Exhibit 10.10


 


ACCURIDE
CORPORATION


INCENTIVE
COMPENSATION PLAN


 


I.              ESTABLISHMENT AND PURPOSE


 


Accuride
Corporation (the “Company”)
hereby establishes the Accuride Corporation Incentive Compensation Plan (as
amended from time to time, the “Plan”).  The purpose of the Plan is to (i) attract
and retain highly qualified individuals; (ii) obtain from each eligible
Plan participant the best possible performance; (iii) establish one or
more performance goals based on objective criteria; (iv) further
underscore the importance of achieving business objectives for the short and
long term; and (v) include in each eligible Plan participant’s
compensation package an annual incentive component which is tied directly to
the achievement of those objectives.


 


To the
extent applicable, the Plan is intended to qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended and the regulations issued thereunder (the “Code”).


 


II.            EFFECTIVE DATE; TERM


 


The
Plan will be effective for performance periods occurring after the Plan is
approved by the Company’s shareholders under Section X.  Once effective, the Plan shall remain in
effect until such time as it shall be terminated by the Committee (as defined
below).  The Committee may terminate the
Plan at any time; provided, however that except in the event of a Change in
Control (as defined below), the Committee may not terminate the Plan during any
performance period without payment of a pro rata portion of any bonus based on
the period of time elapsed during the performance period and a determination of
the Committee as to satisfaction of pro rata Performance Goals for such
period.  For this purpose, “Change in Control” shall have the meaning set forth in the
Company’s Amended and Restated Incentive Award Plan, as amended from time to
time and any replacement plan thereof.


 


III.           ADMINISTRATION


 


The
Plan shall be administered by the Compensation and Human Resources Committee of
the Board of Directors of the Company or a subcommittee thereof (the “Committee”); which Committee shall consist solely of two or
more members who shall qualify as “outside directors” under Section 162(m) of
the Code.


 


The
Committee shall have full power to construe and interpret the Plan, establish
and amend rules and regulations for its administration, and perform all
other acts relating to the Plan, including the delegation of administrative
responsibilities, that it believes reasonable and proper and in conformity with
the purposes of the Plan.


 


Any
decision made, or action taken, by the Committee arising out of or in
connection with the interpretation and/or administration of the Plan shall be
final, conclusive and binding on all persons affected thereby.


 

















 


IV.           ELIGIBILITY AND PARTICIPATION


 


Eligibility
to participate in the Plan is limited to certain salaried employees of the
Company as determined and selected by the Committee (each a “Participant”), but including all individuals who are “covered
employees” within the meaning of Code Section 162(m) and the regulations
and published guidance thereunder (“Covered Employees”).


 


V.            BUSINESS CRITERIA


 


A
Participant may receive a bonus payment under the Plan based upon the
attainment of performance objectives which are established by the Committee and
relate to one or more of the following corporate business criteria with respect
to the Company, any of its subsidiaries or a designated business unit (the “Performance Goals”):  (i) earnings (either net or gross and either before or after interest, taxes,
depreciation, amortization and/or other adjustments described under the Company’s
credit agreements), (ii) economic value-added (as determined by the
Committee), (iii) sales or revenue, (iv) net income (either before or
after taxes), (v) cash flow (including, but not limited to, operating cash
flow and free cash flow), (vi) return on capital, (vii) return on
invested capital, (viii) return on stockholders’ equity, (ix) return
on assets, (x) stockholder return, (xi) return on sales, (xii) gross or
net profit margin, (xiii) productivity, (xiv) expense, (xv) operating margin,
(xvi) operating efficiency, (xvii) customer satisfaction, (xviii) working
capital, (xix) earnings per share, (xx) price per share of common stock, (xxi)
market share, (xxii) profits, (xxiii) disposition or acquisition of assets,
(xxiv) cost savings, (xxv) regulatory body approval for commercialization of
new products, (xxvi) settlement of disputes, (xxvii) funds from operations,
(xxviii) plant closings or start-ups, (xxix) sales penetration or new business
awards, or (xxx) any other objectively determinable strategic objectives, any
of which may be measured either in absolute terms or as compared to any
incremental increase or as compared to results of a peer group market
performance indicators or indices.


