Amended And Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan For Executive Officers

EXHIBIT 10.46
AMENDED AND RESTATEDAMERICAN AXLE & MANUFACTURING, INC. INCENTIVE COMPENSATION PLAN FOR EXECUTIVE OFFICERS

ARTICLE 1DEFINITIONS
When used in the Plan, the following words and phrases shall have the following meanings unless the context clearly indicates another meaning:1.1 Administrator means the Management Benefits Committee acting through the Corporate Human Resources Department, as set forth in Article 5.1.2 Affiliated Employer means any of the following that, with the consent of the Compensation Committee, adopt the Plan as provided in Sec. 6.1: (i) any of the other corporations which are members of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; (ii) any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Company; (iii) any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m)) which includes the Company ; (iv) any other entity required to be aggregated with the Company pursuant to Regulations under Code Section 414(o). 1.3 Average Invested Capital means the simple average of Invested Capital as of January 1 and Invested Capital as of December 31 of the Plan Year in question.
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1.4 Base Salary means a Participant' s monthly gross regular rate of pay from the Company as of December 1 of a Plan Year or on the date of a Participant' s death, Disability, Retirement or employment by an Affiliated Employer who has not adopted the Plan, if earlier, before any required reductions or withholdings or reductions under any salary reduction agreement between a Participant and the Company. Base Salary shall not include overtime, bonuses, compensation paid in kind, special allowances or reimbursements to cover expenses paid or incurred on behalf of the Company or in the course of employment with the Company, the Company' s contribution to this Plan or to any pension or profit sharing plan to which the Company makes contributions, or the Company' s contribution to any employee welfare plan or arrangement.1.5 Beneficiary means the Participant' s legal spouse, if married, otherwise the beneficiary or beneficiaries designated by a Participant as such in connection with the group term life insurance program maintained by the Company for Eligible Employees as in effect at the time of the Participant' s death. If no beneficiary is so designated, a Participant' s beneficiary shall be his or her estate.1.6 Board of Directors means the Board of Directors of the American Axle & Manufacturing Holdings, Inc.1.7 Bonus Award means a bonus award under this Plan determined in accordance with Article 3.1.8 Bonus Factors means Return on Invested Capital (ROIC), Cash Flow as a Percentage of Budgeted Cash Flow and Net Income as a Percentage of Sales (NIPS) each as defined herein.
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1.9 Budgeted Cash Flow means the anticipated Cash Flow as set forth in the Company' s budget for the Plan Year in question, as approved by the Board of Directors.1.10 Cash Flow means the cash provided by and used in the Company' s operating activities for the Plan Year in question less the Company' s capital expenditures for the Plan Year in question, all as determined by the Company in accordance with generally accepted accounting principles (GAAP) and as reported in the Company's audited consolidated financial statements for the Plan Year.1.11 Cash Flow as a Percentage of Budgeted Cash Flow means one of the Bonus Factors which, for a particular Plan Year, is computed as the Company' s Cash Flow for that year divided by the Company' s Budgeted Cash Flow for that year.1.12 CEO means the Chief Executive Officer of Holdings.1.13 CFO means the Chief Financial Officer of Holdings.1.14 Company means American Axle & Manufacturing, Inc., a Delaware corporation.1.15 Compensation Committee means the Compensation Committee of the Board of Directors.1.16 Covered Earnings means a Participant' s Base Salary multiplied by his or her Months of Participation during a Plan Year.1.17 Disability means disability as defined in the short term disability plan maintained by the Company for Eligible Employees as in effect on the date of disability.1.18 Eligible Employee means an Executive Officer designated as an Eligible Employee by the CEO.
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1.19 Executive Officer means " officer" of the Company or Holdings as defined in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, as determined by the CEO.1.20 GAAP means generally accepted accounting principles in the United States.1.21 Holdings means American Axle & Manufacturing Holdings, Inc., the publicly held parent corporation of the Company.1.22 Invested Capital means the sum of the Company's long-term debt, less cash and cash equivalents, plus stockholders' equity, all as determined in accordance with GAAP.1.23 Management Benefits Committee means the Management Benefits Committee authorized by the Compensation Committee to administer the Plan.1.24 Month of Participation means each full or partial month during which an employee of the Company or an Affiliated Employer is an Eligible Employee. An Eligible Employee who, during the Plan Year, dies, Retires, incurs a Disability, or is employed by an Affiliated Employer who has not adopted the Plan and who remains an employee of such Affiliated Employer through the Payment Date, will be credited with his or her Months of Participation through the month of death, Retirement, Disability or transfer but not thereafter.1.25 Net Income means the net income of Holdings as determined in accordance with GAAP and as reported in the audited consolidated financial statements of Holdings.
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1.26 NIPS means net income as a percentage (%) of sales. NIPS is computed as the net income for the Plan Year in question divided by the net sales for the Plan Year in question, all as determined by Holdings in accordance with GAAP and as reported in Holdings' audited consolidated financial statements for the Plan Year.1.27 Participant means an individual who is eligible to receive a Bonus Award in a Plan Year in accordance with Article 2.1.28 Payment Date means the date or dates on which Bonus Awards under the Plan are paid to Participants as determined in accordance with Section 4.1 hereof.1.29 Peer Group Companies means the companies identified by Holdings and reported in its annual proxy statement as members of a competitor peer group for purposes of comparison of cumulative total stockholder return.1.30 Plan means this Amended and Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan for Executive Officers.1.31 Plan Year means the 12-month period beginning on January 1 and ending on December 31 of each year.1.32 Retire or Retirement means termination of employment while entitled to an early, normal, or late retirement benefit under the Salaried Pension Plan.1.33 ROIC means return on invested capital and is computed as the sum of Holdings' net income and after-tax net interest expense for the Plan Year in question, which sum is divided by Average Invested Capital for the Plan Year in question, all as determined in accordance with GAAP and as set forth in Hold ...