Form of Nonqualified Stock Option Agreement

Exhibit 10.5 1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK INCENTIVE PLAN FORM OF
NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (the " Agreement" ), is made effective as of INSERT DATEthe " Date of Grant" ) between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the " Company" ), and INSERT NAMEthe " Participant" ): WHEREAS, the Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the " Plan" ), which is incorporated herein by reference. Capitalized terms not 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 to the Participant under the Plan and the terms set forth herein. NOW THEREFORE, 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 herein, 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 PRICEper share, the closing price of AAM stock on the Date of Grant. This Option is intended to be a nonqualified stock option for purposes of Section 422 of the Internal Revenue Code of 1986. 2. Vesting . At any time, the portion of the Option that has become vested and exercisable as described in this Section 2 is referred to as the " Vested Portion."


(a) Vesting Schedule . (i) Subject to (a)(ii) and (b), the Option shall vest and become exercisable as with follows: 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 (A) the Participant' s death or Disability; (B) the Participant' s retirement under the Company' s Retirement Program for Salaried Employees, Restatement dated January 1, 2001 (the " Program" ) at or after age 65, after attaining age 55 but prior to age 65 with ten or more years of credited service under the Program, or with the advance written approval of the Company' s Chief Executive Officer; (C) termination of the Participant' s employment by the Company because of a reorganization of the Company in which the Participant' s position is eliminated; or (D) a Change in Control. (b) Termination of Employment Except as 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 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 before the earliest of: (i) the tenth anniversary of the Date of Grant;

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(ii) five years following the date of the Participant' s termination of employment as a result of (A) the Participant' s death or Disability; (B) the Participant' s retirement under the Program at or after age 65, or after attaining age 55 but prior to age 65 with ten or more years of credited service under the Program; (C) a reorganization of the Company in which the Participant' s position is eliminated; or (D) a Change in Control (each of the foregoing is referred to as a " Termination Date" ); except that if the Participant is a member of the Company' s Board of Directors on any Termination Date, ...