EXHIBIT 10.25
[HAYES LEMMERZ LOGO]
HAYES LEMMERZ INTERNATIONAL, INC.
LONG TERM INCENTIVE PLAN
[GRAPHIC]
HAYES LEMMERZ INTERNATIONAL, INC.
LONG TERM INCENTIVE PLAN
SECTION 1. PURPOSE OF PLAN.
The name of this plan is the Hayes Lemmerz International, Inc.
Long Term Incentive Plan (the "Plan"). The Plan was adopted by the Board on July
23, 2003. The purpose of the Plan is to enhance stockholder value by linking
long-term incentive compensation to the financial performance of the Company and
to further align employees' financial rewards with the financial rewards
realized by the Company and its shareholders. The Plan is also a vehicle to
attract and retain key personnel. To accomplish the foregoing, the Plan provides
that the Company may grant Incentive Stock Options, Nonqualified Stock Options,
Restricted Stock and Restricted Stock Units.
SECTION 2. DEFINITIONS.
For purposes of the Plan, the following terms shall be defined
as set forth below:
(a) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under Section 12 of the Exchange Act.
(b) "Award" means an award of Incentive Stock Options,
Nonqualified Stock Options, Restricted Stock or Restricted Stock Units under the
Plan.
(c) "Award Agreement" means, with respect to each Award, the
written agreement between the Company and a Participant setting forth the terms
and conditions of an Award.
(d) "Beneficial Owner" shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
(e) "Board" means the board of directors of the Company.
(f) "Cause" means, unless otherwise provided in an Award
Agreement or an employment agreement between the Participant and the Company or
a Subsidiary, (1) the failure by a Participant to substantially perform his or
her duties and obligations to the Company; (2) fraud or material dishonesty
against the Company; or (3) the commission of any act constituting, the
indictment or conviction of, or plea of guilty or nolo contendere for, a felony
or a crime involving material dishonesty. Unless otherwise provided in an Award
Agreement or employment agreement, determinations of the existence of Cause
shall be made by the Committee in its sole discretion.
(g) "Change in Capitalization" means any increase, reduction,
or change or exchange of Shares for a different number or kind of shares or
other securities or property (including cash) by reason of a reclassification,
recapitalization, merger, consolidation, reorganization, issuance of warrants or
rights, stock dividend, stock split or reverse stock split, combination or
exchange of shares, repurchase of shares, change in corporate structure or
otherwise; or any other corporate action, such as declaration of a special
dividend, that in the determination of the Committee affects the capitalization
of the Company.
(h) "Change of Control" means the first to occur of any one of
the events set forth in the following paragraphs:
(1) if any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act or any successor
provisions to either of the foregoing), including any group acting for
the purpose of acquiring, holding, voting or disposing of securities
within the meaning of Rule 13d-5(b)(1) under the Exchange Act becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act, except that a person will be deemed to have "beneficial ownership"
of all shares that any such person has the right to acquire, whether
such right is exercisable immediately or only after the passage of
time), directly or indirectly, of 50% or more of the total voting power
of the voting stock of the Company, HLI Parent or HLI (for purposes of
this clause (1), such person or group shall be deemed to beneficially
own any Voting Stock of a corporation held by any other corporation
(the "parent corporation") so long as such person or group beneficially
owns, directly or indirectly, in the aggregate at least a majority of
the total voting power of the Voting Stock of such parent corporation);
provided, however, that if a person or group inadvertently acquires 50%
of the total voting power of the voting stock of the Company, HLI
Parent or HLI and such person or group disposes of sufficient stock
within thirty days of such event so that it no longer owns 50% of such
stock, no event shall be deemed to occur for purposes of this clause
(1); or
(2) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the
Property of the Company, HLI Parent, HLI and their subsidiaries,
considered as a whole (other than a disposition of such Property as an
entirety or virtually as an entirety to a Wholly Owned Subsidiary),
shall have occurred, or the Company, HLI Parent or HLI merges,
consolidates or amalgamates with or into any other Person or any other
Person merges, consolidates or amalgamates with or into the Company,
