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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from to
 Commission file number: 000-50303
 Hayes Lemmerz International, Inc.
 (Exact name of Registrant as Specified in its Charter)
 Delaware(State or Other Jurisdiction of Incorporation or Organization)
    
    32-0072578(I.R.S. Employer Identification No.)15300 Centennial Drive, 
Northville, Michigan(Address of Principal Executive Offices)
    
    48168(Zip Code)
 Registrants telephone number, including area code: (734) 737-5000
 Securities Registered Pursuant to Section 12(b) of the Act:
 Title Of Each Class
    
    Name of Each Exchange on which Registered:Common Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
 Securities
Registered Pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o   
    Accelerated filer þ
    Non-accelerated filer o
    Smaller reporting company o
 o þ
  Yes
þ No
o
  DOCUMENTS INCORPORATED BY REFERENCE




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Explanatory Note
     2




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##### 



HAYES LEMMERZ INTERNATIONAL, INC.
FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers, and Corporate Governance
    
    
    5Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    29Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    32Item 14. Principal Accounting Fees and Services
    
    
    32PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    33Signatures
    
    
    34Exhibit 31.1Exhibit 31.2
   3




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FORWARD-LOOKING STATEMENTS
 Unless otherwise indicated, references to we, us, or our mean Hayes Lemmerz International,
Inc., a Delaware corporation, and our subsidiaries. References to fiscal year means the 12-month
period commencing on February 1 st of that year and ending January 31 st of the
following year (e.g., fiscal 2008 means the period beginning February 1, 2008, and ending January
31, 2009). This report contains forward looking statements with respect to our financial condition,
results of operations, and business. All statements other than statements of historical fact made
in this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K are forward-looking. Such
forward-looking statements include, among others, those statements including the words expect,
anticipate, intend, believe, and similar language. These forward looking statements involve
certain risks and uncertainties. Our actual results may differ significantly from those projected
in the forward-looking statements. Factors that may cause actual results to differ materially from
those contemplated by such forward looking statements include, among others: (1) competitive
pressure in our industry; (2) fluctuations in the price of steel, aluminum, and other raw materials
and our ability to maintain credit terms with our suppliers; (3) changes in general economic
conditions; (4) our dependence on the automotive industry (which has historically been cyclical)
and on a small number of major customers for the majority of our sales; (5) pricing pressure from
automotive industry customers and the potential for re-sourcing of business to lower-cost
providers; (6) changes in the financial markets or our debt ratings affecting our financial
structure and our ability to borrow money or find alternative sources of additional liquidity;
(7) the uncertainties inherent in international operations and foreign currency fluctuations; (8)
the impact of our Chapter 11 bankruptcy filing on our business; and (9) the risks described in
Section 1A, Risk Factors of the Original Filing You are cautioned not to place undue reliance on
the forward-looking statements, which speak only as of the date of this Amendment No. 1 on Form
10-K/A to our Annual Report on Form 10-K. We have no duty to update the forward looking statements
in this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K and we do not intend to
provide such updates.
  4




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PART III
 
 Item 10. Directors, Executive Officers, and Corporate Governance
 Board of Directors
  Year First
    
    Term as DirectorName
    
    Age
    
    Position Held With Us
    
    Class
    
    Became Director
    
    Will Expire (1)Curtis J. Clawson
    
    
    49
    
    
    President, Chief Executive Officer
and Chairman of the Board
    
    I
    
    
    2001
    
    
    
    2010George T. Haymaker, Jr.
    
    
    71
    
    
    Lead Director
    
    I
    
    
    2003
    
    
    
    2010William H. Cunningham
    
    
    65
    
    
    Director
    
    II
    
    
    2003
    
    
    
    2011Mohsen Sohi
    
    
    50
    
    
    Director
    
    II
    
    
    2004
    
    
    
    2011Henry D. G. Wallace
    
    
    63
    
    
    Director
    
    III
    
    
    2003
    
    
    
    2009Richard F. Wallman
    
    
    58
    
    
    Director
    
    III
    
    
    2003
    
    
    
    2009Cynthia L. Feldmann
    
    
    56
    
    
    Director
    
    III
    
    
    2006
    
    
    
    2009
 
 (1)
    
    Directors terms of office are scheduled to expire at the annual meeting of stockholders to
be held in the year indicated. Curtis J. Clawson
 William H. Cunningham
 Cynthia L. Feldmann
 George T. Haymaker, Jr.
  5




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Mohsen Sohi
 Henry D. G. Wallace
 Richard F. Wallman
 Executive Officers
  Name
    
    Age
    
    PositionCurtis J. Clawson
    
    
    49
    
    
    President, Chief Executive Officer and Chairman of the BoardFred Bentley
    
    
    43
    
    
    Chief Operating Officer and President, Global Wheel GroupMark A. Brebberman
    
    
    48
    
    
    Vice President and Chief Financial OfficerPatrick C. Cauley
    
    
    49
    
    
    Vice President, General Counsel and SecretaryJohn A. Salvette
    
    
    53
    
    
    Vice President, Business Development
  Fred Bentley
  6




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##### Table of Contents



Mark A. Brebberman
 Patrick C. Cauley
 John A. Salvette
  Section 16(a) Beneficial Ownership Reporting Compliance
   Corporate Governance Matters
 Code of Ethics for Chief Executive and Senior Financial Officers
 www.hayes-lemmerz.com
 
    
    Avoid situations in which their own interests conflict, or may appear to conflict,
with the interests of the Company and to promptly disclose any actual or apparent
conflicts of interest to our General Counsel.
 
    
    Work to ensure that we fully, fairly and accurately disclose information in a timely
and understandable manner in all reports and documents that we file or submit to the SEC
and in other public communications made by us.
 
    
    Comply with applicable laws, rules and regulations that govern the conduct of our
business and report any suspected violations of the code to the Audit Committee of the
Board of Directors.
  7




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Procedures for Stockholders to Recommend Nominees for the Board of Directors
  Audit Committee
  
 Item 11. Executive Compensation
 Compensation Discussion and Analysis
 Objectives and Principles of Executive Compensation
   
    
    Compensation should be competitive with that offered by other companies of similar
size and in similar industries.
 
    
    Compensation among executives should be equitable, based on their respective roles
and responsibilities.
 
    
    Compensation should be tied to the achievement of corporate and individual
performance goals and objectives.
 
    
    Compensation programs should provide an appropriate balance between guaranteed and
at risk components so as to provide significant upside for outstanding performance
without encouraging improper behavior.
 
    
    The percentage of total compensation that is at risk should increase as the level
of responsibility of an executive increases.
 
    
    Compensation programs should provide an appropriate balance between short-term and
long-term objectives and decision making.
 
    
    Each element of compensation should be easy to understand.
 
    
    Compensation programs should be flexible so as to allow compensation to be modified
in response to changing industry conditions or other factors while continuing to support
achievement of the Companys goals.
 
    
    Compensation programs should encourage ethical behavior by our executives.
 Use of Compensation Consultants and Benchmarking
    8




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Role of Management
   Allocation Among Components of Compensation
   Short-term
    
    
    Long-term
    
    
    Long-termBase
    
    
    Cash
    
    
    Cash
    
    
    EquityName
    
    Salary
    
    
    Incentives
    
    
    Incentives
    
    
    Incentives
    
    
    TotalCurtis J. Clawson
    
    
    25
    %
    
    
    25
    %
    
    
    30
    %
    
    
    20
    %
    
    
    100
    %Mark A Brebberman
    
    
    38
    %
    
    
    24
    %
    
    
    23
    %
    
    
    15
    %
    
    
    100
    %Fred Bentley
    
    
    30
    %
    
    
    30
    %
    
    
    24
    %
    
    
    16
    %
    
    
    100
    %Patrick C. Cauley
    
    
    38
    %
    
    
    24
    %
    
    
    23
    %
    
    
    15
    %
    
    
    100
    %John A. Salvette
    
    
    38
    %
    
    
    24
    %
    
    
    23
    %
    
    
    15
    %
    
    
    100
    %James A. Yost
    
    
    38
    %
    
    
    24
    %
    
    
    23
    %
    
    
    15
    %
    
    
    100
    %
  9




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Base Salary
    Short-Term Cash Incentives
    
    
    Focusing our Named Executive Officers on reducing costs and improving productivity,
liquidity, quality and safety.
 
