EX-10.6






Exhibit 10.6




AVIV REIT, INC.




2009 LONG-TERM INCENTIVE PLAN




I. INTRODUCTION



1.1
Purposes. The purposes of the Aviv REIT, Inc. 2009 Long-Term Incentive Plan (this
“Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of
awards under this Plan by increasing the proprietary interest of such recipients in the Company’s
growth and success, (ii) to advance the interests of the Company by attracting and retaining
Directors and employees and consultants of AAM and its Affiliates and (iii) to motivate such
persons to act in the long-term best interests of the Company and its stockholders.



1.2 Certain Definitions.




     “AAM” shall mean Aviv Asset Management, L.L.C., a Delaware limited liability company,
or any successor thereto, which is a Subsidiary of the Company and which employs the individuals
who conduct the business of the Company and its Subsidiaries.



     “Affiliates” shall mean any person (including the Company and its other Subsidiaries)
that directly or indirectly controls, is controlled by, or is under common control with, AAM. For
purposes of this definition the term “control” with respect to any person means the power to direct
or cause the direction of management or policies of such person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise.



     “Agreement” shall mean the written agreement evidencing an award hereunder between the
Company and the recipient of such award.



     “Board” shall mean the Board of Directors of the Company.



     “Cause” shall mean, unless otherwise provided in the Participant’s Agreement, (i)
being convicted of, or pleading guilty or nolo contendere to, a charge of
commission of a felony or a misdemeanor involving moral turpitude, (ii) engaging in any theft,
misappropriation, embezzlement or similar financial fraud or reckless or willful destruction of
AAM’s property, or willful or reckless violation of  AAM’s insider trading policy, (iii) any
willful and continued failure of the Participant to perform substantially the Participant’s duties
with AAM (other than any such failure resulting from incapacity due to physical or mental illness),
(iv) any willful or reckless engaging by the Participant in illegal conduct or  misconduct
 (including but not limited to disruptive behavior or
insubordination) that is materially injurious to  AAM’s business, financial condition or reputation; (v) any
willful or reckless breach of a statutory or common law duty of loyalty to AAM that is materially
injurious to  AAM’s business, financial condition or reputation; (vi) any willful and material
violation of the Company’s Code of Business Conduct and Ethics or (vii) any material breach of the
Participant’s obligations under the Participant’s employment or service agreement (if any) with
AAM; provided, however, that if at any particular time the Participant is subject
to an



 









 




employment or service agreement with AAM, then in lieu of the foregoing definition, “Cause”
shall at that time have such meaning as may be specified in such employment or service agreement.
For purposes of this definition of “Cause,” (i) no act, or failure to act, shall be considered
“willful” if it is done, or omitted to be done, based upon authority given pursuant to a resolution
duly adopted by the Board or based upon the advice of counsel for AAM and (ii) references to
“AAM” shall mean  AAM and its Affiliates, as applicable.




     “Change in Control” shall have the meaning set forth in Section 5.8(b).



     “Code” shall mean the Internal Revenue Code of 1986, as amended.



     “Committee” shall mean the Compensation Committee of the Board, which shall consist of
at least three members of the Board and which shall be composed exclusively of independent
directors, by reference to the rules, regulations and listing standards of the New York Stock
Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning
of the rules, regulations and listing standards of the principal national stock exchange on which
the Common Stock is then traded.



     “Common Stock” shall mean the common stock, $0.01 par value, of the Company.



     “Company” shall mean Aviv REIT, Inc., a Maryland corporation, or any successor
thereto.



     “Corporate Transaction” shall have the meaning set forth in Section 5.8(a).



     “Directors” shall mean each non-employee director of the Company who is a member of
the Board.



     “Disability” shall mean the Participant’s inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months.



     “Fair Market Value” shall mean the closing transaction price of a share of Common
Stock as reported on the New York Stock Exchange on the date as of which such value is being
determined or, if the Common Stock is not listed on the New York Stock Exchange, the closing
transaction price of a share of Common Stock on the principal national stock exchange on which the
Common Stock is traded on the date as of which such value is being determined or, if there shall be
no reported transactions for such date, on the next preceding date for which transactions were
reported; provided, however, that if the Common Stock is not listed on a national
stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value
shall be determined by the Committee by whatever means or method as the Committee, in the good
faith exercise of its discretion, shall at such time deem appropriate in accordance with the
Treasury Regulations issued under Section 409A of the Code.



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     “Incentive Stock Option” shall mean an option to purchase shares of Common Stock that
meets the requirements of Section 422 of the Code, or any successor provision, which is intended by
the Committee to constitute an Incentive Stock Option.



