Metaldyne Vol. Stock Opt. Exchange Prog.

EXHIBIT 10.11 - METALDYNE CORPORATION VOLUNTARY STOCK OPTION EXCHANGE PROGRAMOFFER SUMMARY METALDYNE CORPORATION VOLUNTARY STOCK OPTION EXCHANGE PROGRAM OFFER SUMMARYBACKGROUNDThe principal purpose of the Metaldyne Corporation 2001 Long Term EquityIncentive Plan (the "Plan") is to advance the interests of the Company byproviding a means to attract, retain and motivate employees upon whose judgment,initiative and efforts the continued success, growth and development of theCompany is dependent. The Board of Directors of the Metaldyne Corporation (the"Company") has determined that the principal purpose of the Plan will not beachieved if these employees continue to hold stock options with exercise pricesabove the current fair market value of the Company's common stock. As a result,the Board of Directors approved this Voluntary Stock Option Exchange Program(the "Program") in order to further the purposes of the Plan while balancingaccounting, cash flow and equity dilution considerations.THE OFFERThe Company is offering eligible employees the opportunity to participate in theProgram and exchange all of their outstanding options to purchase shares of theCompany's common stock granted under the Plan for new stock options (the "NewOptions") and restricted stock units (the "RSUs") to be granted under the Plan.The Company is making this offer upon the terms and conditions described in thisOffer Summary, the Company's Prospectus relating to the Plan attached as ExhibitA, and the Election Form attached as Exhibit B (which together constitute the"Offer"). Participation in the Program is completely voluntary. If you choose todecline the Offer, your existing options will remain outstanding until youexercise them or they expire by their terms.The Offer will expire at 5 p.m., Eastern Time, on January 14, 2004. Should youdecide to tender your options, the Company must receive a properly completed andexecuted Election Form before 5 p.m., Eastern Time, on January 14, 2004. TheElection Form must be received by Jan Mcadams, Director, Global HR Integration,at Corporate Headquarters via (1) fax at (734) 207-6696, (2) mail service at47603 Halyard, Plymouth, MI 48170, or (3) hand delivery. THIS IS A ONE-TIMEOFFER, AND THE COMPANY WILL STRICTLY ENFORCE THE CUT-OFF TIME FOR THE OFFER OF 5P.M., EASTERN TIME, ON JANUARY 14, 2004.ADDITIONAL TERMS OF THE OFFERThe Offer is subject to the following additional terms and conditions: General o You must continue to be an employee of the Company or one of its subsidiaries (an "Eligible Employee") as of January ...