    
    Aligning incentive compensation to key metrics used by stockholders to evaluate our
financial performance and by customers to evaluate the quality of our products.
 
    
    Establishing performance metrics that are easy for individuals throughout the Company
to understand and comprehend how individual actions can impact achievement of financial
metrics and promote the goals of customer satisfaction and safety throughout the
organization.
   10




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Long-Term Cash Incentives
     11




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Long-Term Equity Compensation
    Stock Ownership Guidelines
   12




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Benefits, Perquisites and Foreign Tax Equalization
  Retirement Benefits.
   Perquisites.
 Tax Equalization Payments.
 Severance and Change in Control Arrangements
   13




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
    
    Vesting of all unvested stock options and restricted stock units and lapse of
restrictions on shares of restricted stock.
 
    
    Payment of an amount equal to the greater of the target or current anticipated
payout, as determined by the Compensation Committee, under the Performance Cash Plan.
 
    
    Vesting of any unvested contributions to the 401(k) Plan and the SERP.
     Section 162(m) Policy
   14




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Compensation Committee Report
  The Compensation Committee
 
 Summary Compensation Table
  Change inPension ValueandNon-Equity
    
    
    NonqualifiedIncentive
    
    
    Deferred
    
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    
    Option
    
    
    Plan Comp-
    
    
    Compensation
    
    
    Comp-Principal Position
    
    Year
    
    
    Salary (1)
    
    
    Bonus (2)
    
    
    Awards (3)
    
    
    Awards (4)
    
    
    ensation (5)
    
    
    Earnings (6)
    
    
    ensation (7)
    
    
    Total ($)Curtis J. Clawson, President,
    
    
    2008
    
    
    $
    817,662
    
    
    
    
    
    
    $
    381,605
    
    
    $
    582,975
    
    
    
    
    
    
    
    
    
    
    $
    155,708
    
    
    $
    1,937,950Chief Executive Officer
    
    
    2007
    
    
    
    759,660
    
    
    
    453,000
    
    
    
    2,169,355
    
    
    
    1,061,092
    
    
    
    960,000
    
    
    
    
    
    
    
    176,241
    
    
    
    5,579,348and Chairman of the Board
    
    
    2006
    
    
    
    735,972
    
    
    
    108,378
    
    
    
    1,036,910
    
    
    
    
    
    
    
    2,233,510
    
    
    
    
    
    
    
    78,986
    
    
    
    4,193,756Mark A. Brebberman, Vice
    
    
    2008
    
    
    
    245,388
    
    
    
    46,507
    
    
    
    61,778
    
    
    
    95,128
    
    
    
    
    
    
    
    
    
    
    
    46,466
    
    
    
    495,266President and Chief
Financial Officer (8)Fred Bentley,
    
    
    2008
    
    
    
    418,754
    
    
    
    
    
    
    
    133,873
    
    
    
    204,516
    
    
    
    
    
    
    
    
    
    
    
    102,361
    
    
    
    859,504Chief Operating Officer
    
    
    2007
    
    
    
    380,750
    
    
    
    244,000
    
    
    
    470,753
    
    
    
    247,211
    
    
    
    492,000
    
    
    
    
    
    
    
    297,841
    
    
    
    2,132,555and President, Global
    
    
    2006
    
    
    
    352,437
    
    
    
    46,375
    
    
    
    165,684
    
    
    
    
    
    
    
    807,667
    
    
    
    
    
    
    
    298,250
    
    
    
    1,670,413Wheel GroupPatrick C. Cauley,
    
    
    2008
    
    
    
    312,577
    
    
    
    
    
    
    
    72,941
    
    
    
    111,430
    
    
    
    
    
    
    
    
    
    
    
    87,394
    
    
    
    584,343Vice President, General
    
    
    2007
    
    
    
    286,200
    
    
    
    135,016
    
    
    
    278,957
    
    
    
    154,259
    
    
    
    220,320
    
    
    
    
    
    
    
    82,087
    
    
    
    1,156,839Counsel and Secretary
    
    
    2006
    
    
    
    268,400
    
    
    
    35,148
    
    
    
    116,985
    
    
    
    
    
    
    
    611,727
    
    
    
    
    
    
    
    64,646
    
    
    
    1,096,906John A. Salvette,
    
    
    2008
    
    
    
    278,838
    
    
    
    25,000
    
    
    
    65,067
    
    
    
    99,404
    
    
    
    
    
    
    
    
    
    
    
    76,064
    
    
    
    544,373Vice President, Business
    
    
    2007
    
    
    
    262,609
    
    
    
    93,000
    
    
    
    294,870
    
    
    
    155,555
    
    
    
    196,560
    
    
    
    
    
    
    
    72,540
    
    
    
    1,075,134Development
    
    
    2006
    
    
    
    256,478
    
    
    
    22,184
    
    
    
    141,173
    
    
    
    
    
    
    
    401,904
    
    
    $
    2,802
    
    
    
    57,508
    
    
    
    882,049James A. Yost,
    
    
    2008
    
    
    
    142,364
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,047
    
    
    
    281,411Executive Vice President
    
    
    2007
    
    
    
    433,125
    
    
    
    160,000
    
    
    
    458,283
    
    
    
    246,771
    
    
    
    324,000
    
    
    
    
    
    
    
    87,492
    
    
    
    1,709,671and Chief Financial
    
    
    2006
    
    
    
    415,226
    
    
    
    54,918
    
    
    
    203,991
    
    
    
    
    
    
    
    956,448
    
    
    
    
    
    
    
    55,304
    
    
    
    1,685,887Officer (Resigned) (9)
 Explanatory Notes and Narrative Discussion
 (1)
    
    This column reflects total base salary paid to our Named Executive Officers during the fiscal
year and reflects a two-day unpaid furlough taken by all Named Executive Officers during the
fiscal year. Pursuant to employment agreements executed with each of our Named Executive
Officers, base salary is to be reviewed annually and may be increased, but not decreased, by
the Compensation Committee. The current base salaries of Messrs. Clawson, Brebberman,
Bentley, Cauley and Salvette are $824,000, $266,500, $422,000, $315,000 and $281,000,
respectively.
  15




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(2)
    
    For 2008, this column reflects a one-time bonus to Mr. Salvette in connection with his
assuming responsibility for the Companys information technology department in addition to
business development and a bonus to Mr. Brebberman based on a retention agreement entered into
before he became a Named Executive Officer, which provided that he would receive a bonus equal
to $125,000, less the actual amount of the prior years STIP payment made in the current
fiscal year.For 2007, this column reflects a one-time bonus intended to partially compensate the Named
Executive Officers for below-market equity incentive awards in fiscal 2006. With respect to Mr.
Cauley only, this column also includes a discretionary adjustment to his STIP award in the
amount of $11,016.For 2006, the column reflects the discretionary portion of the 2006 STIP awards. In fiscal 2006
the STIP included a discretionary award and a non-discretionary award. The amounts of the
discretionary awards were determined by the Compensation Committee based on individual or
business unit performance. Discretionary awards were targeted to be 20% of the total STIP award
achieved, with the maximum possible discretionary STIP award equal to twice the targeted
discretionary award.(3)
    
    This column reflects the compensation cost recognized by the Company for grants of restricted
stock units pursuant to Statement of Financial Accounting Standards No. 123R (FAS 123R).
For fiscal 2007, it includes the FAS 123R cost related to the non-compensatory anti-dilution
adjustments made to unvested restricted stock units in connection with the equity rights
offering and private placement completed in fiscal 2007. The FAS 123R cost is determined
based on the fair value of the award on the grant date, which may have no correlation to the
current market value of the shares or the market value of the shares on the day they vest.
The assumptions used in valuing the restricted stock units are disclosed in Note 15 to the
Consolidated Financial Statements at Item 8 of the Original Filing. The amount of
compensation for the fiscal year is determined by pro rating the fair value of the awards and
the anti-dilution adjustments over each vesting period and including the compensation
attributable to the portions of the vesting periods occurring within the fiscal year.
Compensation reflected in this column results from:
 
    
    In fiscal 2006 and 2007, a grant of restricted stock units made on July 28, 2003
with a FAS 123R fair value of $14.00 per share which vested as to one-third of the
grant on July 28, 2006 and as to the other two-thirds of the grant on July 28, 2007.
 
