exhibit10-61.htm


    
10-Q

    Amended and Restated

    AAM
2009 Long-Term Incentive Plan

    


    Article
1. Establishment, Purpose, and Duration

    


    1.1          Establishment of the Plan.
American Axle & Manufacturing Holdings, Inc. (the “Company”), a Delaware
corporation, hereby establishes an incentive compensation plan to be known as
the “AAM 2009 Long-Term Incentive Plan” (the “Plan”), as set forth in this
document. The Plan permits the payment of cash awards based upon the achievement
of predefined performance goals established by the Committee.

     

    The Plan
shall become effective as of January 1, 2009 (the “Effective Date”) and shall
remain in effect as provided in Section 1.3 hereof.

     

    1.2          Purpose of the Plan. The
purposes of the Plan are to reward Participants for the overall success of the
Company; to provide Participants with an incentive for excellence in individual
performance; to retain key senior employees; and to provide a competitive and
valuable long-term incentive program for Participants.

     

    1.3          Duration of the Plan. The Plan
shall commence on the Effective Date and shall remain in effect, subject to the
right of the Board to alter, amend, suspend, or terminate the Plan at any time
pursuant to Article 7 hereof.

     

    Article
2. Definitions

    


    For
purposes of the Plan, the capitalized words shall have the meanings set forth
below:

     

    
      	
               
      

            	
              (a)

            	
              “Affiliate” means any
      Parent or Subsidiary and any person that directly or indirectly through
      one or more intermediaries, controls, is controlled by, or is under common
      control with, the Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Award” means a grant
      under the Plan of a cash incentive opportunity to be earned by and paid to
      a Participant pursuant to the terms of the Plan and Award
      Document.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Award Document” means
      an agreement, certificate or other type or form of document or
      documentation approved by the Committee that sets forth the terms and
      conditions of an Award. An Award Document may be written, electronic, or
      other media, may be limited to a notation on the books and records of the
      Company and, unless the Committee requires otherwise, need not be signed
      by a representative of the Company or
  Participant.

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Award Opportunity” or
      “Award
      Opportunities” means the Award or Awards that a Participant can
      earn based upon the achievement of a pre-established performance goal or
      goals during a Performance Period as specified in the Participant’s Award
      Document and pursuant to the terms of the
Plan.

            


    

     

    
      	
               
      

            	
              (e)

            	
              “Beneficial Owner” or
      “Beneficial
      Ownership” shall have the meaning ascribed to such terms in Rule
      13d-3 of the General Rules and Regulations under the Exchange
      Act.

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Board of Directors” or
      “Board” means the
      Board of Directors of the Company.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (g)

            	
              “Change in Control” means
      any of the following events:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      Person, excluding the Company and any subsidiary and any employee benefit
      plan sponsored or maintained by the Company or any subsidiary (including
      any trustee of such plan acting as trustee), directly or indirectly,
      becomes the beneficial owner (as defined in Rule 13d-3 under the
      Exchange Act), of securities of the Company representing 30% or more of
      the combined voting power of the Company’s then outstanding
      securities; or

            


    

    


    
      	
              (ii)  

            	
              The
      consummation of any merger or other business combination involving the
      Company, a sale of 51% or more of the Company’s assets, liquidation or
      dissolution of the Company or a combination of the foregoing transactions
      (the “Transactions”) other
      than a Transaction immediately following which the shareholders of the
      Company immediately prior to the Transaction own, in the same proportion,
      at least 51% of the voting power, directly or indirectly, of (A) the
      surviving corporation in any such merger or other business combination;
      (B) the purchaser of or successor to the Company’s assets;
      (C) both the surviving corporation and the purchaser in the event of
      any combination of Transactions; or (D) the parent company owning
      100% of such surviving corporation, purchaser or both the surviving
      corporation and the purchaser, as the case may
  be; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Within
      any 12-month period, the persons who were directors immediately before the
      beginning of such period (the “Incumbent Directors”)
      cease (for any reason other than death) to constitute at least a majority
      of the Board or the board of directors of a successor to the Company. For
      this purpose, any director who was not a director at the beginning of such
      period shall be deemed to be an Incumbent Director if such director was
      elected to the Board by, or on the recommendation of or with the approval
      of, at least two thirds of the directors who then qualified as Incumbent
      Directors, so long as such director was not nominated by a person who
      commenced or threatened to commence an election contest or proxy
      solicitation by or on behalf of a person (other than the Board) or who has
      entered into an agreement to effect a Change in Control or expressed an
      intention to cause such a Change in
Control.

            


    

    


     

    
      	
               
      

            	
              (h)

            	
              “Code” means the
      Internal Revenue Code of 1986, as amended from time to
    time.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Committee” means the
      Compensation Committee of the Board, which shall consist entirely of
      “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act
      and “outside directors” for purposes of Section 162(m) of the Code;
      provided, however, that a failure to meet such requirements shall not
      invalidate awards granted or decisions made by the
    Committee.

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Director” means any
      individual who is a member of the Board of Directors of the
      Company.

