Exhibit 10.11


 


[Accuride, Inc.
Letterhead]


 


May    ,
2009


 


[Insert Name and Address
of Employee]


 


Dear                             :


 


As you are aware Accuride
Corporation (“Accuride”) like the rest of the commercial vehicle industry is
facing challenging times.  We believe
that your continued efforts are important to Accuride’s success.  Therefore, to incentivize you to remain
committed to the success of Accuride, we are offering a retention bonus which
is outlined below.  We are happy to
discuss any questions you may have regarding this bonus; however, we do ask
that you please keep the contents of this letter confidential.


 


Retention Bonus


 


Subject to your execution
of the Agreement Regarding Confidential Information and Noncompetition attached
hereto as Exhibit A (the “Noncompete Agreement”), you will be eligible to
receive a Retention Bonus from us equal to your annual salary of $        ,
(the “Retention Bonus”) provided that you are actively employed on a full-time
basis by Accuride or any
of its subsidiaries on May     , 2010 (the “Payment
Date”), or if Accuride terminates your employment other than for “Cause” as
defined below prior to the Payment Date. 
Payments under this agreement will not offset any severance under
Sections 2(b) or 3(b) or any other section of the Severance and
Retention Agreement, dated December       ,
2008, and the Severance and Retention Agreement is specifically amended by this
reference to exclude payments under this agreement from such offset.


 


For purposes of this
agreement, “Cause” means termination of employment due to:  (a) your continued willful failure,
neglect or refusal to perform your duties to Accuride or any of its
subsidiaries at which you are employed, which continues beyond ten days after a
written demand for substantial performance is delivered to you by Accuride; (b) conduct
by you involving (i) dishonesty, fraud, or breach of trust in connection
with your employment or (ii) conduct which would be a reasonable basis for
an indictment for a felony or for a misdemeanor involving moral turpitude; (c) your
willful and continued failure or refusal to follow material directions of your
supervisor or any other act of insubordination by you; or (d) willful
malfeasance or willful misconduct by you which is injurious to Accuride and its
subsidiaries, monetarily or otherwise.


 


You will not receive a
Retention Bonus if you voluntarily leave Accuride, or are terminated for Cause
prior to the Payment Date.


 


Accuride will pay the
Retention Bonus on the earlier of the Payment Date or within 7 days of your
termination, if such termination is by Accuride other than for Cause.


 

















 


If prior to November     ,
2010 you violate the Noncompete Agreement, or are terminated for Cause, then
you agree to repay the Retention Bonus to Accuride and consent to Accuride (or
your employer) offsetting any amounts that it may owe you by the amount of the
Retention Bonus, including any severance, vacation pay or payments due upon
termination of employment.


 


Nothing contained
in this letter agreement conveys upon you the right to continue to be employed
by Accuride or any successor thereto, constitutes a contract or agreement of
employment or restricts Accuride’s or any successor’s right to terminate you at
any time, with or without Cause.


 


All amounts payable
will be less any legally required or voluntarily elected withholdings.


 


The laws of the
State of Indiana will govern the terms of this letter agreement.  You agree and consent that any dispute
pertaining to this letter agreement shall be decided by binding arbitration
before a single independent arbitrator selected by the Company.  The arbitration hearing shall occur at a time
and place convenient to the parties in Evansville, Indiana, within 30 days of
selection or appointment of the arbitrator. 
The arbitration shall be governed by the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association (“AAA”)
in effect on the date of the first notice of demand for arbitration.  The arbitrator shall issue written findings
of fact and conclusions of law, and an award, within 15 days of the date of the
hearing unless the parties otherwise agree. 
Damages shall be limited to contractual damages.  The arbitrator may award attorney’s fees to
the prevailing party and assess costs against the non-prevailing party.  Issues of procedure, arbitrability, or
confirmation of award shall be governed by the Federal Arbitration Act, 9
U.S.C.  §§ 1-16, except that Court
review of the arbitrator’s award shall be that of an appellate court reviewing
a decision of a trial judge sitting without a jury.


 


We are counting on
your continued support.  Please indicate
your acceptance of the terms and covenants set forth in this letter agreement
by signing and dating it below and returning it to me, along with a signed and
dated Noncompete Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
  Agreed and Accepted.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Name]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 


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Exhibit A


 


AGREEMENT REGARDING


CONFIDENTIAL
INFORMATION AND


NONCOMPETITION


 


This
Agreement Regarding Confidential Information and Noncompetition (“Agreement”)
is made by and among Accuride Corporation (the “Company” and together with its
subsidiaries and affiliates the “Companies”) and [       ]
(the “Employee”).


