreement, "Competition" by the
               Executive shall mean the Executive's engaging in, or otherwise
               directly or indirectly being employed by or acting as a
               consultant or lender to, or being a director, officer, employee,
               principal, agent, stockholder, member, owner or partner of, or
               permitting the Executive's name to be used in connection with the
               activities of any other business or organization anywhere which
               competes, directly or indirectly, with the Business of the
               Company as the same shall be constituted at the Termination Date
               or which, during the six-month period prior to the Executive's
               termination, the Company had made substantial plans with the
               intention of establishing operations.

                               (ii) Following termination of the Executive's
               employment hereunder, for the remainder of the Term as in effect
               immediately prior to the Termination Date, Executive shall not
               engage in Competition with the Company in any locality or region
               in which the Company had operations at the time of, or within six
               months prior to, the Executive's termination, or in which, during
               the six-month period prior to the Executive's termination, the
               Company had made substantial plans with the intention of
               establishing operations in such locality or region; provided,
               however, that it shall not be a violation of this sub-paragraph
               for the Executive to become the registered or beneficial owner of
               up to three percent







                                       15
<PAGE>

         (3%) of any class of the capital stock of a competing corporation
         registered under the Exchange Act, provided that the Executive does not
         actively participate in the business of such corporation until such
         time as this covenant expires.

                         (c) Non-Solicitation. Following termination of the
         Executive's employment hereunder, for the remainder of the Term as in
         effect immediately prior to the Termination Date, the Executive agrees
         that the Executive shall not, directly or indirectly, for the
         Executive's benefit or for the benefit of any other person, firm or
         entity, engage any of the following conduct:

                                   (i) solicit from any customer doing business
                  with the Company as of the Termination Date, business of the
                  same or of a similar nature to the business of the Company
                  with such customer;

                                   (ii) solicit from any known potential
                  customer of the Company business of the same or of a similar
                  nature to that which has been the subject of a known written
                  or oral bid, offer or proposal by the Company, or of
                  substantial preparation with a view to making such a bid,
                  proposal or offer, within six months prior to the Executive's
                  termination;

                                   (iii) solicit the employment or services of,
                  or hire, any person who was known to be employed by or was a
                  known consultant to the Company upon the termination of the
                  Executive's employment, or within six months prior thereto; or

                                   (iv) otherwise interfere with the business or
                  accounts of the Company.

                         (d) Intellectual Property. All Intellectual Property
         (as defined below) and Technology (as defined below) created,
         developed, obtained or conceived of by the Executive during the
         Employment Period, and all business opportunities presented to the
         Executive during the Employment Period, shall be owned by and belong
         exclusively to the Company, provided that they reasonably relate to the
         Business, and the Executive shall (i) promptly disclose any such
         Intellectual Property, Technology or business opportunity to the
         Company, and (ii) execute and deliver to the Company, without
         additional compensation, such instruments as the Company may require
         from time to time to evidence its ownership of any such Intellectual
         Property, Technology or business opportunity. For purposes of this
         Agreement, (A) the term "Intellectual Property" means and includes any
         and






                                       16
<PAGE>

         all trademarks, trade names, service marks, service names, patents,
         copyrights, and applications therefor, and (B) the term "Technology"
         means and includes any and all trade secrets, proprietary information,
         invention, discoveries, know-how, formulae, processes and procedures.

                         (e) The Executive acknowledges that the services to be
         rendered by the Executive to the Company are of a special and unique
         character, which gives this Agreement a peculiar value to the Company,
         the loss of which may not be reasonably or adequately compensated for
         by damages in an action at law, and that a material breach or
         threatened breach by the Executive of any of the provisions contained
         in this Section 8 shall cause the Company irreparable injury. The
         Executive therefore agrees that the Company shall be entitled, in
         addition to any other right or remedy, to a temporary, preliminary and
         permanent injunction, without the necessity of proving the inadequacy
         of monetary damages or the posting of any bond or security, enjoining
         or restraining the Executive from any such violation or threatened
         violations.

                         (f) The Executive further acknowledges and agrees that
         due to the uniqueness of the Executive's services and confidential
         nature of the information the Executive shall possess, the covenants
         set forth herein are reasonable and necessary for the protection of the
         business and goodwill of the Company.

