exhibit10-47.htm


    
      EXHIBIT
        10.47 – AGREEMENT BETWEEN AMERICAN AXLE & MANUFACTURING, INC. 


      AND
        RICHARD F. DAUCH DATED MAY 14, 2007

    

     

    AGREEMENT

    


    This
      Agreement dated as of May 14, 2007, by and between Richard F. Dauch
      (“Associate”) and American Axle & Manufacturing, Inc. (the
“Company”).

    


    WHEREAS,
      Associate is an executive officer and employee of the Company with the title
      of
      Executive Vice President-Worldwide Manufacturing, and has indicated his
      intention to seek employment outside the Company.

    


    WHEREAS,
      Associate and the Company intend for an amicable separation of employment as
      described herein.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants set forth herein, intending
      to be legally bound, the parties agree as follows:

    


    1.  Effective
      June 1, 2007, Associate will be assigned to an executive-level, non-officer
      position of Special Advisor to the President, reporting to the Company’s
      President & Chief Operation Officer (“COO”). Associate’s primary
      responsibilities will be to represent the President & COO and the Company on
      labor and industrial relations matters and will also include handling such
      other
      matters assigned to him by the President & COO.  Associate will
      devote his full business time and efforts to his duties as Special Adviser
      to
      the President, subject to Associate's right to spend a reasonable amount of
      time
      to seeking outside employment.  During his employment hereunder,
      Associate shall continue to be paid salary at the rate in effect as of the
      date
      hereof.

    


    2.  Associate’s
      assignment as Special Advisor to the President will continue until the earlier
      of the date on which the Associate finds outside employment or on May 31, 2008,
      whichever is sooner, at which time Associate’s employment with the Company will
      be terminated.  Upon termination of employment, Associate shall
      execute a Release of All Claims against the Company in the form and substance
      acceptable to the Company, which shall include non-compete,
      confidentiality/non-disparagement, no raid and other similar provisions. If
      Associate’s employment is terminated on May 31, 2008, Associate shall cease to
      receive salary payments hereunder, shall receive no separation, layoff or
      severance benefits or payments from the Company and shall only receive such
      other benefits as are required by law or the terms of any pension or welfare
      benefit plans in which he participates.

    


    3.  If
      Associate’s termination of employment occurs prior to May 31, 2008 due to his
      finding outside employment, or if the Company terminates his employment prior
      to
      May 31, 2008 other than for cause, Associate shall continue to be paid his
      salary from the termination date through May 31, 2008 (less applicable
      withholding taxes), provided that Associate executes a Release of all Claims
      against the Company as described in paragraph 2 above.  If Associate
      voluntarily terminates his employment prior to May 31, 2008 without having
      secured outside employment, or if the Company terminates Associate's employment
      for cause prior to May 31, 2008, Associate shall cease to receive salary
      payments hereunder, shall receive no separation, layoff or severance benefits
      or
      payments from the Company and shall only receive such other benefits as are
      required by law or the terms of any pension or welfare benefit plans in which
      he
      participates.

    


    4.  Notwithstanding
      anything to the contrary stated in this Agreement, Associate’s employment with
      the Company shall remain “at-will.”

    


    5.  Associate
      will be eligible to earn a cash bonus in an amount to be determined based on
      the
      factors used to calculate awards under the Company’s annual incentive program
      for executives, pro rated, as appropriate, for the period of his employment
      during 2007.  Associate shall no longer be eligible for any long-term
      incentive awards as of the date of this Agreement.

    


    6.  Associate
      shall remain eligible to participate in the benefit plans and programs offered
      to executives of the Company subject to their terms.

    


    7.  Associate
      hereby waives any claims he may have against the Company or any of its
      affiliates as of the date hereof except for accrued but unpaid salary and
      benefits, and expressly agrees that he has no right to separation, layoff or
      severance payments or benefits except as provided in this
      letter.  Associate and the Company each agrees not to make any
      disparaging or derogatory comments or remarks about the other party or any
      of
      his or its affiliates.

     

    8.  This
      Agreement contains the entire agreement and understanding of the parties
      regarding the subject matter hereof.

    


    9.  If
      any
      provision of this Agreement is held invalid by a court of competent
      jurisdiction, the remaining provisions of this Agreement shall remain in
      effect.

    


    10. 
The
      Agreement shall be governed by the laws of the State of Michigan without giving
      effect to the conflicts of laws provisions thereof.

     

    


    
      	 Associate 	 American
              Axle &
              Manufacturing, Inc.
	
               

            	
               

            	 	 
	 	 	 	 
	By:
/s/
              Richard F.
              Dauch	By:
/s/ Patrick
              S.
              Lancaster
	Richard
              F. Dauch	Patrick
              S. Lancaster
	 	Vice
              President, Chief Administrative
	 	Officer
              & Secretary