 


WHEREAS,
the Company has proprietary and confidential information which it wishes to
safeguard and keep confidential;


 


WHEREAS,
Employee has access to such proprietary and confidential information, the
disclosure of which would be harmful to the Company’s business;


 


WHEREAS,
the Company and Employee have entered into a letter agreement dated May     ,
2009 pursuant to which the Company has agreed to pay Employee a retention bonus
subject to certain terms and conditions set forth therein.


 


NOW,
THEREFORE, in consideration of the Company’s promises as set forth in the
Retention Bonus Agreement, and Employee’s continued employment with the Company
and such other opportunities as may be made available to Employee by the
Company, and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the Companies and Employee (collectively, the Parties”)
hereby agree as follows:


 


1                                          Exposure
to Proprietary Information.


 


(a)           As
used in this Agreement, “Proprietary Information” means all information of a
business or technical nature that relates to the Companies including, without
limitation, all information about its businesses, clients, potential clients,
marketing plans, advertising, contracts, potential contracts, strategies,
forecasts, pricing, methods, practices, techniques, business plans, financial
plans, research, development, purchasing, accounting, know-how, technical data,
processes, product development, and trade secrets (as defined by the Uniform
Trade Secrets Act, as amended), and any information regarding any client of the
Companies or any other information that the Companies are required to keep
confidential.  Notwithstanding the
preceding sentence, the term “Proprietary Information” does not include
information that is or becomes publicly available through no fault of Employee.


 


(b)           Employee
acknowledges that the Proprietary Information constitutes a protectible
business interest of the Companies, and covenants and agrees that at all times
he or she will not, directly or indirectly, disclose, furnish, make available
or utilize any of the Proprietary Information, other than in the proper
performance of his or her duties for the Companies.  Employee’s obligations under this Section with
respect to particular Proprietary Information will survive expiration or
termination of her employment and will terminate only at such time (if any) as
the Proprietary Information 


 

















 


in question becomes generally known to the public
other than through a breach of Employee’s obligations under this Section.


 


(c)           Employee
acknowledges that all records, documents, and tangible embodiments containing
or of Proprietary Information prepared by Employee or which came into his or
her possession by virtue of her employment by the Company are and will remain
the property of the Companies.


 


2                                          Nonsolicitation
of Clients. Employee agrees that during employment and for a period of two
years from Employee’s termination of employment with the Company or, if a court
determines that two years is unreasonable, one year from Employee’s termination
of employment with the Company, for any reason, he or she will not, directly or
indirectly, contact, solicit, contract with, or attempt to contract with any
entity engaged in the commercial vehicle component industry with which the Company
has contracts during his or her employment or at the time of termination of
employment.


 


3                                          Nonsolicitation
of Employees.  Employee agrees that
during employment and for a period of two years from Employee’s termination of
employment with the Company or, if a court determines that two years is
unreasonable, one year from Employee’s termination of employment with the
Company, for any reason, he or she will not, directly or indirectly solicit or
attempt to solicit away from employment with the Companies any officer,
employee or agent of the Companies. 
Advertisements directed at the general population will not be considered
soliciting of a type prohibited by this Agreement.


 


4                                          Non-Compete.  Employee acknowledges that the pursuit of the
activities forbidden by this Section 4 would necessarily involve the use
or disclosure of Proprietary Information in breach of Section 1 and that
violation of this Section 4 may result in irreparable harm and damage to
the Companies.  Therefore, Employee
agrees that for the term of his or her employment with the Company, and for the
Restricted Period (as defined below), he or she will not, without the express
prior written consent of the Company, directly or indirectly, own, organize,
consult with, be employed by, advise, be a partner of or joint venturer with,
be a director or managing member of, or otherwise assist or provide his or her
services to any Competitor within the Restricted Area..  For this purpose, the “Restricted Area” means
the United States of America.  If a court
of competent jurisdiction determines that the United States of America is a
larger area than necessary to protect the Company’s business interests, the
parties agree that the Restricted Area will be the largest of the following
areas that the court determines to be reasonable:  the United States of America east of the
Mississippi River; all states in which you performed services while employed by
the Company; the State of Indiana; the County of Vanderburgh; or the City of
Evansville, Indiana.  For this purpose,
the “Restriction Period” begins on the effective date of your termination of
employment for whatever reason and ends at the end of the 24th month
thereafter, or if a court of competent jurisdiction concludes that 24 months is
longer than necessary to protect the Company’s business interests, then the
parties agree that the restriction period will end at the end of the longest of
the following number of months that the court determines to be reasonable:  23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13,
12, 11, 10, 9, 8, 7, 6, 5, 4, or 3.  A
“Competitor” shall mean any seller, distributor or manufacturer of commercial
vehicle components or an entity otherwise providing any services any services
in the commercial vehicle component industry of the type and nature that are
required to be performed 


 


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by or for the Company.  Nothing
contained in this Section 4 shall restrict Employee from owning, acquiring
or holding stock representing less than 1% of the outstanding stock of any
publicly traded corporation.


