AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
SENIOR EXECUTIVE SPECIAL INCENTIVE PROGRAM
RETIREMENT INCENTIVE AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), is made effective as of March 15, 2010 (the "Date of Grant"),
between American Axle & Manufacturing Holdings, Inc., a Delaware corporation (the "Company"), and Patrick
S. Lancaster (the "Participant"):
A. The Company has adopted the Senior Executive Special Incentive Program to reward selected
executives for their contributions and to provide an incentive for the executives to contribute to the Company,
including through Retirement Incentive Awards ("Awards") ; and
B. The Compensation Committee of the Board of Directors of the Company (the "Committee")
determined that it is in the best interests of the Company and its stockholders to grant to the Participant the
Award provided for in this Agreement.
The parties agree as follows:
1. Grant of the Award . The Company grants to the Participant the Award in the total amount of
2. Payment of Award. The Participant will receive payment of the Award in cash and in a single
lump sum, on the date that is 30 days following the date of Retirement, provided that the Participant has been
continuously employed by the Company up to and including the Retirement date (except as provided in
Paragraph 3 below), provided that the Participant must execute and not revoke, in a form satisfactory to the
Company, a general release of claims against the Company and its directors, officers and affiliates ("Release"),
prior to any payment in accordance with this Paragraph 2. "Retirement" means the Participant’s voluntary
resignation at any time (i) after the Date of Grant and (ii) on or prior to December 31, 2010.
3. Termination of Employment. (a) If the Participant's employment is terminated prior to the
date of Retirement due to the Participant's Disability or death, the Participa