    
    In fiscal 2006, 2007 and 2008, a grant of restricted stock units made on September
17, 2006 with a FAS 123R fair value of $2.67 per share which vested as to one-half of
the grant on September 17, 2007 and which will vest as to the other one-half of the
grant on September 17, 2008.
 
    
    In fiscal 2007 and 2008, a grant of restricted stock units made on August 10, 2007
with a FAS 123R fair value of $3.79 per share which will vest on February 1, 2010.
 
    
    In fiscal 2007 and 2008, for Mr. Salvette only, a grant of restricted stock units
made on November 27, 2007 with a FAS 123R fair value of $4.00 per share which will vest
on February 1, 2010.
 
    
    In fiscal 2007 and 2008, the additional restricted stock units received pursuant to
the anti-dilution adjustments approved July 17, 2007 with a FAS 123R fair value of
$5.88 per share, portions of which vested on July 28, 2007 and September 17, 2007, and
the remainder of which will vest on September 17, 2008.
 
    
    In fiscal 2008, for all Named Executive Officers other than Mr. Yost, a grant of
restricted stock units made on July 13, 2008 with a FAS 123R fair value of $2.45 per
share which will vest on February 1, 2011.
 
    
    In fiscal 2008, for Mr. Brebberman only, a grant of restricted stock units made on
July 30, 2009 with a FAS 123R fair value of $2.36 per share which will vest on February
1, 2011.
   16




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##### Table of Contents



(4)
    
    This column reflects the compensation cost recognized by the Company for grants of stock
options pursuant to FAS 123R. For fiscal 2007, it includes the FAS 123R cost related to the
non-compensatory anti-dilution adjustments made to outstanding stock options in connection
with the equity rights offering and private placement completed in fiscal 2007. The FAS 123R
cost is determined based on the fair value of the award on the grant date, which may have no
correlation to the difference between the exercise price of a stock option and the market
value of the underlying shares. The assumptions used in valuing the stock options are
disclosed in Note 15 to the Consolidated Financial Statement included at Item 8 of the
Original Filing. The amount of compensation for the fiscal year is determined by pro rating
the fair value of the awards over each vesting period and including the compensation
attributable to the portions of the vesting periods occurring within the fiscal year.
Compensation reflected in this column results from:
 
    
    In fiscal 2007 and 2008, a grant of stock options made on August 10, 2007 with a FAS
123R fair value of approximately $2.35 per option which will become exercisable as to
one-third of such options on each of February 1, 2008, February 1, 2009 and February 1,
2010.
 
    
    In fiscal 2007 and 2008, for Mr. Salvette only, a grant of stock options made on
November 27, 2007 with a FAS 123R fair value of approximately $2.38 per option which
will become exercisable as to one-third of such options on each of February 1, 2008,
February 1, 2009 and February 1, 2010.
 
    
    In fiscal 2007, a change in the exercise price and increase in the number of shares
subject to outstanding stock options pursuant to the anti-dilution adjustments approved
July 17, 2007, which adjustment had a FAS 123R value of approximately $2.84 per share
for each option as so adjusted. The options were fully vested at the time of the
adjustment.
 
    
    In fiscal 2008, for all Named Executive Officers other than Mr. Yost, a grant of
incentive and non-qualified stock options made on July 13, 2008 with a FAS 123R fair
value of approximately $1.45 per option which will become exercisable as to one-third
of such options on each of February 1, 2009, February 1, 2010 and February 1, 2011.
 
    
    In fiscal 2008, for Mr. Brebberman only, a grant of incentive and non-qualified
stock options made on July 30, 2008 with a FAS 123R fair value of approximately $1.40
per option which will become exercisable as to one-third of such options on each of
February 1, 2009, February 1, 2010 and February 1, 2011.
 Although risk of forfeiture is not considered in determining the FAS 123R value for the Summary
Compensation Table, unvested stock options are subject to forfeiture if the Named Executive
Officer is no longer employed by the Company. Stock options generally have a term of 10 years
from the date of grant and, unless they expire earlier by their terms, will expire 90 days
following termination of employment for Named Executive Officers with less than ten years of
service with the Company, or two years following the date of termination for Named Executive
Officers with ten or more years of service. However, it is likely that any unvested stock
options will be cancelled as part of any plan of reorganization approved in the Companys
Chapter 11 proceeding.(5)
    
    Although STIP payments were earned at 25.5% of target for fiscal 2008, the Compensation
Committee determined not to make STIP payments to the Named Executive Officers due to the
Companys anticipated Chapter 11 proceeding.For fiscal 2007, this column consists of incentive compensation earned under the STIP. A
discretionary increase to Mr. Cauleys 2007 STIP award approved by the Compensation Committee
appears in the Bonus column. STIP awards in 2007 were based on performance relative to EBIT and
Free Cash Flow targets and were paid at 120% of the target, prior to discretionary adjustments.For fiscal 2006, this column consists of the non-discretionary portion of incentive compensation
earned under the STIP and compensation earned under the Officer Bonus Plan (OBP). The amounts
of compensation attributable to each of the STIP and OBP in fiscal 2006 are set forth in the
following table:
 Name
    
    STIP
    
    
    OBPCurtis J. Clawson
    
    $
    433,510
    
    
    $
    1,800,000Fred Bentley
    
    
    123,667
    
    
    
    684,000Patrick C. Cauley
    
    
    93,727
    
    
    
    518,000John A. Salvette
    
    
    88,737
    
    
    
    313,167James A. Yost
    
    
    146,448
    
    
    
    810,000
 The OBP awards were paid in three equal installments, with the final installment paid in July
2008. Payment of Mr. Yosts final OBP installment was forfeited when he resigned from the
Company in May 2008.
  17




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(6)
    
    The amount in this column represents the change in the actuarial present value of the
accumulated benefits of Mr. Salvette under our defined benefit pension plan. The value of the
accumulated benefits decreased in 2007 and 2008, although SEC rules do not permit the use of
negative amounts in the Summary Compensation Table. The value of the accumulated benefits for
Mr. Salvette decreased by $2,206 in 2007 and by $2,981 in 2008. Participation in the plan and
all accrued benefits were frozen in 1994 and Mr. Salvette is the only Named Executive Officers
who was a participant in the plan in fiscal 2008. None of our Named Executive Officers
received above-market or preferential earnings on the Supplemental Executive Retirement Plan
or on any other deferred compensation that is not tax-qualified.(7)
    
    This column includes all other items of compensation. In fiscal 2008, this amount includes
for all of our Named Executive Officers: (i) contributions to our 401(k) Retirement Savings
Plan and the nonqualified Supplemental Executive Retirement Plan, (ii) tax gross ups or
reimbursements and (iii) perquisites and personal benefits. The incremental cost to the
Company for each
individual item of such compensation other than perquisites and personal benefits was less than
$10,000 for any Named Executive Officer in Fiscal 2008, except as set forth in the following
table:
 RetirementPlanName
    
    ContributionsCurtis J. Clawson.
    
    $
    95,106Mark A. Brebberman
    
    
    15,558Fred Bentley
    
    
    45,550Patrick C. Cauley.
    
