Exhibit 10.2


 


 


 


ACCURIDE CORPORATION


DIRECTORS’ DEFERRED COMPENSATION PLAN


(As Amended and Restated Effective January 1,
2008)


 


 


 

















ACCURIDE CORPORATION


DIRECTORS’ DEFERRED COMPENSATION
PLAN


(As Amended and Restated
Effective January 1, 2008)


Table of Contents


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I.

  	
   

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  ARTICLE II.

  	
   

  	
  ELECTION TO DEFER

  	
   

  	
  3

  
	
  ARTICLE III.

  	
   

  	
  DEFERRED COMPENSATION ACCOUNTS

  	
   

  	
  4

  
	
  ARTICLE IV.

  	
   

  	
  PAYMENT OF DEFERRED COMPENSATION

  	
   

  	
  5

  
	
  ARTICLE V.

  	
   

  	
  ADMINISTRATION; AMENDMENT

  	
   

  	
  6

  
	
  EXHIBIT A

  	
   

  	
   

  	
   

  	
   

  



 
















ACCURIDE CORPORATION


DIRECTORS’
DEFERRED COMPENSATION PLAN


(As
Amended and Restated Effective January 1, 2008)


The Accuride Corporation Directors’ Deferred
Compensation Plan (as it may be amended from time to time, the “Plan”)
was adopted by Accuride Corporation, a corporation organized under the laws of
the state of Delaware (the “Company”), effective as of May 19, 2006, for
the benefit of its eligible non-employee directors.   The Plan is hereby amended and restated in
the form of this document effective January 1, 2008.


ARTICLE I.

DEFINITIONS


                                Section
1.1             “Accounts”
shall mean the Director’s Cash Account and Stock Account, if any.


                                Section
1.2             “Board” shall
mean the Board of Directors of the Company.


                                Section
1.3             “Book Value”
shall mean book value per share based on generally accepted accounting
principles consistently applied, and excluding, in the Board of Directors’
discretion, any extraordinary or unusual charges or credits such as one time
write-offs of goodwill or similar events.


                                Section
1.4             “Cash Account”
means the account created by the Company pursuant to Article III of this Plan
in accordance with an election by a Director to receive deferred cash
compensation under Article II hereof.


                                Section
1.5             “Cash Fees”
shall mean Fees payable in cash.


                                Section
1.6             “Change in Control”
means  the occurrence of a “change in the
ownership,” a “change in the effective control” or a “change in the ownership
of a substantial portion of the assets” of a corporation, as determined in
accordance with this Section 1.6.  In
determining whether an event shall be considered a “change in the ownership,” a
“change in the effective control” or a “change in the ownership of a
substantial portion of the assets” of a corporation, the following provisions
shall apply:


(a)           A “change in the ownership” of the
Company shall occur on the date on which any one person, or more than one
person acting as a group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (a “Person”)), acquires
ownership of stock of the Company that, together with stock held by such
Person, constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company, as determined in accordance with
Treas. Reg. §1.409A-3(i)(5)(v).  If a
Person is considered either to own more than 50% of the total fair market value
or total voting power of the stock of the Company, or to have effective control
of the Company within the meaning of Section 1.6(b) and such Person acquires
additional stock of the Company, the acquisition of additional stock by such
Person shall not be considered to cause a “change in the ownership” of the
Company.


 


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(b)           A “change in the effective control”
of the Company shall occur on either of the following dates:


(i)            The date on which any Person,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such Person) ownership of stock of the Company
possessing 30% or more of the total voting power of the Company’s equity
securities, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi).  If a Person is
considered to possess 30% or more of the total voting power of the Company’s
equity securities, and such Person acquires additional stock of the Company,
the acquisition of additional stock by such Person shall not be considered to
cause a “change in the effective control” of the Company; or


(ii)           The date on which a majority of the
members of the Board is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of the
Board before the date of the appointment or election, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vi).