     “Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock
which is not an Incentive Stock Option.



     “Participant” a Director or an employee or consultant of AAM or its Affiliates who has
been granted an award pursuant to the Plan.



     “Performance Measures” shall mean the criteria and objectives, established by the
Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all
or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance
Period as a condition to the vesting of the Participant’s interest, in the case of a Restricted
Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted
Stock Unit Award or Performance Unit Award, to the Participant’s receipt of the shares of Common
Stock subject to such award or of payment with respect to such award.



     “Performance Period” shall mean any period designated by the Committee during which
(i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to
vesting applicable to an award shall remain in effect.



     “Performance Share Award” shall mean a Restricted Stock Award or Restricted Stock Unit
Award, the vesting of which is subject to the attainment of specified Performance Measures within a
specified Performance Period.



     “Performance Unit” shall mean a right to receive, contingent upon the attainment of
specified Performance Measures within a specified Performance Period and the expiration of any
applicable Restriction Period, a specified cash amount or, in lieu thereof, shares of Common Stock
having a Fair Market Value equal to such cash amount.



     “Performance Unit Award” shall mean an award of Performance Units under this Plan.



     “Plan” shall have the meaning set forth in Section 1.1.



     “Restricted Stock” shall mean shares of Common Stock which are subject to a
Restriction Period and which may, in addition thereto, be subject to the attainment of specified
Performance Measures within a specified Performance Period.



     “Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.



     “Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in
lieu thereof, the Fair Market Value of such share of Common Stock in cash, which shall be
contingent upon the expiration of a specified Restriction Period and which may, in addition
thereto, be contingent upon the attainment of specified Performance Measures within a specified
Performance Period.



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     “Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this
Plan.



     “Restriction Period” shall mean any period designated by the Committee during which
(i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned,
pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or
the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted
Stock Unit Award shall remain in effect.



     “Restrictive Covenant” shall have the meaning set forth in Section 2.3(d).



     “SAR” shall mean a stock appreciation right.



     “Stock Award” shall mean a Restricted Stock Award, Unrestricted Stock Award or a
Restricted Stock Unit Award, including any such award which is granted as a Performance Share
Award.



     “Subsidiary” shall mean any corporation, limited liability company, partnership, joint
venture or similar entity in which the Company owns, directly or indirectly, an equity interest
possessing more than 50% of the combined voting power of the total outstanding equity interests of
such entity.



     “Tax Date” shall have the meaning set forth in Section 5.5.



     “Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).



     “Termination” shall mean the Participant ceasing (i) to be a Director, (ii) to be
employed by AAM and its Affiliates, if the Participant is an employee or (iii) to provide services
to AAM and its Affiliates, if the Participant is a consultant, as applicable.



     “Unrestricted Stock” shall mean shares of Common Stock which are not subject to a
Restriction Period or Performance Measures.



     “Unrestricted Stock Award” shall mean an award of Unrestricted Stock under this Plan.


1.3 Administration. This Plan shall be administered by the Committee. Any one or a
combination of the following awards may be made under this Plan to eligible persons: (i) options to
purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock
Options, (ii) SARs, (iii) Stock Awards in the form of Restricted Stock, Unrestricted Stock or
Restricted Stock Units (which may include Performance Share Awards) and (iv) Performance Units.
The Committee shall, subject to the terms of this Plan, select eligible persons for participation
in this Plan and determine the form, amount and timing of each award to such
persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of
Restricted Stock Units and the number of Performance Units subject to such an award, the exercise
price or strike price associated with the award, the time and conditions of exercise or settlement
of the award and all other terms and conditions of the award, including,





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without limitation, the
form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any
reason at any time, take action such (including in connection with a Change in Control) that (i)
any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a
portion of the Restriction Period applicable to any outstanding Restricted Stock or Restricted
Stock Units shall lapse, (iii) all or a portion of the Performance Period applicable to any
outstanding Performance Share Award or Performance Units shall lapse and (iv) the Performance
Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target
or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan
and the application thereof, establish rules and regulations it deems necessary or desirable for
the administration of this Plan and may impose, incidental to the grant of an award, conditions
with respect to the award, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.



1.4 Eligibility. Participants in this Plan shall consist of such Directors or employees or
consultants of AAM and its Affiliates as the Committee in its sole discretion may select from time
to time. The Committee’s selection of a person to participate in this Plan at any time shall not
require the Committee to select such person to participate in this Plan at any other time.