    
    28,663John A. Salvette
    
    
    24,192James A. Yost
    
    
    19,725
 For all of our Named Executive Officers perquisites and personal benefits include a cash
perquisite allowance of $35,000 for each Named Executive Officer other than Mr. Clawson and
$40,000 for Mr. Clawson, as well as the cost of automobiles provided by the Company and
available for the personal use. For Messrs. Bentley, Cauley and Salvette perquisites and
personal benefits include their spouses accompanying them to an executive retreat during 2008.
For Mr. Clawson perquisites and personal benefits include a comprehensive physical
examination not provided to other employees, including travel and living expenses incurred in
connection with such examination. For Mr. Bentley perquisites and personal benefits include
tax preparation assistance. No individual perquisite or personal benefit received by any of our
Named Executive Officers other than the cash perquisite allowances exceeded $25,000 in fiscal
2008.(8)
    
    Mr. Brebberman was appointed as Vice President and Chief Financial Officer on July 30, 2008.(9)
    
    Mr. Yost resigned from the Company on May 21, 2008. However, SEC regulations define him as a
Named Executive Officer for purposes of reporting fiscal 2008 compensation.
  18




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##### Table of Contents



Grants of Plan-Based Awards
  All Other
    
    
    All Other
    
    
    
    
    
    
    GrantStock
    
    
    Stock
    
    
    Exercise
    
    
    DateAwards:
    
    
    Awards:
    
    
    or Base
    
    
    Fair ValueEstimated Possible Payouts
    
    
    Number of
    
    
    Number of
    
    
    Price of
    
    
    of StockUnder Non-Equity
    
    
    Shares of
    
    
    Securities
    
    
    Option
    
    
    andType of
    
    
    Grant
    
    
    Incentive Plan Awards (1)
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    OptionName
    
    Award
    
    
    Date
    
    
    Target ($)
    
    
    Maximum ($)
    
    
    Units(#) (2)
    
    
    Options(#) (3)
    
    
    ($/Sh)
    
    
    Awards (4)Curtis J. Clawson
    
    RSU
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    155,757
    
    
    
    
    
    
    
    
    
    
    $
    381,605Option (5)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,816
    
    
    $
    2.45
    
    
    
    59,038Option (6)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362,227
    
    
    
    2.45
    
    
    
    523,937STIP
    
    
    
    
    
    $
    824,000
    
    
    $
    1,648,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    659,000
    
    
    
    1,318,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CashMark A. Brebberman
    
    RSU
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    21,903
    
    
    
    
    
    
    
    
    
    
    
    53,662Option (5)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,169
    
    
    
    2.45
    
    
    
    20,495RSU
    
    
    7/30/08
    
    
    
    
    
    
    
    
    
    
    
    3,439
    
    
    
    
    
    
    
    
    
    
    
    8,116Option (5)
    
    
    7/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,664
    
    
    
    2.36
    
    
    
    38,660Option (6)
    
    
    7/30/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,741
    
    
    
    2.36
    
    
    
    35,973STIP
    
    
    
    
    
    
    159,900
    
    
    
    319,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    107,000
    
    
    
    214,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CashFred Bentley
    
    RSU
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    54,642
    
    
    
    
    
    
    
    
    
    
    
    133,873Option (5)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,816
    
    
    
    2.45
    
    
    
    59,038Option (6)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,577
    
    
    
    2.45
    
    
    
    145,478STIP
    
    
    
    
    
    
    422,000
    
    
    
    844,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    231,000
    
    
    
    462,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CashPatrick C. Cauley
    
    RSU
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    29,772
    
    
    
    
    
    
    
    
    
    
    
    72,941Option (5)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,816
    
    
    
    2.45
    
    
    
    59,038Option (6)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,222
    
    
    
    2.45
    
    
    
    52,393STIP
    
    
    
    
    
    
    189,000
    
    
    
    378,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    126,000
    
    
    
    252,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    CashJohn A. Salvette
    
    RSU
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    26,558
    
    
    
    
    
    
    
    
    
    
    
    65,067Option (5)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,816
    
    
    
    2.45
    
    
    
    59,038Option (6)
    
    
    7/13/08
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,907
    
    
    
    2.45
    
    
    
    40,366STIP
    
    
    
    
    
    
    168,600
    
    
    
    337,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    112,000
    
    
    
    224,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash
 Explanatory Notes and Narrative Discussion
 (1)
    
    These columns reflect the target and maximum STIP and Performance Cash Plan payouts.STIP payouts are based on achievement relative to performance targets based on EBIT, Free Cash
Flow, PPM and Incident Rate. There is no or minimum payment under the STIP. The target payment
is equal to 100% of base salary for Messrs. Clawson and Bentley and 60% of base salary for the
other Named Executive Officers. The maximum payment based on achievement of performance targets
is twice the target award. The amount of the award actually paid can be increased or decreased
at the discretion of the Compensation Committee by up to 20% of the award actually achieved.
Although STIP awards were earned for fiscal 2008, the Compensation Committee determined not to
make STIP payments to the Named Executive Officers due to the Companys anticipated Chapter 11
proceeding.
  19




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##### Table of Contents



Performance Cash Plan payouts are based on return on invested capital. There is no minimum
payment under the PCP. The target payment is equal to 80% of base salary for Mr. Clawson, 55%
of base salary for Mr. Bentley and 40% of base salary for the other Named Executive Officers.
The award is based on achievement of targets for two performance periods from February 1, 2008
through January 31, 2010 and February 1, 2008 through January 31, 2011, each of which accounts
for 50% of the total award.(2)
    
    This column reflects awards of restricted stock units under the LTIP. The awards will vest
on February 1, 2011. These awards are payable in either stock or the equivalent value in cash
on the vesting date as determined by the Compensation Committee. Vesting of these awards is
accelerated upon a change in control, as more fully discussed in Potential Payments Upon
Termination or Change in Control.(3)
    
    This column reflects awards of stock options under the LTIP. The stock options become
exercisable in three equal installments on February 1, 2009, February 1, 2010 and February 1,
2011; provided that if the number of shares subject to an option is not evenly divisible by
three, the additional share or shares will be included in the first and, if applicable, third
installments. Vesting of the stock options is accelerated upon a change in control, as more
fully discussed in Potential Payments Upon Termination or Change
in Control. These awards consist of incentive stock options up to the maximum amount permitted
under the Internal Revenue Code and non-qualified stock options for the remainder.(4)
    
    The grant date fair value of the restricted stock units is determined by multiplying the
number of units granted times the FAS 123R fair value per share of our common stock on the
grant date, without taking into account any risk of forfeiture. The grant date fair value of
our common stock was $2.45 per share. The grant date fair value of the stock options was is
determined by multiplying the number of options granted times the FAS 123R fair value per
option on the grant date, without taking into account any risk of forfeiture. The grant date
fair value of each option is set forth in notes 5 and 6 below.(5)
    
    Incentive stock options with a grant date fair values of approximately $1.45 per share for
grants made July 13, 2008 and $1.40 per share for grants made July 30, 2008.(6)
    
    Non-qualified stock options with a grant date fair values of approximately of $1.45 per share
for grants made July 13, 2008 and $1.40 per share for grants made July 30, 2008.
  20




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    

    Stock AwardsMarketNumber of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Value ofSecurities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Shares or Units
    
    
    Shares orUnderlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Units ofUnexercised
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    that Have
    
    
    Stock thatOptions (#)
    
    
    Options (#)
    
    
    Exercise
    
    
    Expiration
    
    
    Not Vested (#)
    
    
    Have NotName
    
    Exercisable
    
    
    Unexercisable (1)
    
    
    Price ($)
    
    
    Date
    
    
    (2)
    
    
    Vested ($) (3)Curtis J. Clawson
    
    
    554,506
    
    
    
    
    
    
    $
    10.35
    
    
    
    7/28/2013
    
    
    
    
    
    
    
    137,762
    
    
    
    275,522
    
    
    
    3.79
    
    
    
    8/10/2017
    
    
    
    
    
    
    
    
    
    
    
    403,043
    
    
    
    2.45
    
    
    
    7/13/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    291,734
    
    
    $
    26,256Mark A. Brebberman
    
    
    14,689
    
    
    
    
    
    
    
    10.35
    
    
    
    7/28/2013
    
    
    
    
    
    
    
    6,919
    
    
    
    13,837
    
    
    
    3.79
    
    
    
    8/10/2017
    
    
    
    
    
    
    
    
    
    
    
    14,169
    
    
    
    2.45
    
    
    
    7/13/2008
    
    
    
    
    
    
    
    
    
    
    
    53,405
    
    
    
    2.36
    
    
    
    7/30/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,277
    
    
    
    3,715Fred Bentley
    
    
    73,444
    
    
    
    
    
    
    
    10.35
    
    
    
    7/28/2013
    
    
    
    
    
    
    
    48,217
    
    
    
    96,432
    
    
    
    3.79
    
    
    
    8/10/2017
    
    
    
    
    
    
    
    
    
    
    
    141,393
    
    
    
    2.45
    
    
    
    7/13/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,234
    
    
    