(c)           A “change in the ownership of a
substantial portion of the assets” of the Company shall occur on the date on
which any one Person acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) assets from
the Company that have a total gross fair market value equal to or more than 40%
of the total gross fair market value of all of the assets of the Company
immediately before such acquisition or acquisitions, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as
a “change in the ownership of a substantial portion of the assets” when such
transfer is made to an entity that is controlled by the shareholders of the
Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).


(d)           Notwithstanding the foregoing, the
following acquisitions shall not constitute a Change in Control: (i) an
acquisition by the Company, or (ii) an acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company.


                                Section 1.7             “Common Stock” shall mean the common stock of
the Company, par value $0.01 per share.


                                Section 1.8             “Company” means Accuride Corporation, a
Delaware corporation.


                                Section
1.9             “DCUs” means
deferred compensation units which have the value equal to shares of Common
Stock, one DCU being equal to one share of Common Stock.


                                Section
1.10           “Director” shall
mean a member of the Board who is not an employee of the Company or any of its
subsidiaries.


                                Section 1.11           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


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                                Section
1.12           “Fees” shall
mean all amounts payable to a Director for serving as a member of the Board,
including without limitation any (a) annual or other periodic retainer
payments; (b) fees payable for meeting attendance; (c) fees payable for
committee membership; and (d) fees payable for Board or committee chairmanship.


                                Section 1.13           “Incentive Plan” shall mean
the Accuride Corporation 2005 Incentive Award Plan, as amended from time to
time and any successor plan thereto.


                                Section 1.14           “Plan” shall have the meaning set forth in the
recitals hereto.


                                Section 1.15           “Stock Account” shall mean the
account created by the Company pursuant to Article III of this Plan in
accordance with an election by a Director to receive stock-based compensation
under Article II hereof.


                                Section 1.16            “Stock Fees” shall mean Fees
that are payable in Common Stock or Common Stock equivalents.


                                Section 1.17           “Stock Value” shall mean, per
share, for any given day, (i) if the Common Stock of the Company is not
publicly traded, the Book Value of the Company’s Common Stock on such day, and
(ii) if the Common Stock of the Company is publicly traded, the closing price
of the Company’s Common Stock as reported on the exchange upon which such
Common Stock is listed on such day or, if the closing price is not available
for the Common Stock on a date in question, then the next preceding practicable
date for which such closing price is available.


                                Section 1.18           “Year” shall mean calendar year.


ARTICLE II.

ELECTION TO DEFER


                                Section 2.1             A Director may elect, on or before December 31 of any
Year, to defer payment of all or a specified part of the Fees earned during the
Year following such election and in any succeeding Years (until the Director
ceases to be a Director); provided, however, that with respect to Year 2006, a
Director may elect, within thirty days after the effective date of this Plan,
to defer all or a specified part of all Fees payable for services performed
after the election.  Any person who shall
become a Director during any Year, and who was not a Director of the Company on
the preceding December 31, may elect, no later than thirty days after the
Director’s term begins, to defer payment of all or a specified part of such
Fees payable for services performed subsequent to the election.  Any Fees deferred pursuant to this Paragraph
shall be paid to the Director at the time(s) and in the manner specified in
Article IV hereof, as designated by the Director.


                                Section 2.2             The election to participate in the Plan and manner of
payment shall be designated by submitting a deferral election form in
substantially the form attached hereto as Exhibit A to the Chief Financial
Officer of the Company.  Any subsequent
changes to the Director’s election as to the time and manner of payment shall
be made in accordance with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).


 


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                                Section 2.3             The election shall continue from Year to Year unless
the Director terminates it by written request delivered to the Secretary of the
Company prior to the commencement of the Year for which the termination is
first effective.


ARTICLE III.

DEFERRED COMPENSATION ACCOUNTS


                                Section
3.1             The Company shall
maintain separate bookkeeping accounts for the Fees deferred by each Director.


                                Section
3.2             The Company shall
credit, on the date Cash Fees would otherwise become payable, to the Cash
Account of each Director the deferred portion of any Fees due the Director as
to which an election to defer such Fees into the Cash Account has been
made.  On the first day of each quarter,
the Company shall credit the Cash Account of each Director with interest
calculated on the basis of the balance in such account on the first day of each
month of the preceding quarter at a rate equal to four percent (4%) per annum.