HLI Parent or HLI in any such event pursuant to a transaction in which
the outstanding Voting Stock of the Company, HLI Parent or HLI is
reclassified into or exchanged for cash, securities or other Property,
other than any such transaction where:
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(a) the outstanding Voting Stock of the Company, HLI
Parent or HLI is reclassified into or exchanged for other
Voting Stock of the Company, HLI Parent or HLI or for Voting
Stock of the surviving Person, and
(b) the holders of the Voting Stock of the Company,
HLI Parent or HLI immediately prior to such transaction own,
directly or indirectly, not less than a majority of the Voting
Stock of the Company, HLI Parent or HLI or the surviving
Person immediately after such transaction and in substantially
the same proportion as before the transaction; or
(3) during any period of two consecutive years, individuals
who at the beginning of such period constituted the board of directors
of, as relevant, the Company, HLI Parent or HLI (together with any new
directors whose election or appointment by such board or whose
nomination for election by the shareholders of, as relevant, the
Company, HLI Parent or HLI, was approved by a vote of not less than a
majority of the directors then still in office who were either
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute at least a majority of the relevant board of
directors then in office; or
(4) the shareholders of the Company, HLI Parent or HLI shall
have approved any plan of liquidation or dissolution of the Company,
HLI Parent or HLI, as applicable.
(i) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.
(j) "Committee" means the Compensation Committee of the Board,
or such other committee established or designated by the Board to administer the
Plan. Unless otherwise determined by the Board, the composition of the Committee
shall at all times consist solely of persons who are (i) "Nonemployee Directors"
as defined in Rule 16b-3 issued under the Exchange Act, and (ii) "outside
directors" as defined in section 162(m) of the Code and shall further comply
with any applicable regulations set forth in the listing standards of the NASDAQ
Stock Market (or such other exchange or automated quotation system on which the
Common Stock is then listed for trading).
(k) "Common Stock" means the common stock, par value $0.01 per
share, of the Company.
(l) "Company" means Hayes Lemmerz International, Inc., a
Delaware corporation.
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(m) "Disability" means (1) any physical or mental condition
that would qualify a Participant for a disability benefit under any long-term
disability plan maintained by the Company; (2) when used in connection with the
exercise of an Incentive Stock Option following termination of employment,
disability within the meaning of section 22(e)(3) of the Code; or (3) such other
condition as may be determined in the sole discretion of the Committee to
constitute Disability.
(n) "Dividend Equivalent" means a right granted under Section
8(g) to receive cash, Shares, or other property equal in value to dividends paid
with respect to an Award of Restricted Stock Units.
(o) "Eligible Recipient" means an officer, director or key
employee of the Company or of any Subsidiary.
(p) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time.
(q) "Exercise Price" means the per Share price at which a
holder of an Option may purchase the Shares issuable upon exercise of the
Option.
(r) "Fair Market Value" as of a particular date shall mean the
fair market value of a Share as determined by the Committee in its sole
discretion; provided that, unless otherwise determined by the Committee, (i) if
the Shares are admitted to trading on a national securities exchange, Fair
Market Value of a Share on any date shall be the average of the highest and
lowest trading prices reported for such Share on such exchange on the last date
preceding such date on which a sale was reported, (ii) if the Shares are
admitted to quotation on the National Association of Securities Dealers
Automated Quotation ("Nasdaq") System or other comparable quotation system and
has been designated as a National Market System ("NMS") security, Fair Market
Value of a Share on any date shall be the average of the highest and lowest
trading prices reported for such Share on such system on the last date preceding
such date on which a sale was reported, or (iii) if the Shares are admitted to
quotation on the Nasdaq System but have not been designated as an NMS security,
Fair Market Value of a Share on any date shall be the average of the highest bid
and lowest asked prices of such Share on such system on the last date preceding
such date on which both bid and ask prices were reported.