    9,201Patrick C. Cauley
    
    
    58,756
    
    
    
    
    
    
    
    10.35
    
    
    
    7/28/2013
    
    
    
    
    
    
    
    26,347
    
    
    
    52,694
    
    
    
    3.79
    
    
    
    8/10/2017
    
    
    
    
    
    
    
    
    
    
    
    77,038
    
    
    
    2.45
    
    
    
    7/13/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,578
    
    
    
    5,020John A. Salvette
    
    
    75,513
    
    
    
    
    
    
    
    10.35
    
    
    
    7/28/2013
    
    
    
    
    
    
    
    13,949
    
    
    
    27,896
    
    
    
    3.79
    
    
    
    8/10/2017
    
    
    
    
    
    
    
    9,567
    
    
    
    19,133
    
    
    
    4.00
    
    
    
    11/27/2017
    
    
    
    
    
    
    
    
    
    
    
    68,723
    
    
    
    2.45
    
    
    
    7/13/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,726
    
    
    
    4,475James A. Yost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Explanatory Notes
 (1)
    
    This column sets forth unvested stock options. The stock options become exercisable in three
equal installments on February 1 of the next three years following the grant date, except that
if the number of shares subject to an option is not evenly divisible by three, the additional
share or shares will be included in the first and, if applicable, third installments. Vesting
of the options is accelerated upon a change in control, as more fully discussed in Potential
Payments Upon Termination or Change in Control.(2)
    
    This column sets forth unvested restricted stock units. The dates on which the restricted
stock units are scheduled to vest and the number of shares vesting on each date are set forth
in the following table:
 Vesting on
    
    
    Vesting onName
    
    2/1/2010
    
    
    2/1/2011Curtis J. Clawson
    
    
    135,977
    
    
    
    155,757Mark A Brebberman
    
    
    15,935
    
    
    
    25,342Fred Bentley
    
    
    47,592
    
    
    
    54,642Patrick C. Cauley
    
    
    26,006
    
    
    
    29,772John A. Salvette
    
    
    23,168
    
    
    
    26,558
  21




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##### Table of Contents



Vesting of the restricted stock units is accelerated upon a change in control, as more fully
discussed in Potential Payments Upon Termination or Change in Control.(3)
    
    The market value of the unvested restricted stock units is determined by multiplying the
number of unvested restricted stock units outstanding on the last day of our fiscal year by
$0.09, the closing price of a share of our common stock on the last day of the fiscal year. Option Exercises and Stock Vested
  Stock AwardsNumber ofSharesAcquired
    
    
    Value RealizedName
    
    on Vesting (#)
    
    
    on Vesting ($) (1)Curtis J. Clawson
    
    
    205,369
    
    
    $
    599,677Mark A. Brebberman
    
    
    16,430
    
    
    
    47,976Fred Bentley
    
    
    58,325
    
    
    
    170,309Patrick C. Cauley
    
    
    29,573
    
    
    
    86,353John A. Salvette
    
    
    27,930
    
    
    
    81,556
 Explanatory Note
 (1)
    
    The value realized on vesting is determined by multiplying the number of shares acquired on
the vesting date, September 17, 2008, times $2.92, the closing price per share of our common
stock on the vesting date. The value realized on vesting has no relationship to the amount of
compensation expense recognized by the Company during the fiscal year and included in the
Summary Compensation Table. Pension Benefits
  Number of
    
    
    Present ValueYears Credited
    
    
    of AccumulatedName
    
    Plan Name
    
    Service (#) (1)
    
    
    Benefits ($)John A. Salvette
    
    Hayes Lemmerz International, Inc. Retirement Income Plan
    
    
    4.78
    
    
    $
    46,528
 (1)
    
    Mr. Salvettes number of years of credit service under the plan differs from his number of
years of service with the Company because service credits were frozen on December 13, 1994. Nonqualified Deferred Compensation
   22




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##### Table of Contents



Registrant
    
    
    Aggregate
    
    
    
    
    
    
    AggregateContributions
    
    
    Earnings
    
    
    Aggregate
    
    
    Balance atin Last Fiscal
    
    
    in Last Fiscal
    
    
    Withdrawals/
    
    
    Last FiscalName
    
    Year ($) (1)
    
    
    Year ($) (2)
    
    
    Distributions ($) (3)
    
    
    Year-End ($) (4)Curtis J. Clawson
    
    $
    85,826
    
    
    $
    34,917
    
    
    $
    1,719,601
    
    
    $
    37,576Mark A. Brebberman
    
    
    6,220
    
    
    
    15
    
    
    
    
    
    
    
    6,235Fred Bentley
    
    
    36,310
    
    
    
    (96,766
    )
    
    
    
    
    
    
    186,464Patrick C. Cauley
    
    
    19,433
    
    
    
    (45,230
    )
    
    
    
    
    
    
    78,417John A. Salvette
    
    
    14,965
    
    
    
    (116,547
    )
    
    
    
    
    
    
    230,465James A. Yost
    
    
    12,025
    
    
    
    (90,634
    )
    
    
    269,357
    
    
    
    
 Explanatory Notes
 (1)
    
    This column sets forth the Companys contributions to the SERP during the fiscal year. All
of these amounts are included in the Summary Compensation Table for fiscal 2008.(2)
    
    This column sets forth the earnings on each Named Executive Officers SERP account during the
fiscal year. Because these earnings are not above-market, no amounts were included in the
Summary Compensation Table for fiscal 2008. The mix of investments selected by Messrs.
Bentley, Cauley, Salvette and Yost declined in value during 2008, resulting in negative
earnings during the fiscal year.(3)
    
    Distribution from Mr. Clawsons account was made pursuant to a divorce decree. Distribution
from Mr. Yosts account was made upon termination of his employment.(4)
    
    The following table sets forth the aggregate amounts of nonqualified deferred compensation
that were included in the Summary Compensation Table as compensation for previous years,
except with respect to Mr. Brebberman, who has not previously been a Named Executive Officer: Amount in PriorSummaryName
    
    Compensation TablesCurtis J. Clawson
    
    $
    1,121,540Fred Bentley
    
    
    116,379Patrick C. Cauley
    
    
    28,972John A. Salvette
    
    
    17,943James A. Yost
    
    
    262,332
  Potential Payments Upon Termination or Change in Control
 Background.
  23




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##### Table of Contents



Retirement.
 Termination Without Cause or for Good Reason.
 
    
    Willful failure to perform his material duties that have been duly assigned and are
commensurate with those of the position in which he is then employed, if the failure is
not cured within 15 days after receipt of written notice identifying the manner in which
he has willfully failed to perform.
 
    
    Engaging in willful conduct which is demonstrably injurious to the Company,
monetarily or otherwise.
 
    
    Conviction of any crime or offense constituting a felony.
 
    
    Failure to comply with any material provision of his employment agreement, if the
failure is not cured within 15 days after receipt of written notice.
  
    
    A material adverse alteration in the nature or status of the Named Executive
Officers position, duties, responsibilities or authority.
 
    
    A material reduction in base salary or level of employee benefits other than
across-the-board reductions in employee benefits applied similarly to all of the
Companys senior executives.
 
    
    Failure to pay or provide any of the compensation set forth in the employment
agreements (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.
 
    
    Relocation of the principal place of employment more than 30 miles from its current
location except for required travel on Company business.
  24




---



##### Table of Contents




    
    Assignment of duties or responsibilities which are materially inconsistent with the
provisions of his employment agreement.
 
    
    Failure by the Company to comply with any material provision of the employment
agreement, if the failure is not cured within 15 days after receipt of written notice.
  
    
    Continuing payments on normal payroll dates for a period of two years at the rate of
160% of his base salary in effect on the date of termination.
 
    
    The continuation of health and welfare benefits for Mr. Clawson and covered family
members for a period of two years.
 
    
    Executive level outplacement services.
  
    
    A lump sum severance payment equal to one year of base salary.
 
    
    A portion of the target STIP payment prorated through the termination date.
 
    
    Continuation of health and welfare benefits for the Named Executive Officer and
covered family members for a period of one year.
 
    
    Executive level outplacement services.
 