                                Section
3.3             


(a)           The Company shall credit, on the date
Stock Fees would otherwise become payable, the Stock Account of each Director
with DCUs equal to:


(i)            That number of shares of Common
Stock equal to the shares of Common Stock or Common Stock equivalents payable
as Stock Fees otherwise deferred by the Director under this Plan; and


(ii)           as an election to defer Cash Fees
into the Stock Account has been made, the amount of such Cash Fees divided by
the Stock Value on the date such Cash Fees would otherwise have been paid.


(b)           On the date that any dividends are
paid with respect to Common Stock, the Company shall credit each Director with
the number of DCUs equal to the cash dividends payable on the number of DCUs
held in such Director’s Stock Account divided by the Stock Value on the
dividend payment date.


(c)           If adjustments are made to the
outstanding shares of Common Stock as a result of split-ups, recapitalizations,
mergers, consolidations and the like, an appropriate adjustment also will be
made in the number of DCUs credited to the Director’s Stock Account.


                Section 3.4             Fees deferred in the form of cash (and
the interest payable thereon) shall be held in the general assets of the
Company and no separate fund or trust shall be created or moneys set aside on
account of the Cash Account.  Further,
the Company shall not be required to acquire, reserve, segregate, or otherwise
set aside shares of its Common Stock for the payment of its obligations, if
any, with respect to the Stock Account, but shall make available as and when
required a sufficient number of shares of its Common Stock to meet the needs of
the Plan.


 


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                                Section 3.5             Nothing contained herein shall be deemed to create a
trust of any kind or any fiduciary relationship.  To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of any unsecured general creditor of the Company.


                                Section 3.6             Amounts that a Director has elected to defer to his
Cash Account shall not be transferred to his Stock Account, or vice versa.


ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION


                Section 4.1             Subject to Section 4.4, amounts contained
in a Director’s Accounts shall be distributed as the Director’s election (made
pursuant to Section 2.2) shall provide. 
In the absence of a Director’s election with respect to form of
distribution, the amounts contained in the Director’s Accounts shall be
distributed as a lump sum payment.  In
the absence of a Director’s election with respect to the commencement date for
distribution, the amounts in the Director’s Accounts shall be distributed as of
the first January 1 to occur following the date of separation from service with
the Company for any reason. 
Distributions from the Plan shall be made as follows:


(a)           The Cash
Account and any Cash Fees credited to a Director’s Stock Account shall be paid
in cash.  Amounts credited to a Director’s
Stock Account shall be based on the Stock Value of the DCUs held in the Stock
Account on the earlier of: (i) the date of payment; or (ii) the date of the
Director’s separation from service with the Company.


(b)           Stock Fees
credited to a Director’s Stock Account shall be paid in the form of Common
Stock under the Incentive Award Plan.


(c)           Installment
payments shall be treated as a single payment for purposes of Section 409A of
the Code.


                                Section 4.2             Each Director shall have the right to designate a
beneficiary who is to succeed to his or her right to receive payments hereunder
in the event of death.  Any designated
beneficiary shall receive payments in the same manner as the Director if he or
she had lived.  In case of a failure
of designation or the death of a designated beneficiary without a designated
successor, the balance of the amounts contained in the Director’s Accounts
shall be paid, in accordance with Section 4.1, to the Director’s or former
Director’s estate in full on the first day of the Year following the Year in
which he or she dies.  No designation of
beneficiary or change in beneficiary shall be valid unless it is in writing,
signed by the Director and filed with the Secretary of the Company.


                                Section
4.3             Notwithstanding any
election to the contrary, payment of a Director’s Accounts shall commence no
earlier than the first day of the seventh month following the separation of
service date for any Director who is a “specified employee” under Section 409A
of the Code as of the separation of service date.


 


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                                Section 4.4             Notwithstanding any other provisions of the Plan to
the contrary, if a Change of Control occurs prior to the complete distribution
of a Director’s Accounts, then any portion of such Accounts that has not
theretofore been distributed shall be distributed to the Director (or, as
applicable, his beneficiary) within 30 days after the Change in Control. 


