Form of 2002 Stock Option Agreement

Exhibit 10.1

2002 Form 1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN FORM OF
NON QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the " Agreement" ), is made effective as of INSERT DATE2002 (hereinafter called the " Date of Grant" ) between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (hereinafter called the " Company" ), and INSERT NAMEhereinafter called the " Participant" ): R E C I T A L S : WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing of Michigan, Inc. Stock Incentive Plan (the " Plan" ), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and WHEREAS, the Compensation Committee of the Board of Directors has determined that it would be in the best interests of the Company and its stockholders to grant the option provided for herein to the Participant pursuant to the Plan and the terms set forth herein. NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. Grant of the Option . The Company hereby grants to the Participant the right and option (the " Option" ) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of Insert # of Options GrantedShares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option (the " Option Price" ) shall be $Insert Priceper share, the closing price of AAM stock on the Date of Grant. This one time Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended. 2. Vesting . At any time, the portion of the Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the " Vested Portion."


2 (a) Vesting Schedule . (i) Subject to (a)(ii) and (b), the Option shall vest and become exercisable in accordance with following schedule: Exercisable Shares* Prior to the first anniversary of the Date of Grant 0% On or after the first anniversary of the Date of Grant 33% On or after the second anniversary of the Date of Grant 67% On or after the third anniversary of the Date of Grant 100% * whole shares only; fractional shares, if any, are added to the subsequent anniversary date. (ii) Notwithstanding the foregoing, the Options shall become immediately vested and exercisable (by the Participant or the Participant' s beneficiary as applicable) upon the Participant' s death, Disability, or retirement at or after age 65 under the Company' s Retirement Program for Salaried Employees, Restatement dated January 1, 2001 (the " Program" ), or Limited Early Retirement under Section 7.11 of the Program; or upon retirement under the Program upon expiration of any employment agreement between the Company and the Participant; or upon any other retirement under the Program with the advance written approval of the Company' s Chief Executive Officer; or termination of Participant' s employment by the Company because of a reorganization of the Company in which the Participant' s position is eliminated; or in the event of a Change in Control. (b) Termination of Employment Except as otherwise expressly stated in Section 2(a)(ii), if the Participant' s employment with the Company is terminated for any reason, the Option shall, to the extent not then vested, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). 3. Exercise of Option . (a) Period of Exercise . Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any time prior to the earliest to occur of: (i) the tenth anniversary of the Date of Grant;


3 (ii) one year following the date of the Participant' s termination of employment as a result of the Participant' s death, Disability, or retirement at or after age 65 under the Program, or Limited Early Retirement under Section 7.11 of the Program; or retirement under the Program upon expiration of any employment agreement between the Company and the Participant; or any other retirement under the Program with the advance written approval of the Company' s Chief Executive Officer; or termination of Participant' s employment by the Company because of a reorganization of the Company in which the Participant' s position is eliminated; or in the e ...