Stock Purchase Agreement Dated 12/20/00

EXHIBIT 10.08


AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT, dated as of December 20, 2000, (this "AGREEMENT"), is entered into between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the "COMPANY"), and Richard E. Dauch (the "SELLER").


BACKGROUND


1. Seller previously incurred indebtedness in connection with his earlier investment in the Company, and Seller intends to sell shares of Common Stock, par value $0.01 per share, of the Company ("COMMON STOCK") in order to generate $21,341,352.49 of sale proceeds in order that he might have the funds to repay such indebtedness, the accrued and unpaid interest thereon, and the amount of estimated tax liability of Seller in connection with such sale (the number of shares of Common Stock being sold in accordance with this Agreement to generate such proceeds, the "REPURCHASED SHARES");


2. Seller has requested that the Company agree to purchase from Seller the Repurchased Shares upon the terms and conditions set forth herein;


3. The Company is willing to purchase the Repurchased Shares from Seller on the terms of this Agreement and in consideration of Seller extending the terms of his employment agreement with the Company through the Amendment to Employment Agreement being entered into at the same time this Agreement is entered into; and


4. In consideration of the foregoing premises and mutual covenants contained herein, the parties hereto agree as follows:


ARTICLE I
SALE AND PURCHASE


1.1 AGREEMENT TO SELL AND PURCHASE


On the Closing Date (as defined in Section 1.2), subject to the terms and conditions of this Agreement, the Seller will sell, assign, transfer and deliver to the Company, and the Company will purchase from Seller, all of the Seller's right, title and interest in and to the Repurchased Shares owned by the Seller for an aggregate purchase price of $21,341,352.49 The number of Repurchased Shares will be calculated by dividing $21,341,352.49 by the Current Market Price (as defined in Section 1.3) as the Closing Date.


1.2 THE CLOSING


Unless this Agreement shall have been terminated and the contemplated transactions shall have been abandoned in accordance with Section 5.1 hereof, and subject to the terms and conditions of this Agreement, the sale and purchase of the Repurchased Shares shall take place at a closing (the "Closing") at the offices of American Axle & Manufacturing Holdings, Inc., 1840 Holbrook Avenue, Detroit, MI 48212-3488 as soon as practicable but no later than January 31, 2001 (the "CLOSING DATE").


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(a) DELIVERIES BY THE SELLER. At or prior to the Closing Date, the Seller will deliver to the Company, against delivery by the Company of the purchase price in accordance with Section 1.1, stock certificates representing the Repurchased Shares, duly endorsed for transfer to the Company by the Seller or accompanied by stock powers duly executed in favor of the Company, and, in either case, accompanied by such other documents as may be necessary to transfer record ownership of such Common Stock on the stock transfer books of the Company together with evidence of payment of any applicable transfer and documentary stamp taxes and other fees; and


(b) DELIVERIES BY THE COMPANY. The Company will wire transfer to the bank account specified in writing by the Seller immediately available funds in the amount of the purchase price in accordance with Section 1.1, against delivery by the Seller of certificates representing the Repurchased Shares.


1.3 CURRENT MARKET PRICE


The "Current Market Price" for purposes of this Agreement is the average closing price of the Common Stock during the last five trading days ending prior to the Closing Date, as reported on the New York Stock Exchange.


ARTICLE II
REPRESENTATIONS AND WARRANTIES


2.1 REPRESENTATIONS OF THE SELLER


The Seller represents and warrants to the Company that:


(a) on the date hereof the Seller has, and on the Closing Date the Seller will have, good, valid and marketable title to the Repurchased Shares, free and clear of all adverse claims;


(b) the Seller has sole voting power and sole power of disposition with respect to all of the Repurchased Shares, with no restric ...