    
    Title to the vehicle provided by the Company.
   Salary
    
    
    ProratedContinuation/
    
    
    STIP
    
    
    Health
    
    
    Out-Name
    
    Severance
    
    
    Payments (1)
    
    
    Insurance (2)
    
    
    placement (3)
    
    
    Automobile (4)
    
    
    TotalCurtis J. Clawson
    
    $
    2,636,800
    
    
    
    
    
    
    $
    15,426
    
    
    $
    247,200
    
    
    
    
    
    
    $
    2,899,426Mark A. Brebberman
    
    
    266,500
    
    
    
    159,900
    
    
    
    10,110
    
    
    
    63,960
    
    
    
    25,845
    
    
    
    526,315Fred Bentley
    
    
    422,000
    
    
    
    422,000
    
    
    
    9,798
    
    
    
    126,600
    
    
    
    21,215
    
    
    
    1,001,613Patrick C. Cauley
    
    
    315,000
    
    
    
    189,000
    
    
    
    9,994
    
    
    
    75,600
    
    
    
    40,801
    
    
    
    630,395John A. Salvette
    
    
    281,000
    
    
    
    168,600
    
    
    
    3,032
    
    
    
    67,440
    
    
    
    13,000
    
    
    
    533,072
 Explanatory Notes
 (1)
    
    Because SEC rules require these calculations to be made as of the last day of the fiscal
year, the prorated portion of the STIP payment is equal to 100% of target.(2)
    
    This column reflects the estimated cost of COBRA continuation coverage at current coverage
levels and assuming current rates for two years in the case of Mr. Clawson and one year in the
case of each other Named Executive Officer. These benefits will be reduced to the extent that
the Named Executive Officer receives comparable benefits from a successor employer.(3)
    
    Outplacement cost is estimated at 15% of base salary plus target STIP.(4)
    
    The column represents the estimated cost to buy out the remaining lease payments on the
vehicles we lease for the Named Executive Officers and to transfer title into the name of the
Named Executive Officers. Death or Disability.
 
    
    A lump sum payment equal to one year of base salary.
  25




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##### Table of Contents




    
    A portion of the target STIP payment prorated through the termination date.
 
    
    A portion of the target Performance Cash Plan payment prorated through the
termination date.
 
    
    Continuation of health and welfare benefits for the Named Executive Officer and/or
covered family members for a period of one year.
   Prorated
    
    
    PerformanceSTIP
    
    
    Cash Plan
    
    
    HealthName
    
    Severance
    
    
    Payments (1)
    
    
    Payments (2)
    
    
    Insurance (3)
    
    
    TotalCurtis J. Clawson
    
    $
    824,000
    
    
    $
    494,400
    
    
    $
    274,583
    
    
    $
    7,713
    
    
    $
    1,600,696Mark A. Brebberman
    
    
    266,500
    
    
    
    159,900
    
    
    
    44,583
    
    
    
    10,110
    
    
    
    481,093Fred Bentley
    
    
    422,000
    
    
    
    422,000
    
    
    
    96,250
    
    
    
    9,798
    
    
    
    950,048Patrick C. Cauley
    
    
    315,000
    
    
    
    189,000
    
    
    
    52,500
    
    
    
    9,994
    
    
    
    566,494John A Salvette
    
    
    281,000
    
    
    
    168,600
    
    
    
    46,667
    
    
    
    3,032
    
    
    
    499,299
 Explanatory Notes
 (1)
    
    Because SEC rules require these calculations to be made as of the last day of the fiscal
year, the prorated portion of the STIP payment is equal to 100% of target.(2)
    
    This column reflects the pro rated portion of the Performance Cash Plan award, which is based
on the actual awards achieved at the end of the performance periods pro rated based on the
number of months during each performance period that the Named Executive Officer was employed
by the Company and which are assumed to be achieved at target for purposes of this table.
These awards are paid on the normal payment dates following the end of each performance
period.(3)
    
    This column reflects the estimated cost of COBRA continuation coverage at current coverage
levels and assuming current rates for one year. These benefits will be reduced to the extent
that the Named Executive Officer receives comparable benefits from a successor employer. Change in Control.
  
    
    Continuing payments on normal payroll dates for a period of two years at the rate of
160% of his base salary in effect on the date of termination.
 
    
    Immediate vesting of all stock options and restricted stock units.
 
    
    Payment of all awards under the Performance Cash Plan.
 
    
    Continuation of life, disability and health benefits for Mr. Clawson and covered
family members for a period of two years.
 
    
    Continuation of the cash perquisite allowance for a period of two years.
 
    
    Executive level outplacement services.
   
    
    A lump sum severance payment equal to two years of base salary plus two years of the
target STIP payment plus an additional payment of $100,000.
 
    
    A portion of his STIP payment, prorated through the date of the change of control,
calculated at the higher of the target payment or the estimated actual payment
determined by the Company.
 
    
    Immediate vesting of all stock options and restricted stock units.
 
    
    Payment of all awards under the Performance Cash Plan.
  26




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##### Table of Contents




    
    Continuation of life, disability and health benefits for the Named Executive Officer
and covered family members for a period of two years.
 
    
    Continuation of the cash perquisite allowance for a period of two years.
 
    
    Executive level outplacement services.
   Salary
    
    
    STIP
    
    
    
    
    
    
    Performance
    
    
    
    
    
    
    PerquisiteContinuation/
    
    
    Pay-
    
    
    RSU
    
    
    Cash Plan
    
    
    Insurance
    
    
    Allow-
    
    
    Outplace-
    
    
    TaxName
    
    Severance
    
    
    ments (1)
    
    
    Vesting (2)
    
    
    Payments (3)
    
    
    Benefits (4)
    
    
    ance (5)
    
    
    ment (6)
    
    
    Gross-up
    
    
    TotalCurtis J. Clawson
    
    $
    2,636,800
    
    
    
    
    
    
    $
    26,256
    
    
    $
    659,000
    
    
    $
    21,153
    
    
    $
    80,000
    
    
    $
    247,200
    
    
    
    
    
    
    $
    3,670,409Mark A. Brebberman
    
    
    952,800
    
    
    $
    159,900
    
    
    
    3,715
    
    
    
    107,000
    
    
    
    23,138
    
    
    
    70,000
    
    
    
    63,960
    
    
    
    547,734
    
    
    
    1,928,247Fred Bentley
    
    
    1,788,000
    
    
    
    422,000
    
    
    
    9,201
    
    
    
    231,000
    
    
    
    23,298
    
    
    
    70,000
    
    
    
    126,600
    
    
    
    
    
    
    
    2,670,099Patrick C. Cauley
    
    
    1,108,000
    
    
    
    189,000
    
    
    
    5,020
    
    
    
    126,000
    
    
    
    23,151
    
    
    
    70,000
    
    
    
    75,600
    
    
    
    
    
    
    
    1,596,771John A Salvette
    
    
    999,200
    
    
    
    168,600
    
    
    
    4,475
    
    
    
    112,000
    
    
    
    9,056
    
    
    
    70,000
    
    
    
    67,440
    
    
    
    
    
    
    
    1,430,772
 Explanatory Notes
 (1)
    
    The amounts in this column represent target STIP payments, prorated through the date of the
change in control, and assume that estimated actual performance to date is less than or equal
to the target performance. These amounts are payable upon a change in control, with or
without termination. Because SEC rules require these calculations to be made as of the last
day of the fiscal year, the prorated portion of the STIP payment to be received would be equal
to 100% of target.(2)
    
    This column represents the value of restricted units that will vest upon a change of control,
based on the closing price of a share of our common stock on January 31, 2009 of $0.09.
Unvested stock options also vest upon a change in control, but none of our Named Executive
Officers had any unvested stock options that were in-the-money on January 31, 2009.
Accordingly, no amounts have been included in this table with respect to the vesting of
out-of-the-money stock options. Awards to all participants under the Long Term Incentive Plan
(not just Named Executive Officers) will vest upon a change in control, with or without
termination.(3)
    
    This column represents the amounts of Performance Cash Plan payments, which are payable at
the greater of the target award amount or anticipated actual award as determined by the
Compensation Committee and which are assumed to be achieved at target for purposes of this
table. These amounts are payable to all participants under the Long Term Incentive Plan (not
just Named Executive Officers) as soon as practicable following a change in control, with or
without termination.(4)
    
    This column includes the estimated cost of COBRA continuation coverage at current coverage
levels and assuming current rates for two years. This column also includes the cost of life
and disability insurance benefits at current coverage levels and assuming current rates for
two years. These benefits will be reduced to the extent that the Named Executive Officer
receives comparable benefits from a successor employer.(5)
    
    This column reflects the cost of the flexible perquisite allowance for two years. This
benefit will be reduced to the extent that the Named Executive Officer receives a comparable
benefit from a successor employer.(6)
    
    Outplacement cost is estimated at 15% of base salary plus target STIP. Director Compensation
   27




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##### Table of Contents



Fees Earnedor Paid in
    
    
    Stock
    
    
    OptionName
    
    Cash ($)
    
    
    Awards ($) (1)
    
    
    Awards ($) (2)
    
    
    Total ($)William H. Cunningham
    
    $
    65,000
    
    
    $
    73,502
    
    
    $
    32,246
    
    
    $
    170,748Cynthia L. Feldmann
    
    
    70,000
    
    
    
    73,502
    
    
    
    32,246
    
    
    
    175,748George T. Haymaker, Jr.
    