1.5
Shares Available. Subject to adjustment as provided
in Section 5.7,
( ) shares of Common Stock shall be available under this Plan, reduced by the sum of the
aggregate number of shares of Common Stock which become subject to outstanding options, outstanding
SARs and outstanding Stock Awards and delivered upon the settlement of Performance Units. To the
extent that shares of Common Stock subject to an outstanding option, SAR or Stock Award granted
under the Plan are not issued or delivered by reason of (i) the expiration, termination,
cancellation or forfeiture of such award or (ii) the settlement of such award in cash, then such
shares of Common Stock shall again be available under this Plan. Shares of Common Stock to be
delivered under this Plan shall be made available from authorized and unissued shares of Common
Stock.



1.6 Award Limits. Subject to adjustment as provided in Section 5.7, no Participant may be
granted awards under the Plan during any calendar year that, in the aggregate, may be settled by
delivery of more than
 ( ) shares of Common Stock. With respect to
awards, the value of which is not based on the Fair Market Value of Common Stock, no individual may
receive during any calendar year cash or shares of Common Stock with a Fair Market Value at the
date of settlement that, in the aggregate, exceeds ( ).




II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS



2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares
of Common Stock to such eligible persons as may be selected by the Committee. Each option, or
portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. Each
option shall be granted within 10 years of the effective date of this Plan. To the extent that the
aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock




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with
respect to which options designated as Incentive Stock Options are exercisable for the first time
by a participant during any calendar year (under this Plan or any other plan of the Company or any
Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall
constitute Nonqualified Stock Options.




     Options shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem advisable:



     (a) Number of Shares and Exercise Price. The number of shares of Common Stock subject
to an option and the exercise price per share of Common Stock purchasable upon exercise of the
option shall be determined by the Committee; provided, however, that the exercise
price per share of Common Stock purchasable upon exercise of a Nonqualified Stock Option or an
Incentive Stock Option shall not be less than 100% of the Fair Market Value of a share of Common
Stock on the date of grant of such option; provided further, that if an Incentive
Stock Option shall be granted to any person who, at the time such option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all classes of stock of the
Company (or of any Subsidiary) (a “Ten Percent Holder”), the exercise price per share of
Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the
Code in order to constitute an Incentive Stock Option.



     (b) Option Period and Exercisability. The period during which an option may be
exercised shall be determined by the Committee; provided, however, that no option
shall be exercised later than 10 years after its date of grant; provided further,
that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not
be exercised later than five years after its date of grant. The Committee shall determine whether
an option shall become exercisable in cumulative or non-cumulative installments and in part or in
full at any time. An exercisable option, or portion thereof, may be exercised only with respect to
whole shares of Common Stock. Notwithstanding the foregoing, unless otherwise specified in the
Agreement relating to an option, the option shall become exercisable as to 33-1/3% of the original
number of shares of Common Stock subject to the option on each of the first three one-year
anniversaries of the date of grant, subject to the requirements set forth in Section 2.3 relating
to the Participant’s Termination.



     (c) Method of Exercise. An option may be exercised (i) by giving written notice to
the Company specifying the number of whole shares of Common Stock to be purchased and accompanying
such notice with payment therefor in full, and without any extension of credit, either (A) in cash,
(B) authorizing the Company to withhold whole shares of Common Stock
which would otherwise be delivered having an aggregate Fair Market Value, determined as of the
date of exercise, equal to the amount necessary to satisfy such obligation, provided that the
Committee determines that such withholding of shares does not cause the Company to recognize an
increased compensation expense under applicable accounting principles, (C) except as may be
prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom the
optionee has submitted an irrevocable notice of exercise or (D) any combination of (A) or (B), in
each case to the extent set forth in the Agreement relating to the option and (ii) by executing
such



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documents as the Company may reasonably request. Any fraction of a share of Common Stock
which would be required to pay such exercise price shall be disregarded and the remaining amount
due shall be paid in cash by the optionee. No shares of Common Stock shall be issued and no
certificate representing Common Stock shall be delivered until the full exercise price therefor and
any withholding taxes thereon, as described in Section 5.5, have been paid.



2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such
eligible persons as may be selected by the Committee. An SAR may only be granted on a stand-alone
basis under the Plan an not in connection with the grant of an option.




     SARs shall be subject to the following terms and conditions and shall contain such additional
terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem
advisable:



     (a) Number of SARs and Strike Price. The number of SARs subject to an award shall be
determined by the Committee. The strike price of a SAR shall be determined by the Committee;
provided, however, that such strike price shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of grant of such SAR.



