ALLISON TRANSMISSION HOLDINGS, INC. (NYSE:ALSN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On December21, 2016, Allison Transmission, Inc., a wholly owned
subsidiary of Allison Transmission Holdings, Inc. (the Company),
entered into new employment agreements with Lawrence E. Dewey,
Chairman and Chief Executive Officer, and David S. Graziosi,
President, Chief Financial Officer, Treasurer and Assistant
Secretary. The terms of Messrs. Deweys and Graziosis employment
agreements are substantially the same as their prior agreements,
except for the material changes described herein.

Also on December21, 2016, the Company issued a press release
announcing the intention of Mr.Dewey to retire upon the
expiration of his new employment agreement. A copy of the press
release is attached as Exhibit 99.1 hereto.

Mr.Deweys Employment Agreement

Mr.Deweys employment agreement expires on May31, 2018, unless
earlier terminated in accordance with its terms. Under the terms
of the employment agreement, Mr.Deweys annual base salary will
increase to $1,000,000 beginning on January1, 2017. In addition,
Mr.Dewey is eligible to receive long-term compensation in the
form of equity awards or cash with a target grant date value of
$3,000,000 for the 2017 through 2019 performance period, and an
award of 25,000 restricted stock units which will vest on May31,
2018, subject to accelerated vesting in the event he is
terminated without cause or resigns for good reason.

Mr.Deweys rights to accelerated vesting in the event of his
termination due to death or disability were amended to provide
for full vesting of his unvested long-term incentive awards,
subject to the achievement of the performance goals for awards
with performance-based vesting. In addition, in the event of
Mr.Deweys retirement on May31, 2018, he will be entitled to
receive a cash payment equal to 5/12 of his 2018 annual bonus
(subject to the achievement of the performance goals),
accelerated vesting of his unvested long-term incentive awards
(subject to the achievement of the performance goals for awards
with performance-based vesting) and continued healthcare
coverage.

Mr.Graziosis Employment Agreement

Mr.Graziosis employment agreement has an initial term that
expires on May31, 2018 and automatically renews for successive
one year periods unless notice of non-renewal is delivered by
either party at least 180 days prior to the expiration of the
then-applicable term. Under the terms of the employment
agreement, beginning on January1, 2017 Mr.Graziosis annual base
salary will increase to $700,000 and his annual performance-based
bonus will be targeted at 125% of his base salary, with the
ability to earn more or less depending on the achievement of
certain performance goals for the particular year. In addition,
Mr.Graziosi is eligible to receive long-term compensation in the
form of equity awards or cash with a target grant date value of
250% of his base salary for the 2017 through 2019 performance
period (which target value will be comprised of stock options
(25%), restricted stock units (25%)and performance-based
restricted stock units (50%)), an award of 20,000 restricted
stock units which will vest on May31, 2018 and a retention bonus
payment of $500,000 payable following June15, 2018.

(d) Exhibits.

About ALLISON TRANSMISSION HOLDINGS, INC. (NYSE:ALSN)

Allison Transmission Holdings, Inc. and its subsidiaries design and manufacture commercial and defense fully-automatic transmissions. The Company manufactures fully-automatic transmissions for medium- and heavy-duty commercial vehicles and medium-and heavy-tactical the United States defense vehicles. The Company operates through manufacture and distribution of fully-automatic transmissions segment. The Company’s transmissions are used in a range of applications, including on-highway trucks (distribution, refuse, construction, fire and emergency), buses (primarily school, transit and hybrid-transit), motorhomes, off-highway vehicles and equipment (energy, mining and construction) and defense vehicles (wheeled and tracked). The Company’s transmissions are sold under the Allison Transmission brand name and remanufactured transmissions are sold under the ReTran brand name. The Company has developed over 100 different models that are used in over 2,500 different vehicle configurations.

ALLISON TRANSMISSION HOLDINGS, INC. (NYSE:ALSN) Recent Trading Information

ALLISON TRANSMISSION HOLDINGS, INC. (NYSE:ALSN) closed its last trading session down -0.26 at 34.20 with 1,079,385 shares trading hands.