SUPERIOR INDUSTRIES INTERNATIONAL, INC. EXECUTIVE EMPLOYMENT AGREEMENT JANUARY 1, 2005

EXHIBIT 10.1

SUPERIOR INDUSTRIES INTERNATIONAL, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
JANUARY 1, 2005

     This Executive Employment Agreement (“Agreement”), dated January 1, 2005 is between Superior Industries International, Inc. (“Company”) and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“Employee”).

RECITALS

     Company is formed to engage primarily in the automobile parts manufacturing business. Employee has experience in this business and possesses valuable skills and experience that will be used in advancing Company’s interests. Employee is willing to be engaged by Company and Company is willing to engage Employee in the capacity of President and Chief Executive Officer of Company (“President and CEO”), upon the terms and conditions set forth in this Agreement. Capitalized terms used herein without definition shall have the meanings ascribed to them in this agreement.

AGREEMENT

     Employee and Company, intending to be legally bound, agree as follows:

1.1.1. Company shall engage Employee as its President and CEO, reporting to the Board of Directors. As of the Commencement Date, Employee shall perform the duties customarily performed by one holding such position in a similar business as that engaged in by Company, as determined by the Board in its sole and absolute discretion, and shall serve as a member of the Board so long as he is employed as President and CEO of Company. Employee’s duties may change from time to time on reasonable notice, based on the needs of Company and Employee’s skills as determined by Company. (The duties to be performed by Employee to Company and its affiliates shall hereinafter be referred to as the “Services”).

1.1.2. Employee shall devote his entire working time, attention, and energies to the business of Company, and shall not, during the Term (as defined below), be engaged in any other business activity whether or not such business activity is pursued for gain, profit or other pecuniary advantage, without the prior written consent of the Board. The foregoing is not intended to restrict Employee’s ability to enter into passive investments that do not compete in any way with Company’s business.

1

2.3.1. Base Compensation. During the Term, Company agrees to pay Employee an annual base salary of $750,000.00, less applicable withholdings, payable in equal installments no less frequently than semi-monthly. In no event shall Employee’s base compensation be less than $750,000.00 per year. Commencing on the first anniversary of the Effective Date and on each anniversary thereafter, the Board may, at its sole discretion, adjust the base compensation to take into account Employee’s performance and the performance of Company in general; however, the Board shall have no obligation to do so.

2.3.2. Variable Compensation. Employee shall be eligible for variable compensation, subject to applicable withholdings and subject to approval by the Board and the Company’s Compensation Committee, and shall be set forth in a separate agreement.

2.3.3. Equity Compensation. Employee shall be eligible for equity compensation in the form of non–qualified stock options subject to the terms of the Superior Industries International, Inc., 2003 Equity Incentive Plan. For each year of this Agreement commencing March 1, 2006, Employee shall receive an annual stock option grant at fair market value (as defined in the 2003 Equity Incentive Plan) of 120,000 shares per year. Shares will vest according to the terms of the 2003 Equity Incentive Plan. Stock option grants will be subject to the Employee’s continued employment in the capacity of President and CEO at the Company.

2

3.1.1 Death. This Agreement shall terminate upon Employee’s death, effective as of the date of Employee’s death.

3.1.2 Disability. Company may, at its sole discretion, either suspend compensation payments due under Section 3.1 or terminate this Agreement due to Employee’s Disability. For purposes of this Agreement, “Disability” shall mean circumstances in which Employee is incapable of performing the Services, after Company has made or attempted to provide reasonable accommodations to Employee as required by applicable law, because of accident, injury, or physical or mental illness for sixty (60) consecutive days, or is unable or shall have failed to perform the Services for a total period of ninety (90) days, regardless of whether such days are consecutive. If Company suspends compensation payments because of Employee’s Disability; Company shall resume compensation payments when Employee resumes performance of the Services. If Company elects to terminate this Agreement due to Employee’s Disability; it will give Employee not more than thirty (30) days advance written notice.

3.1.3 Discontinuance of Business. If Company discontinues operating its business in any substantial respect, then this Agreement shall terminate as of the last day of the month on which Company ceases such operations with the same effect as if that last date were originally established as the termination date of this Agreement.