(s) "HLI" shall mean HLI Operating Company, Inc.
(t) "HLI Parent" shall mean HLI Parent Company, Inc.
(u) "Incentive Stock Option" shall mean an Option that is an
"incentive stock option" within the meaning of section 422 of the Code, or any
successor provision, and that is designated by the Committee as an Incentive
Stock Option.
(v) "Nonqualified Stock Option" means any Option that is not
an Incentive Stock Option, including any Option that provides (as of the time
such Option is granted) that it will not be treated as an Incentive Stock
Option.
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(w) "Option" means an Incentive Stock Option, a Nonqualified
Stock Option, or either or both of them, as the context requires, to acquire
Shares granted pursuant to the Plan.
(x) "Parent" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if each of the
corporations in the chain (other than the Company) owns stock possessing 50% or
more of the combined voting power of all classes of stock in one of the other
corporations in the chain.
(y) "Participant" means any Eligible Recipient selected by the
Committee, pursuant to the Committee's authority in Section 3 hereof, to receive
Awards. A Participant who receives the grant of an Option is sometimes referred
to herein as an "Optionee."
(z) "Person" shall have the meaning given in Section 3(a)(9)
of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof,
except that such term shall not include (i) the Company or any of its
subsidiaries, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities and (iv) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.
(aa) "Plan" means this Hayes Lemmerz International, Inc. Long
Term Incentive Plan.
(bb) "Property" shall mean, with respect to any Person, any
interest of such Person in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, including capital stock in, and other
securities of, any other Person.
(cc) "Restricted Stock" means shares of Common Stock granted
pursuant to the terms of Section 8 of the Plan and which are subject to
forfeiture and the restrictions as set forth in Section 8(d).
(dd) "Restricted Stock Units" means the right to receive in
cash or Shares (as the Committee determines) the Fair Market Value of a Share of
Company Stock granted pursuant to Section 8 hereof.
(ee) "Securities Act" means the Securities Act of 1933, as
amended from time to time.
(ff) "Shares" means shares of Common Stock and any successor
security.
(gg) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations (other than the last corporation) in the unbroken chain
owns stock
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possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
(hh) "Ten Percent Owner" means an Eligible Recipient who owns
stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or its Parent or Subsidiary corporations.
(ii) "Voting Stock" shall mean all classes of capital stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.
(jj) "Wholly Owned Subsidiary" shall mean, at any time, a
Subsidiary all the Voting Stock of which (except directors' qualifying shares
and other de minimis amounts of shares required to be issued to third parties
pursuant to local law requirements, including the 100,000 shares of series A
cumulative redeemable exchangeable preferred stock of HLI issued pursuant to the
Plan of Reorganization of Hayes Lemmerz International, Inc. and outstanding on
the date hereof) is at such time owned, directly or indirectly, by the Company
and its other wholly owned subsidiaries.
SECTION 3. ADMINISTRATION.
(a) The Plan shall be administered by the Committee, which
shall serve at the pleasure of the Board. Pursuant to the terms of the Plan, the
Committee shall have the power and authority, without limitation:
(i) to select those Eligible Recipients who shall be
Participants;
(ii) to determine whether and to what extent Options or
Awards of Restricted Stock or Restricted Stock
Units are to be granted hereunder to Participants;
(iii) to determine the number of Shares to be covered by
each Award granted hereunder;
(iv) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of each
Award granted hereunder;
(v) to determine the terms and conditions, not
inconsistent with the terms of the Plan, which
shall govern all written instruments evidencing
Options or Awards of Restricted Stock or
Restricted Stock Units granted hereunder;
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(vi) to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan
as it shall from time to time deem advisable;
(vii) to provide a mechanism by which Participants may
defer compensation related to Restricted Stock
Units granted hereunder and to select those
Participants who shall be eligible to make such
deferrals; and
(viii) to interpret the terms and provisions of the Plan
and any Award issued under the Plan (and any Award
Agreement relating thereto) in its sole discretion
and to otherwise supervise the administration of
the Plan.
