Exhibit 10.57


 


TOWER
INTERNATIONAL


17672
Laurel Park Drive N


Suite
400E


Livonia,
MI 48152


 


December
19, 2011


 


Mr.
James C. Gouin


CFO


Tower
International, Inc.


 


Dear
Jim:


 


Reference
is hereby made to the Employment Agreement, as amended, between Tower Automotive Operations USA I, LLC (the “Company”)
and you dated as of November 1, 2007, as extended by letter agreements dated as of September 2009 and June 7, 2010 (as so extended,
the “Employment Agreement”). Capitalized terms used in this letter agreement and not specifically defined in this letter
agreement shall have the meanings set forth in the Employment Agreement. The principal purpose of this letter agreement is to memorialize
the extension of the employment relationship under the Employment Agreement (as contemplated by Section 2 of the Employment Agreement).


 


Subject
to your acceptance of the terms set forth in this letter (by signing the enclosed copy of this letter and returning it to the undersigned
within the time frame provided):


 


1.           Extension
Notice. This letter shall serve as the Company’s written notice to you of its intention to extend the Term of the Employment
Agreement and shall be deemed the Extension Notice contemplated under Section 2 of the Employment Agreement.


 


2.           Term.
Section 2 of your Employment Agreement is hereby amended to permit the Company to extend your Employment Agreement for periods
of either one, two or three years (rather than just one-year or two-year extension periods). To effect this change, the second
sentence of Section 2 is hereby amended and restated to read:


 


“Effective
upon the expiration of the Initial Term and of each Additional Term (as defined below), if any, this Agreement and the employment
relationship hereunder may be extended for an additional period of one (1) or, if you agree, two (2) or up to three (3) years,
subject to earlier termination pursuant to Section 5, (each, an “Additional Term”), in each such case commencing upon
the expiration of the Initial Term or the then-current Additional Term, as the case may be, but only if, at least sixty (60) calendar
days prior to the expiration of the Initial Term or the then-current Additional Term, as the case may be, the Company shall have
given written notice to the Employee of its intention to extend the Term of this Agreement and the time period (one or, if you
agree, two or three years) of the extension (the “Extension Notice”).”


 


The
second Additional Term of your Employment Agreement, which commenced on November 1, 2010 and was heretofore scheduled to expire
on October 31, 2012, shall be extended until December 31, 2014 (the “Extended Second Additional Term”).


 


3.           Base
Salary. During the course of the Extended Second Additional Term, and pursuant to Section 4.1 of your Employment Agreement, on
an annual basis the Compensation Committee shall consider whether to increase your base salary, and such increases, if any, shall
take effect on January 1, 2012, January 1, 2013 and January 1, 2014, respectively.


 


4.           Severance
Amount. The modifications made in the calculation of the Severance Amount set forth in your letter agreement dated as of June 7,
2010 remain in full force and effect.


 


5.           Restricted
Stock Units. Concurrent with your execution of this letter agreement, you shall be awarded restricted stock units covering shares
of the common stock of Tower International, Inc. (“Tower”) having a Fair Market Value (as defined in Tower’s
2010 Equity Incentive Plan), as of the date of such award, of $1,000,000. The terms of such restricted stock units shall be governed
by a restricted stock unit agreement executed contemporaneously with your execution of this letter agreement.


 


Except
as specifically set forth in this letter, all terms of the Employment Agreement shall remain unmodified and in full force and effect.


 



    	 



    	 



    

 


Please
acknowledge your understanding and agreement with the terms set forth in this letter agreement by signing the enclosed copy of
this letter agreement and returning it to the undersigned on or before December 31, 2011. If you do not sign and return this letter
agreement within the time frame provided, this letter agreement (including, without limitation, the Extension Notice) shall be
void and of no force and effect and no such restricted stock units shall be granted.


 


We
look forward to your continued service to the Company.


 


	TOWER INTERNATIONAL, INC.	 
	 	 
	By:	/s/ Bill Cook	 
	Name: William Cook	 
	Title: Senior Vice President	 


 


	Agreed and accepted this	 
	20th day of December, 2011	 
	 	 
	/s/ James C. Gouin	 
	James C. Gouin