 


The Committee may, in its discretion, provide that
one or more objectively determinable adjustments shall be made to one or more
of the Performance Goals.  Such
adjustments may include, but are not limited to, one or more of the
following:  (i) items related to a
change in accounting principle; (ii) items relating to financing
activities; (iii) expenses for restructuring or productivity initiatives; (iv) other
non-operating items ; (v) items related to acquisitions; (vi) items
attributable to the business operations of any entity acquired by the Company
during the performance period; (vii) items related to the disposal of a
business or segment of a business; (viii) items related to discontinued
operations that do not qualify as a segment of a business under applicable
accounting principles; (ix) items attributable to any stock dividend,
stock split, combination or exchange of shares occurring during the performance
period; (x) any other items of significant income or expense which are
determined to be appropriate adjustments; (xi) items relating to unusual or
extraordinary corporate transactions, events or developments; (xii) items
related to amortization of acquired intangible assets; (xiii) items that are
outside the scope of the Company’s core, on-going business activities; (xiv)
commercial vehicle industry build rates; or (xv) items relating to any other
unusual or nonrecurring events or changes in applicable laws, accounting
principles or business conditions.  All such
determinations shall be made within the time prescribed by, and otherwise in
compliance with, Section 162(m) of the Code.


 


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VI.           BONUS DETERMINATIONS


 


Any
bonuses paid to Participants under the Plan shall be based upon objectively
determinable bonus formulas that tie such bonuses to one or more performance
objectives relating to the Performance Goals. 
Bonus formulas may be set for performance periods of one, two or three
fiscal years of the Company.  A
performance period may be concurrent or consecutive.  Participant need not be employed on the first
day of a performance period, but must be employed in an eligible position for
at least three months of a performance period in order to be eligible to participate
in the Plan for that performance period. 
If a Participant becomes eligible to participate in the Plan during a
performance period, the Committee shall determine if such Participant shall be
eligible to participate in an award for such performance period and whether or
not such award may be prorated for such period.


 


Bonus
formulas for Participants shall be adopted for each performance period by the
Committee no later than the latest time permitted by Section 162(m) of
the Code (generally, for performance periods of one year or more, no later than
90 days after the commencement of the performance period) and while the
performance relating to the Performance Goal(s) remain substantially
uncertain within the meaning of Section 162(m) of the Code.


 


Although
the Committee may in its sole discretion reduce a bonus payable to a
Participant pursuant to the applicable bonus formula, the Committee shall have
no discretion to increase the amount of a Covered Employee’s bonus as
determined under the applicable bonus formula.


 


The
maximum bonus payable to a Participant under the Plan shall not exceed 200% of
such Participant’s base salary with respect to any performance period.


 


The
payment of a bonus to a Participant with respect to a performance period shall
be conditioned upon the Participant’s employment by the Company on the last day
of the performance period; provided, however, that the Committee may make
exceptions to this requirement, in its sole discretion, in the case of a
Participant’s death or disability or Change in Control.


 


No
bonuses shall be paid to Participants unless and until the Committee makes a
certification in writing with respect to the attainment of the performance
objectives as required by Section 162(m) of the Code.


 


VII.         ADDITIONAL CONDITIONS


 


For
each performance period the Company will prepare proposed “Eligibility, Target
Opportunity and Administrative Guidelines” (the “Guidelines”)
that set forth eligibility and other administrative details regarding awards
for such performance period.  The
Committee shall approve the Guidelines along with the applicable Performance
Goals within the time prescribed by, and otherwise in compliance with, Section 162(m) of
the Code.


 


Once a
bonus formula is established under Section VI based on one or more of the
Performance Goals, the Committee may with the consent of the Participant
establish (and once established, rescind, waive or amend) additional conditions
and terms of payment of awards 


 


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(including but not limited to the achievement of other
financial, strategic or individual goals, which may be objective or subjective)
as it deems desirable in carrying out the purposes of the Plan and may take
into account such other factors as it deems appropriate in administering any
aspect of the Plan.  However, the
Committee shall have no authority to increase the amount of a targeted award
granted to any Covered Employee or to pay an award under the Plan if the
Performance Goal has not been satisfied.


 


The
payment of an award to a Participant with respect to a performance period shall
be conditioned upon the Participant’s employment by the Company on the last day
of the performance period; provided, however,
that in the discretion of the Committee, awards may be paid to Participants who
have retired or whose employment has terminated after the beginning of the
period for which an award is made, or to the designee or estate of a
Participant who died during such period.


 


VIII.        PAYMENT OF AWARDS


 


All
awards shall be paid in (i) cash or (ii) with the consent of the
Participant and the Committee, the equivalent value of common stock of the
Company (“Common Stock”) based on the fair market
value of the Common Stock on the date the bonus is awarded, as determined by
the Committee.  The Committee may impose
vesting and other similar conditions upon any payment of awards made in Common
Stock; provided that any vesting terms shall not be longer than four years
following the date of payment in Common Stock. 
For this purpose fair market value shall have the meaning set forth in the Company’s Equity Incentive
Plan.


