Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 25, 2022, Michael A. Dick, Senior Vice President, Operations and Purchasing of Allison Transmission Holdings, Inc. (the "Company"), notified the Company that he would retire from his position effective March 11, 2022. Mr. Dick will remain in his current role until his retirement date in order to assist with the transition of his responsibilities to his successors.

In connection with his retirement, Mr. Dick entered into a separation agreement with the Company on January 26, 2022. Pursuant to the separation agreement, Mr. Dick will receive pro-rated vesting on certain stock option and restricted stock unit awards and will have until the earlier of 36 months following retirement or expiration of the applicable option to exercise vested stock options. In addition, Mr. Dick has agreed to certain provisions relating to support and cooperation, as well as non-disparagement, non-solicitation and non-competition, with the Company. The separation agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Following Mr. Dick's retirement, Rafael Basso, the Company's Vice President, Operations Planning and Business Development, and Teresa van Niekerk, the Company's Vice President, Purchasing and Supplier Quality, who currently report to Mr. Dick, will report directly to David S. Graziosi, the Company's Chairman and Chief Executive Officer. Effective March 12, 2022, Mr. Basso will assume the role of Vice President of Operations with responsibility for oversight of plant operations, Walker Die Casting, facilities, business development, global supply chain and manufacturing engineering. Ms. van Niekerk will retain the role of Vice President of Purchasing and Supplier Quality with responsibility for oversight of global procurement, supplier readiness and supplier quality.

A copy of the Company's press release announcing Mr. Dick's retirement is furnished with this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number       Description

10.1           Separation Agreement between the Company and Michael Dick dated
             January 26, 2022.

99.1           Press release dated January 27, 2022.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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