 


5                                          Reformation
of Covenants.  The parties agree that
the scope of any provision of Sections 2, 3 or 4 may be modified by a judge in
any proceeding to enforce this Agreement, so that such provision can be enforced
to the maximum extent permitted by law. 
If any court of competent jurisdiction determines that any portion of Section 2,
3 or 4 is invalid or unenforceable, the remainder of such Section will not
thereby be affected and will be given full effect, without regard to invalid
portions.


 


6                                          Breach
of Covenants. 
Employee acknowledges and agrees that any breach of any of the covenants
or agreements contained herein shall be grounds for immediate termination of
employment.  Employee further
acknowledges that (i) the restrictions contained in this Agreement are
reasonable and necessary to protect the legitimate interests of the Company,
and (b) any violation of Employee’s covenants will result in irreparable
injury to the Company, the exact amount of which will be difficult to
ascertain, and that the remedies at law for any such violation would not be
reasonable or adequate compensation to the Company for such a violation.  Accordingly, if Employee violates the
covenants contained herein, in addition to all remedies available under law or
in equity, Employee agrees and specifically consents that the Company shall be
entitled to seek judicial relief seeking specific performance and injunctive
relief without the necessity of proving actual damages and may enforces its
rights pursuant to the Uniform Trade Secrets Act.  Nothing herein shall in any way release,
compromise or waive any rights, remedies, claims or causes of action the
Company may have against Employee for violation of any law, including without
limitation the Indiana Uniform Trade Secrets Act or similar laws that may be
applicable in other states.  In the event
the Company is required to enforce any of its rights hereunder, Employee shall
be obligated to reimburse the Company for the Retention Bonus, if previously
paid by the Company to Employee, in addition to all reasonable costs and
expenses, including reasonable attorney’s fees, incurred by the Company in
connection with the enforcement of its rights hereunder.


 


7                                          Arbitration.  Except to obtain specific performance and
injunctive relief as permitted by Section 6, any and all disputes arising
under, pertaining to or touching upon this Agreement or the statutory rights or
obligations of either party hereto, shall, if not settled by negotiation, be
subject to binding arbitration before a single independent arbitrator selected
by the Company.  The arbitration hearing
shall occur at a time and place convenient to the parties in Evansville,
Indiana, within 30 days of selection or appointment of the arbitrator.  The arbitration shall be governed by the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association (“AAA”) in effect on the date of the first notice of
demand for arbitration.  The arbitrator
shall issue written findings of fact and conclusions of law, and an award,
within 15 days of the date of the hearing unless the parties otherwise
agree.  Issues of procedure,
arbitrability, or confirmation of award shall be governed by the Federal
Arbitration Act, 9 U.S.C.  §§ 1-16,
except that court review of the arbitrator’s award shall be that of an
appellate court reviewing a decision of a trial judge sitting without a jury.


 


8                                          Entire
Agreement; Waivers; Modification.     This
Agreement represents the entire agreement and understanding among the Parties
regarding the subject matter hereof, 


 


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and no extrinsic evidence whatsoever may be introduced to vary the
terms of this Agreement.  No waiver of
any of the provisions of this Agreement, whether by conduct or otherwise, in
any one or more instances, shall be deemed or construed as a further,
continuing or subsequent waiver of any such provision or as a waiver of an
other provision of this Agreement.  No
failure to exercise and no delay in exercising any right, remedy or power
hereunder shall preclude an other or further exercise of any other right,
remedy or power provided herein or by law or in equity.  This Agreement may not be altered, amend,
changed, terminated or modified in any respect except by a written instrument
clearly expressing the intent to so modify this Agreement, signed by both
Parties.


 


9                                          Governing
Law and Venue.  This Agreement shall
be governed by the laws of the State of Indiana, without regard to its conflict
of laws rules.  Venue for any cause of
action arising under this Agreement shall be in Vanderburgh County, Indiana,
USA


 


IN WITNESS WHEREOF,
the Parties have executed this Agreement on the respective dates set forth
below.


 


 


	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
                      ,
  2009

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:
                            ,
  2009

  	
   

  
	
   

  	
  EMPLOYEE

  



 


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