Form of 2008 Stock Option Award Agreement For Executive Officers of American Axle & Manufacturin

1999 AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

STOCK INCENTIVE PLAN

FORM OF STOCK OPTION AWARD AGREEMENT



THIS AGREEMENT (the " Agreement "), is made effective as of INSERT DATE (the " Date of Grant "), between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the " Company "), and INSERT NAME (the " Participant "):



RECITALS :



A. The Company has adopted the 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Plan (the " Plan ") The Plan is incorporated in and made a part of this Agreement. Capitalized terms that are not defined in this Agreement have the same meanings as in the Plan; and



B. The Compensation Committee of the Board of Directors determined that it is in the best interests of the Company and its stockholders to grant the Option provided for in this Agreement to the Participant, pursuant to the Plan and the terms of this Agreement.



The parties agree as follows:



1. Grant of the Option . The Company grants to the Participant the right and option (the " Option ") to purchase, on the terms and conditions of this Agreement, all or any part of an aggregate of INSERT NUMBER OF SHARES Shares, 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 PRICE per Share, the closing price of the Company's common stock on the Date of Grant. The Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Code.



2. Vesting of the Option . 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 . Subject to Section 2(b), the Option shall vest and become exercisable, on the first, second and third anniversaries of the Date of Grant (each, a " Vesting Date "), as follows:





Vesting Date Total Vested Shares *



First anniversary of the Date of Grant 33%

Second anniversary of the Date of Grant 67%

Third anniversary of the Date of Grant 100%



* Whole Shares only; fractional Shares, if any, are vested on the subsequent Vesting Date.



(b) Earlier Vesting and Forfeiture .



(i) To the extent not already vested, the Option shall vest and become immediately exercisable in full (by the Participant or the Participant's beneficiary, as applicable) upon the Participant's death or Disability, or upon a Change in Control.



(ii) Except as otherwise expressly stated in Section 2(b)(i), if the Participant's employment with the Company terminates for any reason, to the extent not already vested, the Option shall be forfeited and canceled without consideration, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a).





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3. Exercise of Options .



(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;



(ii) five years following the date of termination of the Participant's employment (A) as a result of the Participant's death or Disability; or (B) following a Change in Control;



(iii) five years following the date of termination of the Participant's employment (or, if the Participant is a member of the Company's Board on that date, five years following the date on which the Participant's service as a member of the Board terminates) upon the Participant's retirement under the Company's Retirement Program for Salaried ...