(b) The Committee may, in its sole discretion, without
amendment to the Plan, (i) accelerate the date on which any Option granted under
the Plan becomes exercisable or vested, waive or amend the operation of Plan
provisions respecting exercise after termination of employment or otherwise
adjust any of the terms of such Option, and (ii) accelerate the lapse of
restrictions, or waive any condition imposed hereunder, with respect to any
share of Restricted Stock or Restricted Stock Unit or otherwise adjust any of
the terms applicable to any such Award; provided that no action under this
Section 3(b) shall adversely affect any outstanding Award without the consent of
the holder thereof.
(c) All decisions made by the Committee pursuant to the
provisions of the Plan shall be final, conclusive and binding on all persons,
including the Company and the Participants. No member of the Board or the
Committee, nor any officer or employee of the Company acting on behalf of the
Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation. The Plan and grants of Awards made
pursuant to the Plan are intended, to the extent applicable, to satisfy the
requirements of section 162(m) of the Code and grants of Awards under the Plan
are intended, to the extent applicable, to be exempt under Rule 16b-3 under the
Exchange Act and the Plan shall be interpreted in a manner consistent with the
requirements thereof.
SECTION 4. SHARES RESERVED FOR ISSUANCE UNDER THE PLAN.
(a) The total number of Shares reserved and available for
issuance under the Plan shall be 3,734,554 Shares. Such Shares may consist, in
whole or in part, of authorized and unissued Shares or treasury Shares.
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(b) To the extent that (i) an Option expires or is otherwise
cancelled or terminated without being exercised, (ii) any Shares subject to any
award of Restricted Stock or Restricted Stock Units are forfeited, or (iii) any
Shares are used to pay all or a portion of the Exercise Price of an Option or to
satisfy any tax withholding obligations with respect to an Award, such Shares
shall again be available for issuance in connection with future Awards granted
under the Plan.
(c) The aggregate number of Shares with respect to which
Awards may be granted to any individual Participant during any fiscal year shall
not exceed one million (1,000,000) Shares.
SECTION 5. EQUITABLE ADJUSTMENTS; CHANGE IN CONTROL
(a) In the event of any Change in Capitalization, an equitable
substitution or adjustment shall be made in (i) the aggregate number and/or kind
of Shares or other securities reserved for issuance under the Plan, (ii) the
kind, number and/or Exercise Price of Shares, securities or other property
subject to outstanding Options granted under the Plan, and (iii) the kind,
number and/or purchase price of Shares or other property subject to outstanding
awards of Restricted Stock or Restricted Stock Units granted under the Plan, in
each case as may be determined by the Committee, in its sole discretion. Such
other equitable substitutions or adjustments shall be made to Awards as may be
determined by the Committee to be necessary or appropriate, in its sole
discretion.
(b) Unless otherwise determined by the Committee and set forth
in the applicable Award Agreement, in the event of a Change of Control, each
then-outstanding Award shall become fully vested and, if applicable, exercisable
as of the date of the Change of Control.
SECTION 6. ELIGIBILITY.
The Participants under the Plan shall be selected from time to
time by the Committee, in its sole discretion, from among Eligible Recipients.
The Committee shall have the authority to grant to any Eligible Recipient Awards
of Incentive Stock Options, Nonqualified Stock Options, Restricted Stock,
Restricted Stock Units or a combination of the foregoing.
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SECTION 7. OPTIONS.
(a) General. Any Option granted under the Plan shall be
evidenced by an Award Agreement in such form as the Committee may from time to
time approve. The provisions of Options need not be the same with respect to
each Participant or grant of Options. Each Award Agreement shall set forth the
Exercise Price of the Option, the term of the Option and any applicable
provisions regarding exercisability and vesting of the Option granted
thereunder. The Options granted under the Plan may be either Incentive Stock
Options or Nonqualified Stock Options or a combination of the two. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall
constitute a separate Nonqualified Stock Option. More than one Option may be
granted to the same Participant and be outstanding concurrently hereunder.