     (b) Exercise Period and Exercisability. The Agreement relating to an award of SARs
shall specify whether such award may be settled in shares of Common Stock or cash or a combination
thereof. The period for the exercise of an SAR shall be determined by the Committee;
provided, however, that no SAR shall be exercised later than 10 years after its
date of grant. The Committee may, in its discretion, establish Performance Measures which shall be
satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion
of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or
non-cumulative installments and in part or in full at any time. Notwithstanding the foregoing,
unless otherwise specified in the Agreement relating to an SAR, 33-1/3% of the SAR shall become
exercisable on each of the first three one-year anniversaries of the date of grant, subject to the
requirements set forth in Section 2.3 relating to the Participant’s Termination. Prior to the
exercise of an SAR for shares of Common Stock, as applicable, the Participant shall have no rights
as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.



     (c) Method of Exercise. An SAR may be exercised (i) by giving written notice to the
Company specifying the whole number of SARs which are being exercised and (ii) by executing such
documents as the Company may reasonably request.


2.3 Termination of Employment or Service.




     (a) Death or Disability. Subject to Section 2.3(d) below, and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be, if the Participant’s
Termination results from such Participant’s death or Disability, each option and SAR held by such
Participant shall be exercisable only to the extent that such option or SAR is exercisable on the
effective date of such Termination, and may thereafter be exercised by such Participant (or



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such
Participant’s legal representative or similar person) until and including the earlier to occur of
(i) the date which is one year after the effective date of such Termination and (ii) the expiration
date of the term of such option or SAR.




     (b) Cause. If the Participant’s Termination results from any action or failure to act
on the part of the Participant constituting Cause, as applicable, each option and SAR held by such
Participant shall be cancelled and cease to be exercisable as of the effective date of such
Termination.



     (c) Other Termination. Subject to Section 2.3(d) below, and unless otherwise
specified in the Agreement relating to an option or SAR, as the case may be, if the Participant’s
Termination results for any reason other than as described in Section 2.3(a) or (b), then each
option and SAR held by such Participant shall be exercisable only to the extent that such option or
SAR is exercisable on the effective date of such Termination, and may thereafter be exercised by
such Participant (or such Participant’s legal representative or similar person) until and including
the earlier to occur of (i) the date which is 90 days after the effective date of such Termination
and (ii) the expiration date of the term of such option or SAR.



     (d) Breach of Restrictive Covenant. Notwithstanding Sections 2.3(a) through (c), and
unless otherwise specified in the Agreement relating to an option or SAR, as the case may be, if a
Participant breaches his or her obligations to  AAM and its Affiliates under a noncompetition,
nonsolicitation, confidentiality, intellectual property or other restrictive covenant (a
“Restrictive Covenant”), each option and SAR held by such Participant shall be cancelled
and cease to be exercisable as of the date on which the Participant first breached such Restrictive
Covenant, and the Company thereafter may require the repayment of any amounts received by such
Participant in connection with an exercise of such option or SAR following such cancellation date.


2.4 No Repricing. Notwithstanding anything in this Plan to the contrary and subject to
Section 5.7, without the approval of the stockholders of the Company, the Committee will not amend
or replace any previously granted option or SAR in a transaction that constitutes a “repricing,” as
such term is used in Section 303A.08 of the Listed Company Manual of the New York Stock Exchange.




III. STOCK AWARDS



3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such
eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award
shall specify whether the Stock Award is a Restricted Stock Award, Unrestricted Stock or a
Restricted Stock Unit Award. The Committee may, in its discretion, determine that a Restricted
Stock Award or Restricted Stock Unit Award is to be granted as a Performance Share Award and may
establish an applicable Performance Period and Performance Measures which shall be satisfied or met
as a condition to the grant or vesting of all or a portion of such award.





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3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the
following terms and conditions and shall be subject to such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.




     (a) Number of Shares and Other Terms. The number of shares of Common Stock subject to
a Restricted Stock Award and the Restriction Period and Performance Measures (if any) applicable to
a Restricted Stock Award shall be determined by the Committee.



     (b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall
provide, in the manner determined by the Committee, in its discretion, and subject to the
provisions of this Plan, (i) for the vesting of the shares of Common Stock subject to such award
(A) if the Participant’s Termination does not occur during the specified Restriction Period and (B)
in the case of a Performance Share Award, if specified Performance Measures are satisfied or met
during a specified Performance Period, and (ii) for the forfeiture of the shares of Common Stock
subject to such award (A) if the Participant’s Termination occurs due to specified events during
the specified Restriction Period and (B) in the case of a Performance Share Award, if specified
Performance Measures are not satisfied or met during a specified Performance Period.
Notwithstanding the foregoing, unless otherwise set forth in the Agreement relating to a Restricted
Stock Award, the shares subject to such award (i) shall become fully vested on the effective date
of the Participant’s Termination by reason of such Participant’s death or Disability and (ii) shall
be cancelled to the extent unvested on the effective date of the Participant’s Termination for any
reason other than the Participant’s death or Disability.