            


    

     

    
      	
               
      

            	
              (k)

            	
              “Disability” shall have
      the meaning ascribed to such term in the governing long-tern disability
      plan pursuant to which the Participant may be entitled to benefits, if
      any, or if there shall be no such plan, as determined by the Committee in
      its absolute discretion.

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Effective Date” shall
      have the meaning ascribed to such term in Section 1.1
    hereof.

            


    

     

    
      	
               
      

            	
              (m)

            	
              “Eligible Individuals”
      means the individuals described in Article 4 who are eligible for Awards
      under the Plan.

            


    

     

    
      	
               
      

            	
              (n)

            	
              “Exchange Act” means the
      Securities Exchange Act of 1934, as amended from time to time, or any
      successor act thereto.

            


    

     

    
      	
               
      

            	
              (o)

            	
              “Participant” means
      Eligible Individual who has been granted an Award under the
      Plan.

            


    

     

    
      	
               
      

            	
              (p)

            	
              “Performance Period”
      means the period established by the Committee and set forth in the
      Award Document over which performance goals are
  measured.

            


    

     

    
      	
               
      

            	
              (q)

            	
              “Person” shall have the
      meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
      used in Sections 13(d) and 14(d) thereof, including a “group” as defined
      in Section 13(d) thereof.

            


    

     

    
      	
               
      

            	
              (r)

            	
              “Retirement” means, with
      respect to any Participant, such Participant’s voluntary resignation at
      any time after attaining age 65 or as such term is defined in the
      governing retirement plan(s) to which the Participant may be entitled to
      benefits, if any.

            


    

     

    
      	
               
      

            	
              (s)

            	
              “Subsidiary”
      means

            


    

     

    
      	
              (i)  

            	
              a
      corporation or other entity with respect to which the Company, directly or
      indirectly, has the power, whether through the ownership of voting
      securities, by contract or otherwise, to elect at least a majority of the
      members of the board of directors or analogous governing body,
      or

            


    

     

    
      	
              (ii)  

            	
              any
      other corporation or other entity in which the Company, directly or
      indirectly, has an equity or similar interest and that the Committee
      designates as a Subsidiary for purposes of the Plan. For purposes of
      determining eligibility for the grant of Incentive Stock Options under the
      Plan, the term “Subsidiary” shall be defined in the manner required by
      Section 424(f) of the Code.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              (t)  

            	
              “Target Award
      Opportunity” means the target award opportunity specified in the
      Participant’s Award Document, as determined by the
    Committee.

            


    

     

    Article
3. Administration

    


    3.1          The Committee. The Plan shall
be administered by the Committee.

     

    3.2          Authority of the Committee.
Except as limited by law or by the Certificate of Incorporation or Bylaws of the
Company, and subject to the provisions herein, the Committee shall have full and
absolute discretionary power to select Eligible Individuals who shall
participate in the Plan; determine the terms and conditions of Awards and Award
Documents in a manner consistent with the Plan; construe and interpret the Plan
and any agreement or instrument entered into under the Plan (including, without
limitation, any Award Document); establish, amend, or waive rules and
regulations for the Plan’s administration; and, subject to the provisions of
Article 7 herein, amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the discretion of the
Committee as provided in the Plan and the related Award Document. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan.

     

    3.3          Decisions Binding. All
interpretations, determinations, and decisions made by the Committee pursuant to
the provisions of the Plan and all related orders and resolutions of the
Committee shall be final, conclusive, and binding on all individuals or
entities, including the Company, Eligible Individuals, Participants, and their
estates and beneficiaries.

     

    Article
4. Eligibility and Participation

    


    4.1          Eligible
Individuals.  Awards may be granted to officers, executives and
other key employees, as determined by the Compensation Committee, directors and
Non-Employee Directors of the Company or any of its Subsidiaries or joint
ventures, partnerships or business organizations in which the Company or its
Subsidiaries have an equity interest. Only employees of the Company or a Parent
or Subsidiary may be granted Awards. The Committee shall have the authority to
select the persons to whom Awards may be granted and to determine the number and
terms of Awards to be granted to each Participant. Under the Plan, references to
“employment” or “employed” include the service of Participants who are
Non-Employee Directors, except for purposes of determining
eligibility.

     

    4.2          Actual Participation. The
Committee, in its sole discretion, shall determine which Eligible Individuals
shall participate in the Plan during a Performance Period. Such determination
shall be made no later than three months after the start of each applicable
Performance Period. The Committee shall have no obligation to grant any Eligible
Individual an Award or to designate an Eligible Individual as a Participant
solely by reason of the Eligible Individual having received a prior Award or
having been previously designated as a Participant. The Committee may grant more
than one Award to a Participant and may designate an Eligible Individual as a
Participant for overlapping periods of time.