Options granted under the Plan shall be subject to the terms and conditions set
forth in paragraphs (b)-(i) of this Section 7 and the Award Agreement may
contain such additional terms and conditions, not inconsistent with the terms of
the Plan, as the Committee shall determine.
(b) Exercise Price. The Exercise Price of Shares purchasable
under an Option shall be determined by the Committee in its sole discretion at
the time of grant and shall not be less than 100% of the Fair Market Value per
Share on such date (110% of the Fair Market Value per Share on the date of grant
if, on such date, the Eligible Recipient is a Ten Percent Owner and the Option
is an Incentive Stock Option).
(c) Option Term. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable more than ten years after the date
such Option is granted. If the Eligible Recipient is a Ten Percent Owner, an
Incentive Stock Option may not be exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.
(d) Exercisability. Options shall be exercisable at such time
or times and subject to such terms and conditions, including the attainment of
preestablished corporate performance goals, as shall be determined by the
Committee and set forth in the Award Agreement. The Committee may also provide
that Options shall become exercisable in installments, and the Committee may
waive any such vesting provisions at any time, in whole or in part in its sole
discretion. The Committee may provide at the time of grant or anytime
thereafter, in its sole discretion, that any Option shall be exercisable with
respect to Shares that are not vested, subject to such other terms and
conditions as the Committee determines, including the requirement that the
Optionee execute a Restricted Stock Award Agreement.
(e) Method of Exercise. Options may be exercised in whole or
in part by giving written notice of exercise to the Company specifying the
number of Shares to be purchased, accompanied by payment in full of the
aggregate Exercise Price of the Shares so purchased in cash or its equivalent,
and any taxes due thereon in accordance with Section 10 hereof, as determined by
the Committee. If approved by the Committee, in its sole discretion, payment in
whole or in part may also be made (i) by means of any cashless exercise
procedure approved by the Committee, (ii) in the form of unrestricted Shares,
which the Committee may require to have been owned by the Optionee for more than
six months (valued at their Fair Market Value of the time of exercise), (iii)
any other form of consideration approved by the Committee and permitted by
applicable law or (iv) any combination of the foregoing.
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(f) Rights as Stockholder. An Optionee shall have no right to
receive Shares or rights to dividends or any other rights of a stockholder with
respect to the Shares subject to the Option until the Optionee has given written
notice of exercise, has paid in full for such Shares, and has satisfied the
requirements of Section 10 hereof.
(g) Nontransferability of Options. Except as permitted by the
Committee, the Optionee shall not be permitted to sell, transfer, pledge or
assign any Option other than by will and the laws of descent and distribution
(including by instrument to an inter vivos or testamentary trust in which the
Options are to be passed to beneficiaries upon the death of the Participant) and
all Options shall be exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative, in each case.
(h) Termination of Employment or Service. Unless otherwise
provided in an Award Agreement or an employment agreement between the
Participant and the Company or a Subsidiary, if an Optionee's employment with or
service to the Company or with or to any Parent or Subsidiary terminates for any
reason other than Cause, (i) Options granted to such Participant, to the extent
that they are exercisable at the time of such termination, shall remain
exercisable for ninety days (six months in the case of termination by reason of
death or Disability), or until such later date as is otherwise determined by the
Committee thereafter, and (ii) Options granted to such Optionee, to the extent
that they were not exercisable at the time of such termination, shall expire on
the date of such termination. The 90-day period described in the preceding
sentence (i) shall be extended to six months from the date of such termination
in the event of the Optionee's death during such 90-day period. Notwithstanding
the foregoing, no Option shall be exercisable after the expiration of its term.
Unless provided in an Award Agreement or in the Committee's discretion any time
thereafter, in the event of the termination of an Optionee's employment or
service for Cause, all outstanding Options granted to such Participant shall
expire immediately upon such termination.
