X0304 4 2011-12-20 0 0001485469 Tower International, Inc. TOWR 0001491663 Rajkovic Michael C/O TOWER INTERNATIONAL, INC. 17672 LAUREL PARK DRIVE NORTH, STE. 400E LIVONIA MN 48152 0 1 0 0 EVP & COO Common Stock, par value $0.01 per share 20000 I As trustee of the Miljko Rajkovic Living Trust Common Stock, par value $0.01 per share 103833 D Restricted Stock Units 2011-12-20 4 A 0 98619 0 A Common Stock 98619 98619 D Restricted Stock Units Common Stock 10405 10405 D Restricted Stock Units Common Stock 169437 169437 D Stock Options (right to buy) 13 2020-10-14 Common Stock 45938 45938 D Each restricted stock unit (collectively, the "RSUs") represents a contingent right to receive up to one share of the common stock, par value $0.01 per share (the "Common Stock") of Tower International, Inc. (the "Company"). These RSUs will vest on December 31, 2014; provided, however, that such RSUs will vest in full upon the occurrence of a "change in control" of the Company, as defined in the Tower International, Inc. 2010 Equity Incentive Plan (the "Plan"), or if the reporting person's employment terminates due to death or disability. There is no expiration date. These RSUs will vest ratably on March 1, 2012, March 1, 2013 and March 1, 2014; 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, or if the reporting person's employment terminates due to death or disability. There is no expiration date. These 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, such unvested 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 the Company, as defined in the Plan. /s/ Nanette Dudek, Attorney-in-Fact 2011-12-22