Exhibit
10.1


 


ACCURIDE
CORPORATION


RESTRICTED
STOCK UNIT AWARD AGREEMENT


ACCURIDE
CORPORATION 2005 INCENTIVE AWARD PLAN


 


	
  Name:

  	
   

  	
  Grant: ______ Restricted Stock Units

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grant Date:

  
	
   

  	
   

  	
   

  
	
  Taxpayer

  	
   

  	
   

  
	
  Identification Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


Effective on the Grant
Date, you have been granted the number of Restricted Stock Units indicated
above, which entitles you to receive [___] shares of common stock (the “Stock”)
of Accuride Corporation (the “Company”) in accordance with the provisions of
this Agreement and the provisions of the Accuride Corporation 2005 Incentive
Award Plan (the “Plan”).


 


The Restricted Stock
Units will fully vest and no longer be subject to the restrictions of and
forfeiture under this Agreement as follows:


·                  10% of the Restricted Stock
Units will vest on December 31st of year of
the Grant Date;


 


·                  An additional 20% of the
Restricted Stock Units will vest on the next successive December 31st;


 


·                  An additional 30% of the
Restricted Stock Units will vest on the next successive December 31st; and


 


·                  The final 40% of the
Restricted Stock Units will vest on the next successive December 31st.


 


·                  Notwithstanding the
foregoing, the Restricted Stock Units will vest on a pro rata basis as of your
“Permitted Retirement” (as defined below), Disability or death, based on the
number of full months of service that have elapsed from the Grant Date to the
date of your Permitted Retirement, Disability or death, as compared to 48
months.  For example, assume that you are
granted 1,000 Restricted Stock Units. 
Assume further that the date of your Permitted Retirement is 24 months
after the Grant Date.  On the date of
your Permitted Retirement, you will have a vested interest in 500 Restricted
Stock Units (24/48ths of 1,000).  Since
you already will have vested in 300 Restricted Stock Units based on the vesting
schedule set forth above, you will vest in 200 additional Restricted Stock
Units on the date of your Permitted Retirement. 
“Permitted Retirement” means your Termination of service at (i) age 55
or over after having served the Company for at least ten years, or (ii) after
your 65th birthday and other than by reason of termination for Cause, death or
Disability.


 


·                  Any unvested Restricted
Stock Units will vest upon a Change of Control.


 


In the event of the termination of your
employment or service for any reason, whether such termination









 



 


is occasioned by you, by the Company or any
of its Subsidiaries, with or without cause or by mutual agreement (“Termination
of Service”), your right to receive and/or vest in any additional Restricted
Stock Units under the Plan, if any, will terminate and any unvested Restricted
Stock Units will be forfeited effective as of the earlier of: (i) the date that
you give or are provided with written notice of Termination of Service, or (ii)
if you are an employee of the Company or any of its Subsidiaries, the date that
you are no longer actively employed and physically present on the premises of
the Company or any of its Subsidiaries, regardless of any notice period or
period of pay in lieu of such notice required under any applicable statute or
the common law.


 


In accordance with the Plan, as of the “Maturity
Date” for a particular Restricted Stock Unit, the Company shall transfer to you
one unrestricted, fully transferable share of Stock in exchange for that
Restricted Stock Unit, subject to the deferral provisions described below.  The “Maturity Date” for a particular
Restricted Stock Unit shall be the date on which such Restricted Stock Unit
vests.


 


The Restricted Stock
Units or any interest or right therein or part thereof shall not be subject to
disposition by transfer, alienation, anticipation, pledge, hypothecation,
encumbrance, assignment or any other means, whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided the Restricted Stock Units may be transferable by will or the laws of
descent and distribution.


 


The Stock subject to the
Restricted Stock Units will be delivered upon vesting in settlement of the
Restricted Stock Units.  Until Stock is
issued in settlement of the Restricted Stock Units, you will not be deemed for
any purpose to be, or have rights as, a Company shareholder or receive Dividend
Equivalents with respect to shares of Stock by virtue of this Award.  You are not entitled to vote any shares of
Stock by virtue of this Award.


 


If you engage in any
“Prohibited Activity,” any unvested Restricted Stock Units will be
forfeited.  In addition, if you engage in
any Prohibited Activity within 24 months of the day on which you received Stock
in settlement of any Restricted Stock Units awarded pursuant to this Agreement,
you must pay to the Company an amount equal to your “RSU Gain.”  Your “RSU Gain” is equal to the sum of
(a) the gross sales proceeds of any such Stock that was previously sold
plus (b) the closing market price per share of the Stock on the date it
was distributed to you for any share of Stock which has not been sold.


 


For purposes of this
Agreement, the term “Prohibited Activity” shall mean and include each of the
following:


 


·                  The violation of
any provision included in any agreement entered into between you and the
Company pursuant to which you agree to refrain from soliciting any customers of
the Company or any entities engaged in the commercial vehicle component
industry with which the Company has contracts at the time.


 


·                  The violation of
any provision included in any agreement entered into between you and the
Company pursuant to which you agree to refrain from soliciting or attempting to
solicit away from the Company any officer, employee or agent of the Company.


 


·                  The violation of
any confidentiality, proprietary information, or non-disclosure provisions
included in any agreement entered into between you and the Company.


 


·                  The violation of
any agreement entered into between you and the Company pursuant to which you
agree not to compete in any way with the Company.