     (c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock
shall be held by a custodian in book entry form with restrictions on such shares duly noted or,
alternatively, a certificate or certificates representing a Restricted Stock Award shall be
registered in the Participant’s name and may bear a legend, in addition to any legend which may be
required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock
represented by such certificate is subject to the restrictions, terms and conditions of this Plan
and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited
with the Company, together with stock powers or other instruments of assignment (including a power
of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or
appropriate, which would permit transfer to the Company of all or a portion of the shares of Common
Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in
part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of
applicable Performance Measures), subject to the Company’s right to require payment of any taxes in
accordance with Section 5.5, the restrictions shall be removed from the requisite number of any
shares of Common Stock that are held in book entry form, and
all certificates evidencing ownership of the requisite number of shares of Common Stock shall
be delivered to the Participant.



     (d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the
Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a
Restricted Stock Award, the Participant shall have all rights as a stockholder of the Company,
including, but not limited to, voting rights, the right to receive dividends and the right to



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participate in any capital adjustment applicable to all holders of Common Stock; provided,
however, that a distribution with respect to shares of Common Stock, other than a regular
cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as
the shares of Common Stock with respect to which such distribution was made.



3.3 Terms of Unrestricted Stock Awards. The number of shares of Common Stock subject to an
Unrestricted Stock Award shall be determined by the Committee. Unrestricted Stock Awards shall not
be subject to any Performance Measures or Restriction Periods.



3.4 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject
to the following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.




     (a) Number of Shares and Other Terms. The number of shares of Common Stock subject to
a Restricted Stock Unit Award and the Restriction Period and Performance Measures (if any)
applicable to a Restricted Stock Unit Award shall be determined by the Committee.



     (b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award
shall provide, in the manner determined by the Committee, in its discretion, and subject to the
provisions of this Plan, (i) for the vesting of such Restricted Stock Unit Award (A) if the
Participant’s Termination does not occur during the specified Restriction Period and (B) in the
case of a Performance Share Award, if specified Performance Measures are satisfied or met during a
specified Performance Period, and (ii) for the forfeiture of the shares of Common Stock subject to
such award (A) if the Participant’s Termination occurs due to specified events during the specified
Restriction Period or (y) in the case of a Performance Share Award, if specified Performance
Measures are not satisfied or met during a specified Performance Period. Notwithstanding the
foregoing, unless otherwise set forth in the Agreement relating to a Restricted Stock Unit Award,
the unvested portion of such award shall be cancelled on the effective date of the Participant’s
Termination for any reason.



     (c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a
Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common
Stock or cash or a combination thereof and (ii) whether the Participant shall be entitled to
receive, on a current or deferred basis, dividend equivalents and, if determined by the Committee,
interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the
number of shares of Common Stock subject to such award. Prior to the settlement of a Restricted
Stock Unit Award in Common Stock, as applicable, the Participant shall have no
rights as a stockholder of the Company with respect to the shares of Common Stock subject to
such award.


3.5 Termination of Employment or Service. All of the terms relating to the satisfaction of
Performance Measures and the termination of the Restriction Period or Performance Period relating
to a Stock Award, or any forfeiture and cancellation of such award upon the Participant’s
Termination, whether by reason of Disability, death or any other reason, shall be determined by the
Committee and set forth in the applicable award Agreement.





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IV. PERFORMANCE UNIT AWARDS



4.1 Performance Unit Awards. The Committee may, in its discretion, grant Performance Unit
Awards to such eligible persons as may be selected by the Committee.



4.2 Terms of Performance Unit Awards. Performance Unit Awards shall be subject to the
following terms and conditions and shall be subject to such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.




     (a) Number of Performance Units and Performance Measures. The number of Performance
Units subject to a Performance Unit Award and the Performance Measures and Performance Period
applicable to a Performance Unit Award shall be determined by the Committee.



     (b) Vesting and Forfeiture. The Agreement relating to a Performance Unit Award shall
provide, in the manner determined by the Committee, in its discretion, and subject to the
provisions of this Plan, for the vesting of such Performance Unit Award if the specified
Performance Measures are satisfied or met during the specified Performance Period and for the
forfeiture of such award if the specified Performance Measures are not satisfied or met during the
specified Performance Period.