3.1.4 For Cause. Company may terminate this Agreement without advance notice for Cause, as determined at the sole discretion of the Board. For the purpose of this Agreement, “Cause” shall mean, as determined by Company in its sole discretion: any failure to comply in any material respect with this Agreement or any agreement incorporated herein; personal or professional misconduct by Employee (including, but not limited to, criminal activity or gross or willful neglect of duty); breach of Employee’s fiduciary duty to Company and/or any subsidiaries, affiliates or successors of Company; conduct that threatens public health or safety, threatens Company’s ability to manufacture automobile parts, or threatens to do immediate or substantial harm to Company’s business or reputation; or any other misconduct, deficiency, failure of performance, breach or default. To the extent that a breach pursuant to this Section 3.1.4 is, in Company’s sole discretion, reasonably capable of being cured by Employee without harm to Company or its reputation, Company shall, instead of immediately terminating Employee pursuant to this Agreement, provide Employee with notice of such breach, specifying the actions required to cure such breach, and Employee shall have thirty (30) days to cure such breach by performing the actions so specified. If Employee fails to cure such breach to the Company’s satisfaction within the thirty (30) day period, Company may terminate this Agreement without further notice. Company’s exercise of its right to terminate under this Section shall be without prejudice to any other remedy to which Company may be entitled at law, in equity, or under this Agreement.

3.1.5 Without Cause. This Agreement may be terminated without Cause at any time by the Company upon thirty (30) days advanced written notice to Employee.

3.1.6 Voluntary Termination. This Agreement may be terminated for any reason at any time by Employee upon thirty (30) days advanced written notice to the Company.

3.1.7 Change in Control. For purposes of this Plan, a “Change in Control” of the Company shall be deemed to have occurred if:

3.1.7.1.1 Any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities.

3.1.7.1.2 The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a re-capitalization of the Company (or similar transaction) in which no “person” (as hereinabove described) acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or

3.1.7.1.3 The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

3

3.1.8 Activation Event. For purpose of this Plan, the term “Activation Event” shall mean an involuntary termination of employment with the Company within one (1) year after a Change in Control. “Involuntary termination” shall mean:

3.1.8.1.1 without the Employee’s express written consent the significant reduction of the Employee’s duties, authority or responsibilities, relative to the Employee’s duties, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, authority, or responsibilities;

3.1.8.1.2 without the Employees’ express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction;

3.1.8.1.3 a reduction by the Company in the base salary and/or incentive compensation opportunity of the employee as in effect immediately prior to such reduction;

3.1.8.1.4 a material reduction by the Company in the kind or level of employee benefits, to which the Employee was entitled immediately prior to such reduction with the result that the employee’s overall benefits package is significantly reduced;

3.1.8.1.5 the relocation of the Employee to a facility or a location more than 50 miles from the employee’s then present location, without the Employee’s express written consent;

3.1.8.1.6 any purported termination of the employee by the Company that is not effected for disability or for just cause, or any purported termination for which the grounds relied upon are not valid;

3.1.8.1.7 the failure of the Company to obtain the assumption of this Plan by any successors contemplated by the Change-in-Control agreement or transaction; or

3.1.8.1.8 any act or set of facts or circumstances, that would, violate California case law.

3.2.1 Expiration of Term. Upon termination of this Agreement by expiration of the Term set forth in Section 2 above, Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee (a) any accrued and unpaid base compensation and variable compensation (less applicable withholdings) and (b) reimbursement of any unpaid reimbursable expenses, owed to Employee prior to the expiration of the Term.

3.2.2 Death or Disability. Upon termination of this Agreement because of death or Disability of Employee pursuant to Sections 3.1.1 or 3.1.2 above, Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee’s estate or designated beneficiary (a) any accrued and unpaid base compensation and variable compensation pro rated to the date of termination (less applicable withholdings) and (b) reimbursement of any unpaid reimbursable expenses, owed to Employee prior to the date of Employee’s death or termination due to Disability.

3.2.3 Discontinuance Of Business. Upon termination of this Agreement because of discontinuation of Company’s business pursuant to Section 3.1.3, Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee (a) any unpaid base compensation (less applicable withholdings) and (b) reimbursement of any unpaid reimbursable expenses, owed to Employee prior to the date of termination of this Agreement.

3.2.4 Termination With Cause. Upon termination of Employee’s employment for Cause pursuant to Section 3.1.4, Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee (a) any unpaid base compensation (less applicable withholdings) and (b) reimbursement of any unpaid reimbursable expenses, owed to Employee by Company prior to the date of the termination.