ARTICLE V.

ADMINISTRATION; AMENDMENT


                                Section 5.1             The Plan shall be administered by the Board.  The Board may delegate certain administrative
authority to a committee or subcommittee of the Board or to one or more
employees of the Company, but shall retain the ultimate responsibility for the
interpretation of, and amendments to, the Plan. 
Members of the Board shall not be liable for any of their actions or
determinations made in good faith with respect to the administration of the
Plan.  Except to the extent superseded by
the laws of the United States, the laws of the State of Delaware, without
regard to its conflict of laws principles, shall govern in all matters relating
to the Plan.  All expenses related to
plan administration shall be paid by the Company.  All decisions made by the Board with respect
to issues hereunder shall be final and binding on all parties.


                                Section 5.2             In the event of any stock dividend, stock split, combination
or exchange of shares, merger, consolidation, spin-off, recapitalization or any
other corporate event affecting the Common Stock or the share price of the
Common Stock, the Board may, in its sole discretion, make such equitable
adjustments, if any, with respect to the DCUs credited to the Directors’ Stock
Accounts (including, without limitation, adjusting the number of DCUs credited
thereto and/or the kind of securities thereby), as the Board may deem necessary
or appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan and to reflect such
changes.


                                Section 5.3             Except to the extent required by law, the right of any
Director or any beneficiary to any benefit or to any payment hereunder shall
not be subject in any manner to attachment or other legal process for the debts
of such Director or beneficiary, and any such benefit or payment shall not be
subject to alienation, sale, transfer, assignment or encumbrance.


                                Section 5.4             The Plan may be amended, suspended or terminated in
whole or in part from time to time by the Board except that no amendment,
suspension, or termination shall apply to the payment to any Director or
beneficiary of a deceased Director of any amounts previously credited to a
Director’s Accounts.


*  *  * 
*  *


I hereby certify that the Plan was amended and
restated by the Board of Directors of Accuride Corporation on October 25, 2007,
effective January 1, 2008.


Executed on
October 26, 2007.


	
  /s/
  David K. Armstrong

  
	
  Corporate
  Secretary

  



 


 


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Exhibit A


Accuride Corporation


Directors’ Deferred Compensation Plan


DEFERRAL ELECTION FORM


SEND COMPLETED FORM TO: David K. Armstrong, Chief Financial
Officer, Accuride Corporation, 7140 Office Circle, Evansville, IN  47715, (812) 962-5000.


o Initial Enrollment (complete Sections 1,
3, 4 & 5)      o Change Deferral Rate
(complete Sections 2 & 5)


o Change
Beneficiary (complete Sections 4 & 5)


	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social
  Security Number

  	
  Last Name

  	
  First
  Name

  	
  MI

  	
   

  
	
   

  
	
  Mailing
  Address

  	
  City

  	
  State

  	
  Zip
  Code

  	
  Daytime
  Telephone

  
												



 


SECTION 1
- DEFERRAL ELECTION


Pursuant to the Accuride Corporation Directors’
Deferred Compensation Plan (as it may be amended from time to time, the “Plan”),
I hereby elect:


A. Cash Fees:


To defer receipt of all or a portion of the Cash Fees
(as defined in the Plan) that would otherwise become payable to me after
January 1, 2008 and for succeeding calendar years commencing January 1,
2009 in accordance with the percentages indicated below:


              %
of the aggregate Cash Fees shall be credited to my Cash Account as defined in
the Plan;


              %
of the aggregate Cash Fees shall be credited to my Stock Account as defined in
the Plan;


              %
of the aggregate Cash Fees shall not be deferred, but shall be paid to me
directly as they accrue.


B. Stock
Fees:


To defer receipt of all or a portion of the Stock Fees
(as defined in the Plan) that would otherwise become payable to me after
January 1, 2008 and for succeeding calendar years commencing January 1,
2009 in accordance with the percentages indicated below


              %
of the aggregate Stock Fees shall be credited to my Stock Account as defined in
the Plan;


              %
of the aggregate Cash Fees shall not be deferred, but shall be paid to me
directly as they vest and are payable.