     (c) Settlement of Vested Performance Unit Awards. The Agreement relating to a
Performance Unit Award shall specify whether such award may be settled in shares of Common Stock or
cash or a combination thereof. Prior to the settlement of a Performance Unit Award in shares of
Common Stock, the Participant shall have no rights as a stockholder of the Company.


4.3 Termination of Employment or Service. All of the terms relating to the satisfaction of
Performance Measures and the termination of the Performance Period relating to a Performance Unit
Award, or any forfeiture and cancellation of such award upon the Participant’s Termination, whether
by reason of Disability, death or any other reason, shall be determined by the Committee and set
forth in the applicable award Agreement. Notwithstanding the foregoing, unless otherwise set forth
in the Agreement relating to a Performance Unit Award, such award shall be cancelled on the
effective date of the Participant’s Termination for any reason.




V. GENERAL



5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of
the Company for approval within 12 months of the date of the Board’s initial adoption of the Plan.
This Plan shall terminate ten (10) years after its effective date, unless terminated earlier by the
Board. Termination of this Plan shall not affect the terms or conditions of any award granted
prior to termination. In the event that this Plan is not approved by the stockholders of the
Company, this Plan and any awards hereunder shall be void and of no force or effect.



5.2 Amendments. The Committee may amend this Plan and the terms and conditions of any
outstanding awards as it shall deem advisable, subject to any requirement of Board or stockholder
approval required by applicable law, rule or regulation, including any rule of the




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New York Stock
Exchange, or, if the Common Stock is not listed on the New York Stock Exchange, any rule of the
principal national stock exchange on which the Common Stock is then traded; provided,
however, that no amendment may impair the rights of a Participant’s outstanding award
without the written consent of such Participant.



5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth
the terms and conditions applicable to such award. No award shall be valid until an Agreement is
executed by the Company and the Participant and, upon execution by each party and delivery of the
Agreement to the Company within the time period specified by the Company, such award shall be
effective as of the effective date set forth in the Agreement.



5.4 Non-Transferability. No award shall be transferable other than by will, the laws of
descent and distribution or pursuant to beneficiary designation procedures approved by the Company
or, to the extent expressly permitted in the Agreement relating to such award, to the Participant’s
family members, a trust or entity established by the Participant for estate planning purposes or a
charitable organization designated by the Participant. Except to the extent permitted by the
foregoing sentence or the Agreement relating to an award, each award may be exercised or settled
during the Participant’s lifetime only by the Participant or the Participant’s legal representative
or similar person. Except as permitted by the second preceding sentence, no award may be sold,
transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any
attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
award, such award and all rights thereunder shall immediately become null and void.



5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock or the payment of any cash pursuant to an award made
hereunder, payment by the Participant of such award of any federal, state, local or other taxes
which may be required to be withheld or paid in connection with such award. An Agreement may
provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be
delivered to a Participant, having an aggregate Fair Market Value determined as of the date the
obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or
withhold an amount of cash which would otherwise be payable to a Participant, in the
amount necessary to satisfy any such obligation or (ii) the Participant may satisfy any such
obligation by any of the following means: (A) a cash payment to the Company, (B) authorizing the
Company to withhold whole shares of Common Stock which would otherwise be delivered having an
aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which
would otherwise be payable to a Participant, equal to the amount necessary to satisfy any such
obligation, (C) in the case of the exercise of an option and except as may be prohibited by
applicable law, a cash payment by a broker-dealer acceptable to the Company to whom the optionee
has submitted an irrevocable notice of exercise or (D) any combination of (A) or (B), in each case
to the extent set forth in the Agreement relating to the award and subject to the Participant’s
execution of such documents as the Company may reasonably request. Shares of Common Stock to be
delivered or withheld may not have an aggregate Fair Market Value in excess of the amount
determined by applying the minimum statutory withholding rate. Any





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fraction of a share of Common
Stock which would be required to satisfy such an obligation shall be disregarded and the remaining
amount due shall be paid in cash by the Participant.



5.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement
that if at any time the Company determines that the listing, registration or qualification of the
shares of Common Stock subject to such award upon any securities exchange or under any law, or the
consent or approval of any governmental body, or the taking of any other action is necessary or
desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares
shall not be delivered unless such listing, registration, qualification, consent, approval or other
action shall have been effected or obtained, free of any conditions not acceptable to the Company.
The Company may require that certificates evidencing shares of Common Stock delivered pursuant to
any award made hereunder bear a legend indicating that the sale, transfer or other disposition
thereof by the Participant is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.