 


No awards shall be paid unless and until the
Committee certifies, in writing, that the amounts payable with respect to each
award, and all awards in the aggregate, do not exceed the limitations set forth
in Section VI and that the amount payable to each Participant does not
exceed the amount of the targeted award granted to the Participant at the
beginning of the performance period. Awards shall be paid as soon as
practicable following the end of the performance period, but in no event shall
payment be made later than two and one half months following the end of the
performance period.  If a Participant voluntarily
terminates employment or is involuntarily terminated for any reason (except for
those reasons described above) after the end of the performance period but
before distribution of the award, he or she shall forfeit any rights to an
award for such performance period, unless such forfeiture is prohibited by
applicable state, provincial or other prevailing law.


 


IX.           SPECIAL AWARDS AND OTHER PLANS


 


Nothing
contained in the Plan shall prohibit the Company from granting awards or
authorizing other compensation to any person under any other plan or authority
or limit the authority of the Company to establish other special awards or
incentive compensation plans providing for the payment of incentive
compensation to employees (including those employees who are eligible to
participate in the Plan).


 


X.            STOCKHOLDER APPROVAL


 


No
awards shall be paid under the Plan unless and until the Company’s stockholders
shall have approved the Plan and the Performance Goals as required by Section 162(m) of
the Code.


 


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XI.           AMENDMENT OF THE PLAN


 


The
Compensation Committee shall have the right to amend the Plan from time to time
or to repeal it entirely or to direct the discontinuance of awards either
temporarily or permanently; provided,
however, that no amendment of the Plan that changes the maximum
award payable to any Participant as set forth in Section VI, or materially
amends the definition of Performance Goals under Section V, shall be
effective before approval by the affirmative vote of a majority of shares
voting at a meeting of the shareholders of the Company.


 


XII.         RIGHTS OF PLAN PARTICIPANTS


 


Neither
the Plan, nor the adoption or operation of the Plan, nor any documents
describing or referring to the Plan (or any part hereof) shall confer upon any
Participant any right to continue in the employ of the Company or shall interfere
with or restrict in any way the rights of the Company, which are hereby
expressly reserved, to discharge any Participant at any time for any reason
whatsoever, with or without cause.


 


No
individual to whom an award has been made or any other party shall have any
interest in the cash or any other asset of the Company prior to such amount
being paid.


 


No
right or interest of any Participant shall be assignable or transferable, or
subject to any claims of any creditor or subject to any lien.


 


XIII.        MISCELLANEOUS


 


The
Company shall deduct all federal, state and local taxes required by law or
Company policy from any award paid hereunder.


 


In no
event shall the Company be obligated to pay to any Participant an award for any
period by reason of the Company’s payment of an award to such Participant in
any other period, or by reason of the Company’s payment of an award to any
other Participant or Participants in such period or in any other period.  Nothing contained in this Plan shall confer
upon any person any claim or right to any payments hereunder.  Such payments shall be made at the sole
discretion of the Committee.


 


The
Plan shall be unfunded.  Amounts payable
under the Plan are not and will not be transferred into a trust or otherwise
set aside.  The Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure the payment of any award under the Plan.  Any accounts under the Plan are for
bookkeeping purposes only and do not represent a claim against the specific
assets of the Company.


 


It is
the intent of the Company that the Plan and awards made hereunder shall satisfy
and shall be interpreted in a manner that satisfies any applicable requirements
as performance-based compensation within the meaning of Section 162(m) of
the Code.  Any provision, application or
interpretation of the Plan that is inconsistent with this intent to satisfy the
standards in Section 162(m) of the Code shall be disregarded.


 


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Any
provision of the Plan that is prohibited or unenforceable shall be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of the Plan.


 


The
Plan and the rights and obligations of the parties to the Plan shall be
governed by, and construed and interpreted in accordance with, the law of the
State of Delaware (without regard to principles of conflicts of law).


 


XIV.        SECTION 409A COMPLIANCE


 


Payments
under this Plan are intended to be exempt from the provisions of Code Section 409A;
provided however, that if any amounts under this Plan are subject to Code Section 409A,
then the Plan shall be administered in compliance with Code Section 409A
and shall be interpreted, to the extent possible, to comply with Code Section 409A.  The Plan shall not be adjusted, amended or
suspended in a way that results in a violation of Code Section 409A or any
other provisions of applicable law.  Any
such adjustment, amendment or suspension shall be null and void.  To the extent subject to Code Section 409A,
then payments made by the Company will payable at a specified time or pursuant
to a fixed schedule within the meaning of Treas. Reg. §1.409A-3(i)(1)(iv).  Notwithstanding any other provision of this
Plan to the contrary, neither the time nor the schedule of any payment under
this Plan may be accelerated or subject to a further deferral except as
provided in Treas. Reg. §1.409A-3(j)(4). 
Payment under this Plan may be delayed only in accordance with the
regulations issued pursuant to Code Section 409A.


 


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Adopted by Accuride Corporation on February 25,
2009.


 


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