(i) Limitation on Incentive Stock Options. To the extent that
the aggregate Fair Market Value of Shares with respect to which Incentive Stock
Options are exercisable for the first time by an Optionee during any calendar
year under the Plan and any other stock option plan of the Company shall exceed
$100,000, such Options shall be treated as Nonqualified Stock Options. Such Fair
Market Value shall be determined as of the date on which each such Incentive
Stock Option is granted.
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SECTION 8. RESTRICTED STOCK AND RESTRICTED STOCK UNITS.
(a) General. Awards of Restricted Stock and Restricted Stock
Units shall be evidenced by an Award Agreement. The Committee shall determine
the Eligible Recipients to whom, and the time or times at which, Awards of
Restricted Stock and Restricted Stock Units shall be made; the number of Shares
and/or Units to be awarded; the price, if any, to be paid by the Participant for
the acquisition of Restricted Stock; and the Restricted Period (as defined in
Section 8(d)) applicable to awards of Restricted Stock and Restricted Stock
Units. The provisions of the awards of Restricted Stock or Restricted Stock
Units need not be the same with respect to each Participant or grant of
Restricted Stock or Restricted Stock Units.
(b) Purchase Price. The price per Share, if any, that a
Participant must pay for Shares purchasable under an award of Restricted Stock
shall be determined by the Committee in its sole discretion at the time of
grant.
(c) Awards and Certificates. The prospective recipient of an
Award of Restricted Stock shall not have any rights with respect to any such
Award, unless and until such recipient has executed an Award Agreement
evidencing the Award and delivered a fully executed copy thereof to the Company,
within such period as the Committee may specify after the award date. Each
Participant who is granted an Award of Restricted Stock shall be issued a stock
certificate in respect of such shares of Restricted Stock, which certificate
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to any
such Award; provided that the Company may require that the stock certificates
evidencing Restricted Stock granted hereunder be held in the custody of the
Company until the restrictions thereon shall have lapsed, and that, as a
condition of any Award of Restricted Stock, the Participant shall have delivered
a stock power, endorsed in blank, relating to the Shares covered by such Award.
(d) Nontransferability. The Awards of Restricted Stock and
Restricted Stock Units granted pursuant to this Section 8 shall be subject to
the restrictions on transferability set forth in this paragraph (d). During such
period as may be set by the Committee and set forth in the Award Agreement (the
"Restricted Period"), the Participant shall not be permitted to sell, transfer,
pledge, hypothecate or assign shares of Restricted Stock or Restricted Stock
Units awarded under the Plan except by will or the laws of descent and
distribution; provided that the Committee may, in its sole discretion, provide
for the lapse of such restrictions in installments and may accelerate or waive
such restrictions in whole or in part based on such factors and such
circumstances as the Committee may determine in its sole discretion. The
Committee may also impose such other restrictions and conditions, including the
achievement of preestablished corporate performance goals, on awarded Restricted
Stock and Restricted Stock Units as it deems appropriate. Any attempt to dispose
of any Restricted Shares in contravention of any such restrictions shall be null
and void and without effect.
(e) Rights as a Stockholder. Except as provided in Section
8(c) or 8(g) or as otherwise provided in an Award Agreement, the Participant
shall possess all incidents of ownership with respect to Shares of Restricted
Stock during the Restricted Period. Certificates for unrestricted Shares shall
be delivered to the Participant promptly after, and only after, the Restricted
Period shall expire without forfeiture in respect of such Awards of Restricted
Stock except as the Committee, in
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its sole discretion, shall otherwise determine. A Participant who is awarded
Restricted Stock Units shall possess no incidents of ownership with respect to
the Units.
(f) Termination of Employment. The rights of Participants
granted Awards of Restricted Stock or Restricted Stock Units upon termination of
employment or service as a director of the Company or of any Parent or of any
Subsidiary for any reason during the Restricted Period shall be set forth in the
Award Agreement governing such Awards.
