Form of Restricted Stock Award Agreement



 Exhibit 10.29 

RESTRICTED STOCK AWARD AGREEMENT 

TOWER INTERNATIONAL, INC. 

This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached
Exhibit A, is entered into between Tower International, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”). For purposes of this Agreement, the information referenced
in Exhibit A shall be as provided to the Awardee electronically via the website made accessible to the Awardee to accept the terms and conditions of this Award as set forth herein. 

WHEREAS, the Company desires to provide the Awardee an incentive to participate in the success and growth of the Company through the
opportunity to earn a proprietary interest in the Company; and 
 WHEREAS, to give effect to the foregoing intention, the
Company desires to grant the Awardee an award of Restricted Shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), pursuant to the Tower International, Inc. 2010 Equity Incentive Plan (the
“Plan”); 
 NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable
consideration, the parties hereto agree as follows: 
 1. Award. The Company hereby awards the Awardee the number of
restricted shares of Common Stock (each a “Restricted Share” and collectively the “Restricted Shares”) set forth in Exhibit A hereto, subject to the terms and conditions set forth herein and the provisions of the Plan, the
terms of which are incorporated herein by reference. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings as set forth in the Plan. 

2. Restrictions on Sale or Other Transfer. Each Restricted Share awarded to the Awardee pursuant to this Agreement shall be
subject to acquisition by the Company and may not be sold, transferred, assigned or pledged or otherwise be the subject of any disposition during the “Restriction Period” as defined below. One or more stock certificates representing the
Restricted Shares shall be issued to the Awardee and registered in the Awardee’s name promptly following the execution of this Agreement. Each Restricted Share shall be held physically or in book entry form with the Company’s transfer
agent until the restrictions set forth above with respect to such Restricted Share lapse in accordance with the provisions of Section 3 or until such Restricted Share is forfeited pursuant to Section 3. Restricted Shares shall be delivered
to the Awardee only when and to the extent that the restrictions set forth in Section 3 with respect to such Restricted Shares lapse. 







 3. Restriction Period. The Restricted Shares shall become vested, and the
restrictions applicable to Restricted Shares shall lapse, over a period of three years commencing on the Award Date (such period, the “Restriction Period”), as follows: 

 

			
	 Restrictions applicable to the

following Number of Restricted Shares:
	  	Shall lapse on the following date; provided that the Awardee is in the Continuous Service of the Company or any of its Subsidiaries on such date:
		
	One-third	  	First annual anniversary of the Award Date
		
	One-third	  	Second annual anniversary of the Award Date
		
	Remaining Restricted Shares Awarded	  	Third annual anniversary of the Award Date


To the extent that the restrictions lapse as to a fractional number of Restricted Shares on any date, the number shall be rounded to the
nearest whole number. 
 “Continuous Service” means the absence of any interruption or termination of service as an
employee, director, consultant, advisor or other individual service provider; provided, however, that periods of absence to the extent permitted by Company policies due to vacations, holidays, sick days, short term disability and other approved
absences, will not be considered to be an interruption or termination of service hereunder. Changes in status between service as an employee, director, consultant, advisor or other individual service provider to the Company or any of its
Subsidiaries will not constitute an interruption of service. 
 Notwithstanding the foregoing vesting schedule, the restrictions
with respect to all of the Restricted Shares awarded hereunder shall immediately lapse, and the Restricted Shares shall be fully vested, in the event that (i) the Awardee’s Continuous Service with the Company and/or its Subsidiaries
terminates due to the Awardee’s death or Disability, or (ii) a Change in Control occurs while the Awardee is in the Continuous Service of the Company or any of its Subsidiaries. 

4. Rights as Shareholder. Except with respect to the restrictions set forth in Section 2 above, upon the issuance to the
Awardee of Restricted Shares hereunder, the Awardee shall have all the rights of a shareholder of Common Stock with respect to such Restricted Shares, including the right to vote the shares and receive all dividends and other distributions paid or
made with respect thereto; provided, however, that such dividends and other distributions shall be retained by the Company for the Awardee’s account and for delivery to the Awardee, together with the stock certificate or certificates
representing such Restricted Shares, as and when said restrictions and conditions shall have been satisfied, expired or lapsed. 

5. Forfeiture. Except to the extent otherwise provided in Section 3, upon cessation of the Awardee’s Continuous Service
with the Company and its Subsidiaries, any Restricted Shares as to which the Restriction Period has not then lapsed shall (together with any dividends or distributions paid or declared thereon) be forfeited








 
by Awardee and such Restricted Shares (together with any dividends or distributions paid or declared thereon) shall thereupon be transferred to the Company at no cost to the Company. 

6. Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation hereunder to
issue or deliver certificates evidencing shares of Common Stock shall be subject to the terms of all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

 7. Investment Purpose. The Awardee represents and warrants that unless the Restricted Shares are registered under the
Securities Act of 1933, as amended (the “Securities Act”), any and all shares of Common Stock acquired by the Awardee under this Agreement will be acquired for investment for the Awardee’s own account and not with a view to, for
resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such shares of Common Stock within the meaning of the Securities Act. The Awardee agrees not to sell, transfer or otherwise dispose of such
shares unless they are either (1) registered under the Securties Act and all applicable state securities laws, or (2) exempt from such registration in the opinion of Company counsel. 