    
    100,000
    
    
    
    73,502
    
    
    
    32,246
    
    
    
    205,748Mohsen Sohi
    
    
    60,000
    
    
    
    73,502
    
    
    
    32,246
    
    
    
    165,748Henry D. G. Wallace
    
    
    65,000
    
    
    
    73,502
    
    
    
    32,246
    
    
    
    170,748Richard F. Wallman
    
    
    60,000
    
    
    
    73,502
    
    
    
    32,246
    
    
    
    165,748
 Explanatory Notes
 (1)
    
    This column reflects the compensation cost recognized by the Company for grants of restricted
stock units pursuant to FAS 123R. The FAS 123R cost is determined based on the fair value of
the award on the grant date, which may have no correlation the current market value of the
shares or the market value of the shares on the day they vest. The assumptions used in
valuing the stock options are disclosed in Note 15 to the Consolidated Financial Statements
included at Item 8 of the Original Filing. Compensation reflected in this column results
from: 
    
    A grant of restricted stock units made on September 17, 2006 with a FAS 123R fair
value of $2.67 per share which vested as to one-half of the grant on September 17, 2007
and which will vest as to the other one-half of the grant on September 17, 2008.
 
    
    A grant of restricted stock made on July 13, 2008 with a FAS 123R fair value of
$2.45 per share. The restrictions lapsed as to 100% of the grant on December 1, 2008.
 (2)
    
    This column reflects the compensation cost recognized by the Company for grants of stock
options pursuant to FAS 123R. This cost is determined based on the fair value of the award on
the grant date, which may have no correlation to the difference between the exercise price of
a stock option and the market value of the underlying shares. Compensation reflected in this
column results from a grant of non-qualified stock options made on July 13, 2008 with a FAS
123R fair value of approximately $1.34 per option. The stock options became exercisable as to
100% of the grant on December 1, 2008. Stock Ownership Guidelines.
  28




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Amount andNature ofBeneficial
    
    
    PercentName and Address of Beneficial Owner (1)
    
    Ownership (2)
    
    
    of Class5% Stockholders:Douglas Troob and Peter Troob (3)
    
    
    9,720,809
    
    
    
    9.5
    %Rutabaga Capital Management LLC (4)
    
    
    9,133,920
    
    
    
    9.0Nikos Hecht (5)
    
    
    8,538,318
    
    
    
    8.4Sopris Capital Advisors, LLC (5)
    
    
    7,223,298
    
    
    
    7.1Troob Capital Management (Offshore) LLC (3)
    
    
    6,767,925
    
    
    
    6.6Barclays Global Investors, NA (6)
    
    
    5,686,036
    
    
    
    5.6Jana Partners LLC (7)
    
    
    5,600,000
    
    
    
    5.5Dimensional Fund Advisors LP (8)
    
    
    5,559,863
    
    
    
    5.5Sopris Capital, LLC (5)
    
    
    5,213,074
    
    
    
    5.1Named Executive Officers and Directors:Curtis J. Clawson
    
    
    964,378
    
    
    
    *Mark A. Brebberman
    
    
    51,050
    
    
    
    *Fred Bentley
    
    
    217,009
    
    
    
    *Patrick C. Cauley
    
    
    137,130
    
    
    
    *John A. Salvette
    
    
    145,452
    
    
    
    *James A. Yost (9)
    
    
    0
    
    
    
    *William H. Cunningham
    
    
    202,999
    
    
    
    *Cynthia L. Feldmann
    
    
    55,254
    
    
    
    *George T. Haymaker, Jr.
    
    
    53,513
    
    
    
    *Mohsen Sohi
    
    
    49,800
    
    
    
    *Henry D. G. Wallace
    
    
    53,513
    
    
    
    *Richard F. Wallman
    
    
    53,513
    
    
    
    *All current directors and executive officers as a group (10 persons)
    
    
    1,983,611
    
    
    
    1.9
 
 *
    
    Less than one percent (1%).(1)
    
    Unless otherwise indicated, the address of each person named in the table is Hayes Lemmerz
International, Inc., 15300 Centennial Drive, Northville, Michigan 48168. This table is based
upon the Companys books and records, information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the SEC. Applicable percentages
are based on 101,819,597 shares outstanding shares on May 29, 2009, adjusted as required by
rules promulgated by the SEC.(2)
    
    Except with respect to
Mr. Cunningham and Ms. Feldmann, the amounts set forth in
this table for our Named Executive Officers and directors consist solely of shares that are
subject to options that are either currently exercisable or will become exercisable within 60
days of May 29, 2009. With respect to Mr. Cunningham, the amount also includes 149,486 shares
of our common stock. With respect to Ms. Feldmann, the amount also includes 16,430 shares of
our common stock.  29




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##### Table of Contents



(3)
    
    Information reflected in this table and the notes thereto with respect to Douglas M. Troob
and Peter J. Troob is based on the Schedule 13G/A, dated December 31, 2008, filed by them and
other reporting persons on February 17, 2009. The amount set forth consists of: 
    
    92,325 shares with respect to which TCM MPS Ltd. SPC  Distressed Portfolio
(Distressed Portfolio) has shared voting and dispositive power.
 
    
    3,272,730 shares with respect to which TCM MPS Ltd. SPC  S Portfolio (S
Portfolio) has shared voting and dispositive power.
 
    
    3,399,870 shares with respect to which TCM MPS Ltd. SPC  ORYX Portfolio (ORYX
Portfolio) has shared voting and dispositive power.
 
    
    6,767,925 shares with respect to which Troob Capital Management (Offshore) LLC
(Offshore Management LLC) has shared voting and dispositive power.
 
    
    2,952,884 shares with respect to which Troob Capital Advisors LLC (Advisors LLC)
has shared voting and dispositive power.
 
    
    9,720,809 shares with respect to which Douglas M. Troob has shared voting and
dispositive power.
 
    
    9,720,809 shares with respect to which Peter J. Troob has shared voting and
dispositive power.
 The Distressed Portfolio, S Portfolio, ORYX Portfolio, Offshore Management LLC, Advisors LLC,
Douglas M. Troob and Peter J. Troob are collectively referred to herein as the Troob Reporting
Persons. Offshore Management LLC is deemed to beneficially own the shares held by the
Distressed Portfolio, S Portfolio and ORYX Portfolio. Advisors LLC is deemed to beneficially
own 2,952,884 shares held in accounts it separately manages. Douglas Troob and Peter Troob are
deemed to beneficially own the shares held by Offshore Management LLC and Advisors LLC.
Collectively, the Troob Reporting Persons beneficially own 9,720,809 shares of common stock. The
principal business address for each of the Troob Reporting Persons is 777 Westchester Avenue,
Suite 203, White Plains, New York 10604.(4)
    
    Information reflected in this table and the notes thereto with respect to Rutabaga Capital
Management LLC (Rutabaga) is based on the Schedule 13G/A, dated December 31, 2008, filed by
Rutabaga on February 5, 2009. The amount set forth consists of 9,133,920 shares with respect
to which Rutabaga has sole dispositive power, 5,870,198 shares with respect to which Rutabaga
Capital Management has sole voting power and 3,263,722 shares with respect to which Rutabaga
Capital Management has shared voting power. The address of Rutabaga is 64 Broad Street, 3rd
Floor, Boston, Massachusetts 02109.(5)
    
    Information reflected in this table and the notes thereto with respect to Nikos Hecht and
Sopris Capital Advisors, LLC is based on the Schedule 13G/A, dated December 31, 2008, filed by
him and other reporting persons on February 12, 2009. The amount set forth consists of: 
    
    1,315,020 shares with respect to which Aspen Advisors LLC (Aspen Advisors) has
shared voting and dispositive power.
 