                         (g) Continuing Operation. Any termination of the
         Executive's employment or of this Agreement shall have no effect on the
         continuing operation of this Section 8.

                     9. Severability. It is the desire and intent of the parties
         that the provisions of this Agreement shall be enforced to the fullest
         extent permissible under the laws and public policies applied in each
         jurisdiction in which enforcement is sought. Accordingly, if any
         particular provision or portion of this Agreement shall be adjudicated
         to be invalid or unenforceable, this Agreement shall be deemed amended
         to delete therefrom the portion thus adjudicated to be invalid or
         unenforceable, such deletion to apply only with respect to the
         operation of such provision in the particular jurisdiction in which
         such adjudication is made.

                     10. Notices. All communications, requests, consents and
         other notices provided for in this Agreement shall be in writing and
         shall be deemed give if delivered by hand or mailed by first class
         mail, postage prepaid, to the last known address of the recipient.




                                       17
<PAGE>


                     11. Governing Law. This Agreement shall be governed by and
         construed and enforced in accordance with the laws of the State of
         Delaware, without regard to its conflicts of laws provisions.

                     12. Assignment. Neither this Agreement nor any rights or
         duties hereunder may be assigned by the Executive without the prior
         written consent of the Company. The Company shall have the right at any
         time to assign this Agreement to its successors and assigns; provided,
         however, that the assignee or transferee is the successor to all or
         substantially all of the business and assets of the Company and such
         assignee or transferee expressly assumes all of the obligations, duties
         and liabilities of the Company set forth in this Agreement.

                     13. Amendments. No provisions of this Agreement shall be
         altered, amended, revoked or waived except by an instrument in writing,
         signed by each party to this Agreement.

                     14. Binding Effect. Except as otherwise provided herein,
         this Agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their respective legal representatives, heirs,
         successors and assigns.

                     15. Execution in Counterparts. This Agreement may be
         executed in any number of counterparts, each of which shall be deemed
         an original, but all of which together shall constituted one and the
         same instrument.

                     16. Arbitration. Any dispute, controversy or question
         arising under, out of, or relating to this Agreement (or the breach
         thereof), or, the Executive's employment with the Company or
         termination thereof, shall be referred for arbitration in the State of
         Michigan to a neutral arbitrator selected by the Executive and the
         Company and this shall be the exclusive and sole means for resolving
         such dispute. Such arbitration shall be conducted in accordance with
         the National Rules for Resolution of Employment Disputes of the
         American Arbitration Association. The arbitrator shall have the
         discretion to award reasonable attorneys' fees, costs and expenses to
         the prevailing party. Judgment upon the award rendered by the
         arbitrator may be entered in any court having jurisdiction thereof.

                     17. Entire Agreement. This Agreement sets forth the entire
         agreement and understanding of the parties and supersedes all prior
         understandings, agreements (including the Original Agreement) or
         representations by or between the parties, whether written or oral,
         which relate in any way to the subject matter hereof.





                                       18
<PAGE>


                     18. Survivorship. The provisions of this Agreement
         necessary to carry out the intention of the parties as expressed herein
         shall survive the termination or expiration of this Agreement.

                     19. Waiver. Except as provided herein, the waiver by either
         party of the other party's prompt and complete performance, or breach
         or violation, of any provision of this Agreement shall not operate nor
         be construed as a waiver of any subsequent breach or violation, and the
         failure by any party hereto to exercise any right or remedy which it
         may possess hereunder shall not operate nor be construed as a bar to
         the exercise of such right or remedy by such party upon the occurrence
         of any subsequent breach or violation.

                     20. Captions. The captions of this Agreement are for
         convenience and reference only and in no way define, describe, extend
         or limit the scope or intent of this Agreement or the intent of any
         provision hereof.

                     21. Construction. The parties acknowledge that this
         Agreement is the result of arm's-length negotiations between
         sophisticated parties each afforded representation by legal counsel.
         Each and every provision of this Agreement shall be construed as though
         both parties participated equally in the drafting of same, and any rule
         of construction that a document shall be construed against the drafting
         party shall not be applicable to this Agreement.





                                       19
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         date first above written.



                                           By:_____________________________
                                              Curtis J. Clawson





                                           HAYES LEMMERZ INTERNATIONAL,
                                           INC.





                                           By:_____________________________
                                           Name:
                                           Title:





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