8. Securities Law Restrictions. Regardless of whether the offering and sale of shares of Restricted Shares pursuant to this
Agreement and the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such
shares of Common Stock (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary in order to achieve compliance with the
Securities Act or the securities laws of any state or any other law. 
 9. Lock-Up Agreement. The Awardee hereby agrees
that in the event that the Restriction Period lapses with respect to any of the Restricted Shares at a time during which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company, then
Awardee shall enter into an agreement, in form and substance satisfactory to the Company, pursuant to which the Awardee shall agree to restrictions on transferability of such Restricted Shares, and any Restricted Shares for which the Restriction
Period may lapse during such time, comparable to the restrictions agreed upon by such directors or officers of the Company. 

10. Withholding Taxes. The Company shall have the right to require the Awardee to remit to the Company, or to withhold from
amounts payable to the Awardee, as compensation or otherwise, the minimum statutory amount required to satisfy all federal, state and local income tax withholding requirements and the Awardee’s share of applicable employment withholding
taxes (including, without limitation, any such income or employment taxes resulting from (i) the expiration of restrictions set forth hereunder that are applicable to any Restricted Shares or (ii) an election made by the Awardee under
Section 83(b) of the Internal Revenue Code of 1986, as amended, (the “Code”)). 







 11. Awardee Representations. The Awardee has reviewed with the Awardee’s own tax
advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Awardee is relying solely on such advisors, and not on any statements or representations of the Company or any of its agents, if
any, made to the Awardee. The Awardee understands that the Awardee (and not the Company) shall be responsible for the Awardee’s own liability arising as a result of the transactions contemplated by this Agreement. 

12. Section 83(b) Election. The Awardee hereby acknowledges that the Awardee has been informed that, with respect to the
Restricted Shares, the Awardee may file an election with the Internal Revenue Service, within 30 days of the execution of this Agreement, electing pursuant to Section 83(b) of the Code to be taxed currently on any difference between the
purchase price of the Restricted Shares and their fair market value on the date of purchase. Absent such an election, taxable income will be measured and recognized by the Awardee at the time or times at which the forfeiture restrictions on the
Restricted Shares lapse. The Awardee is strongly encouraged to seek the advice of his or her own tax consultant in connection with the issuance of the Restricted Shares and the advisability of filing of the election under Section 83(b) of the
Code. THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY’S RESPONSIBILITY, BUT RATHER IS THE AWARDEE’S SOLE RESPONSIBILITY, TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY. If the Awardee files an election under Section 83(b)
of the Code, the Awardee shall promptly furnish the Company with a copy of the election. 
 13. Employment. The Awardee
acknowledges and agrees that (i) nothing in this Agreement or the Plan confers on the Awardee any right to continue an employment, service or consulting relationship with the Company, nor shall it affect in any way the Awardee’s right or
the Company’s right to terminate the Awardee’s employment, service, or consulting relationship at any time, with or without cause, subject to any employment agreement that may have been entered into by the Company and the Awardee; and
(ii) the Company would not have granted this Award to the Awardee but for these acknowledgements and agreements. 
 14.
Notices. Notices or communications to be made hereunder shall be in writing and shall be delivered in person, by registered mail, by confirmed facsimile or by a reputable overnight courier service to the Company at its principal office or to
the Awardee at his or her address contained in the records of the Company. Alternatively, notices and other communications may be provided in the form and manner of such electronic means as the Company may permit. 

15. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the








 
subject matter hereof, and may not be modified adversely to the Awardee’s interest except by means of a writing signed by the Company and the Awardee. In the event of any conflict between
this Agreement and the Plan, the Plan shall be controlling. This Agreement shall be construed under the laws of the State of Delaware, without regard to conflict of laws principles. 

16. Opportunity for Review. Awardee and the Company agree that this Award is granted under and governed by the terms and
conditions of the Plan and this Award Agreement. The Awardee has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Award Agreement and fully understands all
provisions of the Plan and this Award Agreement. The Awardee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Award Agreement. The Awardee
further agrees to notify the Company upon any change in Awardee’s residence address. 
 17. Binding Effect. This
Agreement shall be binding upon and inure to the benefit of the Company and the Awardee and their respective permitted successors, assigns, heirs, beneficiaries and representatives. 

18. Section 409A Compliance. To the extent that this Agreement and the award of Restricted Shares hereunder are or become
subject to the provisions of Section 409A of the Code, the Company and the Awardee agree that this Agreement may be amended or modified by the Company as appropriate to maintain compliance with the provisions of Section 409A of the Code.

 19. Electronic Acceptance. The Awardee shall be deemed to have accepted and agreed to the terms and conditions of this
Agreement by accepting the Agreement by such electronic means as the Company may permit. 







 EXHIBIT A 

TOWER INTERNATIONAL, INC. 

RESTRICTED STOCK AWARD AGREEMENT 
  

	(a).	Awardee’s Name:
                                         
                                         
   

  

	(b).	Awardee’s Social Security Number (last four digits only): xxx-xx-         


 

	(c).	Award Date:
                                     


 

	(d).	Number of Restricted Shares Granted: