X0303 4 2011-03-03 0 0001485469 Tower International, Inc. TOWR 0001361695 RADKOSKI PAUL EUGENE C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DR. NORTH, SUITE 400E LIVONIA MI 48152 0 1 0 0 SVP, Global Purchasing Restricted Stock Units 2011-03-03 4 A 0 2838 0 A Common Stock 2838 2838 D Restricted Stock Units Common Stock 67775 67775 D Stock Options (right to buy) 13.00 2020-10-14 Common Stock 12528 12528 D Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive one share of the common stock, par value $0.01 per share (the "Common Stock"), of the Company. These restricted stock units will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014. There is no expiration date. Fifty percent (50%) of the RSUs vest nine months after the consummation of the Company's initial public offering (the "First Vesting Date") and the balance of the RSUs will vest eighteen months after the consummation of the Company's initial public offering (the "Second Vesting Date"); provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Plan; provided further, however, that if the Company terminates the reporting person's employment for any reason other than for "cause," as defined in the Plan, or the reporting person's employment terminates due to death or disability, (Continued in next footnote) (a) if the non-cause termination event occurs prior to the First Vesting Date, 50% of the RSUs will vest on the earlier to occur of (i) the First Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs, and (b) if the non-cause termination event occurs after the First Vesting Date but before the Second Vesting Date, 100% of the RSUs will vest on the earlier to occur of (i) the Second Vesting Date and (ii) December 31 of the calendar year during which such non-cause termination occurs. These stock options will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014; provided, however, that such stock options will also vest in full upon the occurrence of a "change in control" of Tower International, Inc. (the "Company"), as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan"). /s/ Nanette Dudek, Attorney-in-Fact 2011-03-09