     

    Article
5. Award Opportunity, Performance Goals, and Performance Period

    


    5.1          Setting Award Opportunities.
The Committee shall determine the duration of each Performance Period and set
each Participant’s Award Opportunities with respect to a Performance Period. In
addition, the Committee shall establish the performance goal or goals that must be achieved
during a Performance Period for a Participant to earn and be paid his Award. The
Committee shall specify the foregoing in each Participant’s Award
Document.

     

    5.2          Earning Awards. Subject to the
terms of the Plan and the Award Document, an Award shall be earned by and paid
to a Participant for a Performance Period based on the achievement of the
performance goal or performance goals for such Performance Period as set forth
in his Award Document.

     

    5.3          Award Document. The right to
earn and be paid an Award shall be evidenced by an Award Document that shall
specify the Performance Period, the Participant’s Target Award Opportunity for
the Performance Period, the performance measures and related performance goals
for earning an Award, the determination of the Participant’s Award, and such
other provisions as the Committee shall determine. Award Documents may differ
among Participants. The right to earn an Award by a Participant under an Award
Document shall not confer upon any other Participant or Eligible Individual or
any future Participant or Eligible Individual a right to the same or similar
benefits.

     

    5.4          Form and Timing of Payment of
Awards. Payment of an Award shall be made solely in cash in a single lump
sum at such time as specified in a Participant’s Award Document and shall be
subject to the approval of the Committee.

     

    5.5          Effect of Termination of
Employment. The effect of a Participant’s termination of employment
during a Performance Period regarding an outstanding Award, if any, shall be
specified in the Participant’s Award Document.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5.6          Effect of a Change in Control.
The effect of a Change in Control during a Performance Period on a
Participant’s outstanding Award, if any, shall be specified in the Award
Document.

     

    5.7          Nontransferability.  The
Award may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Participant other than by will or by the laws
of descent and distribution.  Except for the designation of the
Participant's beneficiary, the purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance of the Award shall be void and
unenforceable against the Company or any Affiliate.

     

    Article
6. Employment and Participation

    


    6­­­­­­­­­­­­­­­­­­.1          Employment. Neither this Plan
nor the Award Document shall be construed as giving the Participant the right to
be retained in the employ of, or in any consulting relationship to, the Company
or any Affiliate.  Further, the Company or any Affiliate may at any
time dismiss the Participant or discontinue any consulting relationship, free
from any liability or any claim under this Plan or the Award Document, except as
expressly provided in this Plan.

     

    6.2          Participation. No employee
shall have the right to be selected to be paid an Award under this Plan, or,
having been so selected, to be paid an award at a future date.

     

    Article
7. Amendment and Termination

    


    7.1          Amendment and Termination. The
Board may, at any
time and from time to time, alter, amend, suspend, or terminate the Plan in
whole or in part.

     

    7.2          Effect of Amendment or Termination.
No amendment or termination of the Plan may adversely affect in any
material way any Award previously granted under the Plan without the written
consent of the Participant holding such Award.

     

    Article
8. Tax Withholding

    


    The
Company shall have the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, and local
taxes, as required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.

     

    Article
9. Indemnification

    


    Each
individual who is or shall have been a member of the Committee, or of the Board,
shall be indemnified by the Company against and from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by him in connection
with or resulting from any claim, action, suit, or proceeding to which he may be
a party or in which he may be involved by reason of any good faith action taken
or good faith failure to act under the Plan. Such individuals shall be
indemnified by the Company for all amounts paid by him in settlement thereof,
with the Company’s approval, or paid by him in satisfaction of any judgment in
any such action, suit, or proceeding against him; provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such individuals may be entitled under the Company’s Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.

     

    Article
10. Successors

    


    All
obligations of the Company under the Plan shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially of all of the business and/or assets of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Article
11. Nature of the Plan

    


    The Plan
constitutes a mere promise by the Company to make benefit payments in the
future. A Participant has the status of a general unsecured creditor of the
Company. Nothing contained herein shall be deemed to create a trust or fund of
any kind or create any fiduciary relationship. The Plan is intended to be an
unfunded arrangement for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended.

     

    Article
12. Miscellaneous

    


    12.1               Gender and Number. Except
where otherwise indicated by the context, any masculine term used herein also
shall include the feminine; the plural shall include the singular and the
singular shall include the plural.

     

    12.2               Severability. In the event any
provision of the Plan shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.

     

    12.3               Requirements of Law. The grant
of Awards under the Plan and any Award Document shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.

     

    12.4               Governing Law. To the extent
not preempted by federal law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the state of New York,
without giving effect to the principles of conflicts of law.

     

    Article
13. Section 409A

    


    Awards
granted pursuant to the Plan are intended to satisfy the requirements of Section
409A of the Code with respect to amounts subject thereto and shall be
interpreted and construed in a manner consistent with that intent. If any
provision of this Plan or an Award Document causes the Award not to satisfy the
requirements of Section 409A of the Code, or could otherwise cause the
Participant to recognize income or be subject to the interest and penalties
under section 409A of the Code, then the provision shall have no effect or, to
the extent practicable, the Company may modify the provision to maintain the
original intent without violating the requirements of Section 409A of the
Code.