exv10w46



 





Exhibit 10.46




2006 OPTION CORRECTION AMENDMENT



Superior Industries International, Inc. (Company) and [NAME] (Optionee) may have
entered into stock option agreements evidencing grants that were purported to have been made on the
stated option grant date (Purported Grant Date) but that were actually granted on a later date
(Actual Grant Date). By this Amendment, the Company is correcting option exercise price
understatements that resulted from this mistake.



Section One: Options to Which This Amendment Applies

This Amendment applies to each outstanding stock option agreement the Company has entered into
with the Optionee that has an Actual Grant Date that is later than its Purported Grant Date and
that has an exercise (purchase) price below what its exercise (purchase) price should have been
(Correct Exercise Price). Such options are referred to below as “Reissued Options.” However,
notwithstanding anything herein to the contrary, Reissued Options do not include any stock options
to the extent they vested prior to January 1, 2005. A Reissued Option’s Correct Exercise Price is
the fair market value per share of stock subject to the option at the end trading on the Actual
Grant Date (or the last preceding trading date if the Actual Grant Date was not a trading date),
subject to post grant adjustment under the terms of the stock option plan under which the option
was granted. The Company shall determine the Actual Grant Date, Purported Grant Date, and the
Correct Exercise Price of each of the Optionee’s options. The Optionee may not challenge any such
determination if made in good faith.



Section Two: Exercise Price of Reissued Options

The exercise (purchase) price per share under each of the Optionee’s Reissued Options shall be its
Correct Exercise Price.



Section Three: The Optionee May Not Exercise Options Pending Company Determinations

The Company has not yet determined which of the Optionee’s options are Reissued Options. The
Optionee may not exercise any options until the Company makes that determination with respect to
the option the Optionee desires to exercise. The Company will make such determinations as soon as
practicable.



Section Four: No Admission of Wrongdoing



By adopting this Amendment, no one is admitting that anyone did anything wrong or inappropriate in
initially granting the Optionee Reissued Options with exercise prices below their Correct Exercise
Prices.



Section Five: Consideration for This Amendment

This is an enforceable agreement. The consideration the Optionee has given for it is consenting to
the correction of the exercise price of each Reissued Option to the Correct Exercise Price. The
consideration the Company has given is helping the Optionee to avoid tax penalties under Internal
Revenue Code Section 409A. The Company has no obligation to pay the Optionee anything to
compensate the Optionee for the reduced value of the Reissued Options.



Section Six: Entire Agreement

Although the Company unilaterally adopted this Amendment, it did so with the understanding that the
Optionee had consented to it in 2006. If the Optionee disputes that understanding, the Optionee
must file a written notice of objection with the Company within 5 business days of actual receipt
of the Amendment. In such event, the Company will determine whether the Optionee consented to this
Amendment and, if not, the Company will cancel the Amendment. If the Optionee fails to timely
dispute the Optionee’s consent, that consent shall be conclusively established.




	 	 	 	 	 
	SUPERIOR INDUSTRIES INTERNATIONAL, INC.	 	 
	 
	 	 	 	 
	 


	 	 	 	 
	By:
	 	 	 	 
	Its:
	 	 	 	 
	 
	 	 	 	 
	[DATE]