    
    7,223,298 shares with respect to which Sopris Capital Advisors, LLC (Sopris
Advisors) has shared voting and dispositive power.
 
    
    4,674,074 shares with respect to which Sopris Partners Series A, of Sopris Capital
Partners, L.P. (Sopris Partners) has shared voting and dispositive power.
 
    
    5,213,074 shares with respect to which Sopris Capital, LLC (Sopris Capital) has
shared voting and dispositive power.
 
    
    8,538,318 shares with respect to which Mr. Hecht has shared voting and dispositive
power.
 Of the shares included in this table, 4,674,074 are owned directly by Sopris Partners, 1,315,020
shares are owned by private clients of Aspen Advisors, 2,010,224 shares are owned by private
clients of Sopris Advisors and 539,000 are owned by an investment partnership with Sopris
Capital as its general partner and Sopris Advisors as its manager. Sopris Capital is the
general partner of Sopris Partners and the investment partnership and, as such, may be deemed to
share beneficial ownership of the shares owned directly by such partnerships . Mr. Hecht is the
managing member of each of Aspen Advisors and of Sopris Advisors and the sole member of the
managing member of Sopris Capital. As the managing member of Aspen Advisors and Sopris Advisors,
the sole member of the managing member of Sopris Capital and the owner of a majority of the
membership interests in each of Sopris Capital, Aspen Advisors and of Sopris Advisors, Mr. Hecht
may be deemed to be the controlling person of Sopris Capital, Aspen Advisors and of Sopris
Advisors, and through Sopris Capital, Sopris Partners. Each of Aspen Advisors and Sopris
Advisors, as investment manager for their respective private clients, and with respect to Sopris
Advisors, also as investment manager for Sopris Partners, has discretionary investment authority
over the shares held by their respective private clients and Sopris Partners, as applicable.
Accordingly, Mr. Hecht may be deemed to be the beneficial owner of the Common Stock held by
Sopris Partners and the private clients of Aspen Advisors and Sopris Advisors. Each of Sopris
Partners and Sopris Capital disclaims any beneficial interest in the shares owned by the
accounts managed by Sopris Advisors and Aspen Advisors. The principal business office of each of
Sopris Advisors and Mr. Hecht is 314 S. Galena Street, Suite 300, Aspen, Colorado 81611.  30




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##### Table of Contents



(6)
    
    Information reflected in this table and the notes thereto with respect to Barclays Global
Investors, NA (Barclays) is based on the Schedule 13G, dated December 31, 2008, filed by
Dimensional on February 6, 2009. The amount set forth consists of 2,747,060 shares with
respect to which Barclays Global Investors, NA has sole voting power, 3,125,967 shares with
respect to which Barclays
Global Investors, NA has sole dispositive power, and 2,560,069 shares with respect to which
Barclays Global Fund Advisors has sole voting power and sole dispositive power. The address of
Barclays Global Investors, NA and Barclays Global Fund Advisors is 400 Howard Street, San
Francisco, California 94105.(7)
    
    Information reflected in this table and the notes thereto with respect to Jana Partners LLC
(Jana) is based on Schedule 13G/A, dated December 31, 2008, filed by Jana on February 17,
2009. The amount set forth consists of 5,600,000 shares with respect to which Jana has sole
voting power and sole dispositive power. Jana is a private money management firm which holds
the shares in various accounts under its management and control. The address of Jana is 767
Fifth Avenue, 8th Floor, New York, New York 10153.(8)
    
    Information reflected in this table and the notes thereto with respect to Dimensional Fund
Advisors LP (Dimensional) is based on the Schedule 13G/A, dated December 31, 2008, filed by
Dimensional on February 9, 2009. The amount set forth consists of 5,476,865 shares with
respect to which Dimensional has sole voting power and 5,559,863 shares with respect to which
Dimensional has sole dispositive power. Dimensional, an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four
investment companies registered under the Investment Company Act of 1940, and serves as
investment manager to certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the Funds. In its role as investment advisor
or manager, Dimensional possesses investment and/or voting power over the securities described
in this table that are owned by the Funds, and may be deemed to be the beneficial owner of the
shares held by the Funds. However, all securities reported in this schedule are owned by the
Funds. Dimensional disclaims beneficial ownership of such securities. The address of
Dimensional is 1299 Ocean Avenue, Santa Monica, California 90401.(9)
    
    Mr. Yosts address is Dana Holding Corporation, P.O. Box 1000, Toledo, Ohio 43697. Mr. Yost
resigned as an officer of the Company on May 21, 2008. Changes in Control
  Securities Authorized for Issuance Under Equity Compensation Plans
  Number of Securities
    
    
    
    
    
    
    Number of Securitiesto be Issued Upon
    
    
    Weighted Average
    
    
    Remaining Available forExercise of
    
    
    Exercise Price of
    
    
    Future Issuance Under EquityOutstanding Option,
    
    
    Outstanding Options,
    
    
    Compensation PlansWarrants, and Rights
    
    
    Warrants, and Rights
    
    
    (Excluding SecuritiesPlan Category  Equity Compensation Plans
    
    (a) (1)
    
    
    (b) (2)
    
    
    Reflected in Column (a)) (c)Plans approved by security holders
    
    
    5,437,791
    
    
    $
    5.55
    
    
    
    955,374Plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,437,791
    
    
    $
    5.55
    
    
    
    955,374
 
 (1)
    
    Consists of 3,913,900 options and 1,523,891 restricted stock units.(2)
    
    Weighted average exercise price includes 3,913,900 options and excludes 1,523,891
restricted stock units, which do not have an exercise price.  31




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##### Table of Contents



Item 13. Certain Relationships and Related Transactions and Director Independence
 Transactions with Related Persons
   
    
    The benefits to the Company.
 
    
    The impact on a directors independence in the event the related person is a director,
an immediate family member of a director or an entity in which a director is a partner,
shareholder or executive officer.
 
    
    The availability of other sources for comparable products or services.
 
    
    The terms of the transaction.
 
    
    The terms available to unrelated third parties or to employees generally.
  Director Independence
  
 Item 14. Principal Accountant Fees and Services
  2007
    
    
    2008Audit Fees
    
    $
    3,684,000
    
    
    $
    3,689,000Audit-Related Fees (1)
    
    
    147,000
    
    
    
    62,000Tax Fees (2)
    
    
    66,000
    
    
    
    30,000All Other Fees
    
    
    
    
    
    
    Total
    
    $
    3,897,000
    
    
    $
    3,781,000
 
 (1)
    
    Aggregate fees billed for assurance and related services that were reasonably related to the
performance of the audit or review of our consolidated financial statements, which have not
been included in Audit Fees. These services primarily include accounting and financial
reporting consultations.(2)
    
    Aggregate fees billed for professional services rendered for tax compliance, tax advice and
tax planning, including preparation of tax forms and consulting for domestic and foreign
taxes.  32




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##### Table of Contents



PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 Exhibits31.1
    
    
    Certification of Curtis J. Clawson, Chairman of the Board, President
and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    
    Certification of Mark A. Brebberman, Vice President, Finance and
Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed electronically herewith.  33




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##### Table of Contents



SIGNATURES
  HAYES LEMMERZ INTERNATIONAL, INC.By:
    /s/  MARK A. BREBBERMANMark A. BrebbermanVice President, Finance and Chief Financial Officer   34




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##### Table of Contents



EXHIBIT INDEX
 31.1
    
    Certification of Curtis J. Clawson, Chairman of the Board, President
and Chief Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*31.2
    
    Certification of Mark A. Brebberman, Vice President, Finance and
Chief Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
 
 *
    
    Filed electronically herewith.  35