5.7 Adjustment. (a) In the event any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
(other than a regular cash dividend) occurs on or after the date this Plan is approved by the
stockholders of the Company, (i) the number and type of securities available for all awards under
this Plan shall be appropriately adjusted by the Board and (ii) the number and type of securities
available for Stock Awards and Performance Unit Awards granted under this Plan, the maximum number
of securities with respect to which awards may be granted during any year to any one person, the
number and type of securities subject to each outstanding option and the exercise price per
security, and the terms of each outstanding SAR, Restricted Stock Award, Restricted Stock Unit
Award, Performance Share Award and Performance Unit Award, including the number and type of
securities subject thereto, shall be appropriately adjusted by the Committee, such adjustments to
be made in the case of outstanding options and SARs without an increase in the aggregate exercise
price or strike price. The decision of the Board or the Committee, as applicable, regarding any
such adjustment shall be final, binding and conclusive. If any such adjustment would result in a
fractional security being (i) available under this Plan, such fractional security shall be
disregarded or (ii) subject to an award under this Plan, the Company shall pay the Participant, in connection with the first vesting, exercise or settlement of such
award, in whole or in part, occurring after such adjustment, an amount in cash determined by
multiplying (i) the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the Fair Market Value on the vesting, exercise or settlement date over (B)
the exercise or strike price, if any, of such award.



5.8 Corporate Transaction; Change in Control.




     (a) If the Company shall be a party to a reorganization, merger or consolidation or sale or
other disposition of more than 50% of the operating assets of the Company (determined on a
consolidated basis), other than in connection with a sale-leaseback or other arrangement resulting
in the continued utilization of such assets (or the operating products of such assets) (a



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“Corporate Transaction”), or in the event of a Change in Control, the Board (as constituted
prior to any Change in Control resulting from such Corporate Transaction) may, in its discretion:





     (i) require that (A) some or all outstanding options and SARs shall
immediately become exercisable in full or in part, (B) the Restriction Period
applicable to some or all outstanding Restricted Stock Awards and Restricted Stock
Unit Awards shall lapse in full or in part, (C) the Performance Period applicable to
some or all outstanding Performance Share Awards and Performance Unit Awards shall
lapse in full or in part and (D) the Performance Measures applicable to some or all
outstanding awards shall be deemed to be satisfied at the target or any other level;




     (ii) require outstanding awards, in whole or in part, to be assumed by the
corporation resulting from such Corporate Transaction, or a parent corporation
thereof;




     (iii) require that shares of capital stock of the corporation resulting from
such Corporate Transaction, or a parent corporation thereof, be substituted for some
or all of the shares of Common Stock subject to an outstanding award, with an
appropriate and equitable adjustment to such award as determined by the Board in
accordance with Section 5.7; and/or




     (iv) require outstanding awards, in whole or in part, to be surrendered to the
Company by the Participant, and to be immediately cancelled by the Company, and to
provide for the Participant to receive (A) a cash payment in an amount equal to (1)
in the case of an option or an SAR, the number of shares of Common Stock then
subject to the portion of such option or SAR surrendered, to the extent such option
or SAR is then exercisable or becomes exercisable pursuant to clause (i), multiplied
by the excess, if any, of the highest per share price offered to holders of Common
Stock in any transaction whereby the Corporate Transaction takes place, over the
exercise price or strike price per share of Common Stock subject to such option or
SAR, (2) in the case of a Stock Award, the number of shares of Common Stock then
subject to the portion of such award surrendered, to the extent the Restriction Period and Performance Period, if
any, on such Stock Award has lapsed or will lapse pursuant to clause (i) and to the
extent that the Performance Measures, if any, have been satisfied or are deemed
satisfied pursuant to clause (i), multiplied by the highest per share price offered
to holders of Common Stock in any transaction whereby the Corporate Transaction
takes place, and (3) in the case of a Performance Unit Award, the number of
Performance Units then subject to the portion of such award surrendered, to the
extent the Performance Period applicable so such award has lapsed or will lapse
pursuant to clause (i) and to the extent the Performance Measures applicable to such
award have been satisfied or are deemed satisfied pursuant to clause (i); (B) shares
of capital stock of the corporation resulting from such Corporate Transaction, or a
parent corporation thereof, having a fair market value not less



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than the amount
determined under clause (A) above; or (C) a combination of the payment of cash
pursuant to clause (A) above and the issuance of shares pursuant to clause (B)
above.