 


·                  The violation of
any provision included in any agreement entered into between you and the


 



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                        Company pursuant to which you
agree to assign to the Company all rights to any copyrightable or patentable
work you invent, improve or otherwise work on using the Company’s resources
during your employment with the Company.


 


·                  If you are a
party to any severance, retention or change in control agreement or program,
and you engage in any activity which would constitute a violation of any
non-competition, non-solicitation, confidentiality, proprietary information, or
non-disclosure provision included in said agreement or program, you will be
deemed to have engaged in a Prohibited Activity even if a change in control (as
defined in said agreement or program) has not occurred.


 


The Company has the
authority to deduct or withhold, or require you to remit to the Company, an
amount sufficient to satisfy applicable federal, state, local and foreign taxes
(including FICA obligations) required by law to be withheld with respect to any
taxable event arising from the receipt of the Stock upon settlement of the
Restricted Stock Unit Award.  You may
satisfy your tax obligation, in whole or in part, by either: (i) electing to
have the Company withhold Stock otherwise to be delivered with a Fair Market
Value equal to the minimum amount of the tax withholding obligation; or
(ii) surrendering to the Company previously owned Stock with a Fair Market
Value equal to the minimum amount of the tax withholding obligation, (iii)
withholding from other compensation or (iv) paying the amount of the tax
withholding obligation directly to the Company in cash provided, however, that
if the tax obligation arises during a period in which you are prohibited from
trading under any policy of the Company or by reason of the Exchange Act, then
the tax withholding obligation shall automatically be satisfied in accordance
with subsection (i) of this paragraph.


 


If the Company reasonably
anticipates that the value of any Stock to be delivered to you pursuant to this
Agreement, when combined with all other payments received during the year that
are subject to the limitations on deductibility under Section 162(m) of
the Code, will exceed the limitations on deductibility set forth in Section
162(m), the delivery of all or a portion of such Stock shall automatically be
deferred to the next succeeding calendar year in which the Company reasonably
anticipates the deduction of the payment amount will not be limited or
eliminated by the application of  Section
162(m), but only to the extent necessary to avoid exceeding the limitations of
Section 162(m).  Such deferred Stock
shall be delivered no later than the 60th day after the end of such calendar
year, provided that such delivery, when combined with any other payment subject
to the Section 162(m) limitations received during the year, does not
exceed the limitations on deductibility under Section 162(m) of the Code.  The deferrals shall continue until the full
amounts may be paid without violating the provisions of Section 162(m).


 


Section 409A of the
Code imposes a number of requirements on “non-qualified deferred
compensation plans and arrangements.” 
Based on regulations proposed by the Internal Revenue Service, the
Company has concluded that this award of Restricted Stock Units is subject to
Section 409A.  The Company also has
concluded, however, that since Stock will be issued in settlement of Restricted
Stock Units as soon as the Restricted Stock Units vest, the award of the
Restricted Stock Units qualifies for the short-term deferral exception to
Section 409A.  In order to ensure
compliance with the short-term deferral exception, once the Restricted Stock
Units vest, the Company shall issue Stock in settlement of the Restricted Stock
Units as soon as possible thereafter and in any event by March 15 of the
year following the year in which the Restricted Stock Units vest.  If it is administratively impracticable to
issue Stock in exchange for the vested Restricted Stock Units by the relevant
March 15 and such impracticability was unforeseeable as of the date of
this Agreement, the Stock shall be issued as soon as reasonably practicable
following the applicable March 15. 
Under no circumstances may the time or schedule of receipt of Stock in
settlement for Restricted Stock Units be accelerated or subject to a further
deferral


 



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except as otherwise
permitted or required pursuant to regulations and other guidance issued
pursuant to Section 409A.  You do
not have any right to make any election regarding the time or form of any
payment.  This Agreement and the Plan
shall be operated in compliance with Section 409A and each provision of
this Agreement and the Plan shall be interpreted, to the extent possible, to
comply with Section 409A.


 


Nothing in the Plan or
this Agreement shall be interpreted to interfere with or limit in any way the
right of the Company or any Subsidiary to terminate your employment or services
at any time.  In addition, nothing in the
Plan or this Agreement shall be interpreted to confer upon you the right to
continue in the employ or service of the Company or any Subsidiary.


 


This Restricted Stock
Unit Award is granted under and governed by the terms and conditions of the
Plan.  You acknowledge and agree that the
Plan is discretionary in nature and may be amended, cancelled, or terminated by
the Company, in its sole discretion, at any time.  The grant of a Restricted Stock Unit Award
under the Plan is a one-time benefit and does not create any contractual or
other right to receive an award of Restricted Stock Units or benefits in lieu
of Restricted Stock Units in the future. 
Future awards of Restricted Stock Units, if any, will be at the sole discretion
of the Company, including, but not limited to, the timing of the award, the
number of Units and vesting provisions. 
The Plan has been introduced voluntarily by the Company and in
accordance with the provisions of the Plan may be terminated by the Company at
any time.  By execution of this
Agreement, you consent to the provisions of the Plan and this Agreement.  Capitalized terms used herein shall have the
meaning set forth in the Plan, unless otherwise defined herein. 


 


	
  COMPANY: 

  
	
   

  
	
  ACCURIDE CORPORATION

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 



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