I understand that,
once effective, such election will remain in effect until modified or revoked
in writing by me in accordance with the Plan and that any modification or
revocation will be effective only with respect to the portion of my Fees earned
in the calendar year after such modification or revocation.  I further understand that if I have elected
Fee deferrals to be credited to my Stock Account under the Plan, then such
deferrals will be made in the form of Deferred Compensation Units, and also
that my rights to my Cash and Stock Accounts are unfunded and unsecured and are
no greater than the rights of an unsecured general creditor of the Company.


 

















 


SECTION 2
- DEFERRAL RATE CHANGE


A. Cash
Fees


 


I elect
to change my deferral rate to               
% of the aggregate Cash Fees to be credited to my Cash Account,              
% of the aggregate Cash Fees to be credited to my Stock Account, and               
% of the aggregate Cash Fees to be not deferred, but paid to me directly as
they accrue.


 


B.  Stock Fees


 


I elect
to change my deferral rate to
              
% of the aggregate Stock Fees to be credited to my Stock Account, and               
% of the aggregate Stock Fees to be not deferred, but paid to me directly as
they vest and become payable.


 


I
understand that this election will take effect as of the first day of the
calendar year immediately following the date of this election.  I further understand that once effective,
this election will remain in effect until modified or revoked in writing by me
and that such modification or revocation will be effective only for calendar
years following the year in which such modification or revocation is made.


 


SECTION 3 — ACCOUNT DISTRIBUTION


A.            Commencement of Distribution


Except as otherwise set
forth in Section 3C, below, I elect to commence receiving distributions from my
Accounts in accordance with the following election (check one):


o 
As of the first January 1 to occur following the date I separate from
service with the Company for any reason; or


o  As of the earlier of (1) January 1 of the                    
(insert number) calendar year after the deferral is made (not less than 3 nor
more than 10) or (2) the first January 1 to occur following the date I separate
from service with the Company for any reason.


I understand that the
date of my distribution may be delayed for compliance with Federal tax
requirements, if applicable.  I further
understand that any Deferred Compensation Units in my Stock Account will be
valued for distribution on the earlier of: (i) the payment date; or (ii) the
date of my separation from service with the Company.


B.            Form of Distribution


Except as otherwise set
forth in Section 3C, below, I elect to receive distributions from my Accounts
in accordance with the following election (check one):


o 
In one lump sum; or


o  In               
(insert number) equal annual installments (not less than 2 nor more than 10).


I understand that the first distribution from my
Accounts shall be payable as of the date I selected in Section 3A, above, and
that if I elect annual installment payments I will receive an installment as of
each January 1 immediately following the first distribution until my Accounts
have been distributed in full, subject to any applicable Federal tax
requirements.  Payments will be made on a
pro rata basis from my Accounts.


C.            Change in Control


I understand that, notwithstanding any other provision
of this Deferral Election Form to the contrary, my Accounts shall automatically
be fully distributed to me in one lump sum within 30 days after the occurrence
of a Change in Control (as defined in the Plan).


 


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SECTION 4
- BENEFICIARY DESIGNATION


If you die before you
receive full payment of your Accounts, the amount remaining in your Accounts
will be paid in a lump sum to your Beneficiary designated in this Section 4:


 


	
   

  
	
  Social
  Security Number

  	
  Last
  Name

  	
  First
  Name

  	
  MI

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Mailing
  Address

  	
  City

  	
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  Zip
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  Telephone

  
							



 


 


SECTION 5 - AUTHORIZATION


I agree that my
successors in interest and my assigns and all persons claiming under me shall,
to the extent consistent with applicable law, be bound by the statements
contained herein and by the provisions of the Plan as they now exist and as
they may be amended from time to time.


I have read and understand this form and hereby authorize the
Administrator to take all actions indicated on this form.


	
   

  
	
  Director’s
  Signature

  	
   

  	
  Date

  



 


This section for Company use only.


	
  Date
  approved:

  	
   

  	
   

  	
  By:

  	
   

  



 


 


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