(g) Dividend Equivalents. The Committee may grant Dividend
Equivalents to Participants in respect of Awards of Restricted Stock Units. The
Committee may provide, at the date of grant or thereafter, that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Shares, or other investment vehicles as the
Committee may specify; provided that, unless otherwise determined by the
Committee, Dividend Equivalents shall be subject to all conditions and
restrictions of the underlying Restricted Stock Units to which they relate.
SECTION 9. AMENDMENT AND TERMINATION.
The Board may amend, alter or discontinue the Plan, but,
subject to Section 5, no amendment, alteration, or discontinuation shall be made
that would materially impair the rights of a Participant under any Award
theretofore granted without such Participant's consent. Unless the Board
determines otherwise, the Board shall obtain approval of the Company's
stockholders for any amendment that would require such approval in order to
satisfy the requirements of section 162(m) or 422 of the Code, stock exchange
rules or other applicable law. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but, subject to Section 5,
no such amendment shall impair the rights of any Participant without his or her
consent.
SECTION 10. WITHHOLDING TAXES.
Whenever Shares are deliverable pursuant to an Award, the
Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any federal, state, local and other
withholding tax requirements related thereto. With the prior approval of the
Committee, a Participant may satisfy the foregoing requirement by electing to
have the Company withhold from delivery Shares or by delivering already owned
unrestricted Shares, in each case, having a value equal to the minimum amount of
tax required to be withheld. Such Shares shall be valued at their Fair Market
Value on the date upon which the Shares are received by the Company.
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SECTION 11. GENERAL PROVISIONS.
(a) Shares shall not be issued pursuant to the exercise of any
Award granted hereunder unless the exercise of such Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act and the requirements of any stock exchange upon which
the Common Stock may then be listed.
(b) All certificates for Shares delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Common
Stock may then be listed, and any applicable federal or state securities law.
The Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.
(c) Neither the adoption of the Plan nor the granting of any
Award shall confer upon any Eligible Recipient any right to continued employment
or service with the Company or any Parent or Subsidiary, as the case may be, nor
shall it interfere in any way with the right of the Company or any Parent or
Subsidiary to terminate the employment or service of any of its Eligible
Recipients at any time. The granting of one Award to an Eligible Recipient shall
not entitle the Eligible Recipient to any additional grants of Awards
thereafter.
(d) No fractional Shares shall be issued or delivered pursuant
to the Plan.
(e) The provisions of the Plan and applicable Award Agreement
shall be binding upon, and inure to the benefit of, the successors and assigns
of the Company and upon persons who acquire the right to exercise the Option
granted pursuant to the Award Agreement by will or through the laws of descent
and distribution.
(f) In the event any one or more of the provisions of the Plan
or any Award Agreement shall be held invalid, illegal or unenforceable in any
respect in any jurisdiction, such provision or provisions shall be automatically
deemed amended, but only to the extent necessary to render such provision or
provisions valid, legal and enforceable in such jurisdiction, and the validity,
legality and enforceability of the remaining provisions of this Agreement shall
not in any way be affected or impaired thereby.
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SECTION 12. EFFECTIVE DATE OF PLAN.
(a) The Plan has been approved by the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") in connection with
the confirmation of the Modified First Amended Joint Plan of Reorganization of
Hayes Lemmerz International, Inc. and Its Affiliated Debtors and Debtors in
Possession, filed with the Bankruptcy Court on April 9, 2003 and in accordance
with Section 303 of the Delaware General Corporation Law, such approval
constitutes stockholder approval thereof. The Plan shall be effective as of the
date of the Board approval.
SECTION 13. TERM OF PLAN.
No Award shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date, but Awards granted prior to such date
shall remain in effect beyond that date in accordance with their terms.
SECTION 14. GOVERNING LAW.
The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware, without
giving effect to the conflict of laws principles thereof.
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[HAYES LEMMERZ LOGO]
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, MI 48167
Updated 7/23/2003
360878-Wilmington Server 1A - MSW