3.2.5 Termination Without Cause. Upon termination of Employee’s employment by Company without “Cause,” Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee:

3.2.5.1.1 Any accrued and unpaid base compensation (less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Employee through the termination date; and

4

3.2.5.1.2 Severance compensation totaling one (1) year base compensation in the form of (i) monthly payments to Employee in the amount of Employee’s monthly base salary as in effect on the date of termination, payable in accordance with customary payroll practices, for twelve (12) months following such termination; provided, however, that such severance payments shall be reduced by 50% of any earnings of Employee subsequent to the termination that gives rise to the severance payments. Payment of severance compensation shall be conditioned upon Employee executing a Release Agreement, which shall include among other things the language set forth in Exhibit A and upon Employee’s compliance with his obligations under Article 6; provided, however, that Company may in its sole discretion revise the language in Exhibit A at any time prior to the execution of the Release Agreement. Severance compensation pursuant to this Section 3.2.5 shall be in lieu of any other severance benefit or other right or remedy to which Employee would otherwise be entitled under Company’s policies in effect on the date of execution of this Agreement or thereafter. Employee acknowledges and agrees that in the event Employee breaches any provision of Article 6 or the Release Agreement, his right to receive severance payments under this Section 4.2.5 shall automatically terminate and Employee shall repay all severance payments received.

3.2.5.1.3 For purposes of clarification, Company’s or Employee’s election not to renew the employment Term shall not constitute a termination without “Cause” covered by this Section 3.2.5, but shall constitute a termination due to expiration of Term and subject to and covered by Section 3.2.1.

3.2.6 Voluntary Termination. Upon Employee’s voluntary termination of his employment, Company shall have no further obligation to Employee under this Agreement or otherwise, except to pay to Employee (a) any unpaid base compensation (less applicable withholdings) and (b) reimbursement of any unpaid reimbursable expenses owed to Employee by Company prior to the date of termination.

3.2.7 Termination Due to Change in Control
Upon termination of Employee’s employment by Company due to Change In control,” Company shall have no further obligation to Employee under this Agreement or otherwise except to pay to Employee:

3.2.7.1.1 Any accrued and unpaid base compensation (less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Employee through the termination date; and

3.2.7.1.2 Severance compensation totaling three (3) years base compensation in the form of (i) monthly payments to Employee in the amount of Employee’s monthly base salary as in effect on the date of termination, payable in accordance with customary payroll practices, for thirty six (36) months following such termination; provided, however, that such severance payments shall be reduced by 50% of any earnings of Employee subsequent to the termination that gives rise to the severance payments. Payment of severance compensation shall be conditioned upon Employee executing a Release Agreement, which shall include among other things the language set forth in Exhibit A and upon Employee’s compliance with his obligations under Article 5; provided, however, that Company may in its sole discretion revise the language in Exhibit A at any time prior to the execution of the Release Agreement. Severance compensation pursuant to this Section 3.2.7 shall be in lieu of any other severance benefit or other right or remedy to which Employee would otherwise be entitled under Company’s policies in effect on the date of execution of this Agreement or thereafter. Employee acknowledges and agrees that in the event Employee breaches any provision of Article 6 or the Release Agreement, his right to receive severance payments under this Section 3.2.7 shall automatically terminate and Employee shall repay all severance payments received.

3.2.8 For purposes of clarification, Company’s or Employee’s election not to renew the employment Term shall not constitute a termination without “Cause” covered by this Section 3.2.7, but shall constitute a termination due to expiration of Term and subject to and covered by Section 3.2.1.

3.2.9 Board Membership. Upon Employee’s termination of employment for any reason whatsoever, Employee shall be deemed to have resigned as a member of the Board effective as of the date of Employee’s termination, without any further action by Employee or any other party unless nominated by the Nominating committee and subject to shareholder approval.

5

6

7

8

The parties execute this Executive Employment Agreement as of the date stated above:

NOTICE ADDRESS
Superior Industries International, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

9

EXHIBIT A

RELEASE AGREEMENT LANGUAGE

In consideration for this severance compensation, Employee, upon accepting such severance payment, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges Company and its successors and assigns, and all of its respective agents, Directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint venturers, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which Employee accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. §§ 623, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101, et seq., the California Fair Employment and Housing Act, California Government Code §§ 12940, et seq., breach of contract, and any other statutory or common law claim.

Employee acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MIGHT HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code section 1542 or under any other statute or common law principle of similar effect. Employee acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. Employee further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement.

10