     (b) For purposes of Section 1.3 and Section 5.8(a), “Change in Control” shall mean, except as
otherwise provided below, the occurrence of a “change in the ownership,” a “change in the effective
control” or a “change in the ownership of a substantial portion of the assets” of the Company. In
determining whether an event shall be considered a “change in the ownership,” a “change in the
effective control” or a “change in the ownership of a substantial portion of the assets” of the
Company, the following provisions shall apply:




     (i) A “change in the ownership” of the Company shall occur on the date on
which any one person, or more than one person acting as a group, acquires ownership
of stock of the Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total voting power of
the stock of the Company, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50%
of the total fair market value or total voting power of the stock of the Company, or
to have effective control of the Company within the meaning of clause (ii) of this
Section 3(e), and such person or group acquires additional stock of the Company, the
acquisition of additional stock by such person or group shall not be considered to
cause a “change in the ownership” of the Company.




     (ii) A “change in the effective control” of the Company shall occur on either
of the following dates:




     (A) The date on which any one person, or more than one person acting
as a group, acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such person or persons) ownership
of stock of the Company possessing 30% or more of the total voting power of
the stock of the Company, as determined in accordance with Treasury
Regulation § 1.409A-3(i)(5)(vi). If a person or group is considered to
possess 30% or more of the total voting power of the stock of the Company, and such person or group acquires additional
stock of the Company, the acquisition of additional stock by such person or
group shall not be considered to cause a “change in the effective control”
of the Company; or




     (B) The date on which a majority of the members of the Board is
replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Board before
the date of the appointment or election, as determined in accordance with
Treasury Regulation § 1.409A-3(i)(5)(vi).



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     (c) A “change in the ownership of a substantial portion of the assets” of the Company shall
occur on the date on which any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) assets from the Company that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the Company immediately
before such acquisition or acquisitions, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a
substantial portion of the assets” when such transfer is made to an entity that is controlled by
the shareholders of the Company, as determined in accordance with Treasury Regulation §
1.409A-3(i)(5)(vii)(B).


Notwithstanding the occurrence of any of the foregoing events, a Change in Control shall not occur
with respect to an award if, in advance of such event, the Participant agrees in writing that such
event shall not constitute a Change in Control. The Committee may, in its discretion, include any
provisions in an Agreement which it may deems desirable regarding the treatment of any award under
the Plan in connection with a Change in Control, including but not limited to, providing for the
accelerated vesting or payment of such award upon a Change in Control.



5.9 No Right of Participation or Employment or Service. Unless otherwise set forth in an
employment agreement, no person shall have any right to participate in this Plan. Neither this
Plan nor any award made hereunder shall confer upon any person any right to continued employment or
service with  AAM or any of its Affiliates or affect in any manner the right of  AAM or any
of its Affiliates to terminate the employment or service of any person at any time without
liability hereunder.



5.10 Rights as Stockholder. No person shall have any right as a stockholder of the Company
with respect to any shares of Common Stock or other equity security of the Company which is subject
to an award hereunder unless and until such person becomes a stockholder of record with respect to
such shares of Common Stock or equity security.



5.11 Designation of Beneficiary. A Participant may file with the Committee a written
designation of one or more persons as such Participant’s beneficiary or beneficiaries (both primary
and contingent) in the event of the Participant’s death or incapacity. To the extent an
outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries
shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the
Committee. Each beneficiary designation shall become effective only when filed in writing with the
Committee during the Participant’s lifetime on a form prescribed by the Committee. The filing with
the Committee of a new beneficiary designation shall cancel all previously filed beneficiary
designations. If a Participant fails to designate a beneficiary, or if all designated
beneficiaries of a Participant predecease the Participant, then each outstanding option and SAR
hereunder held by such Participant, to the extent exercisable, may be exercised by such
Participant’s executor, administrator, legal representative or similar person.



5.12 Governing Law. This Plan, each award hereunder and the related Agreement, and all
determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the
Code or the laws of the United States, shall be governed by the laws
of the State of Maryland and
construed in accordance therewith without giving effect to principles of conflicts of laws.


5.13
Arbitration. Any dispute or controversy between the Company or its respective
affiliates (including AAM) on the one hand, and the Participant on the other hand, whether arising
out of or relating to this Plan, any Agreement or otherwise, shall be settled by final and
binding arbitration in Cook County, Illinois administered by the American Arbitration Association,
with any such dispute or controversy being so administered in accordance with its Commercial Rules
then in effect, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  The arbitrator shall have the authority to award any remedy or
relief that a court of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction.  Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief, neither a party nor an arbitrator
may disclose the existence, content or results of any arbitration hereunder without the prior written
consent of the Company and the Participant.  The Company and the Participant acknowledge that this Plan
and each Agreement evidence transactions involving interstate commerce.  Notwithstanding any choice of
law provision included in this Plan or any Agreement, the United States Federal Arbitration Act shall
govern the interpretation and enforcement of this arbitration provision.




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