Exhibit
10.2


 


ACCURIDE
CORPORATION


STOCK
APPRECIATION RIGHTS AWARD AGREEMENT


ACCURIDE
CORPORATION 2005 INCENTIVE AWARD PLAN


 


	
  Name:

  	
   

  	
  Grant: ______ Stock Appreciation Rights

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Base Price:

  
	
   

  	
   

  	
   

  
	
  Taxpayer

  	
   

  	
   

  
	
  Identification Number:

  	
   

  	
  Grant Date:

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


Effective on the Grant
Date, you have been granted the number of Stock Appreciation Rights set forth
above.  Each Stock Appreciation Right
entitles you to the positive difference, if any, between the Base Price designated
above, which shall not be less than the Fair Market Value of a share of
Accuride Corporation (the “Company”) Stock on the Grant Date, and the Fair
Market Value of a share of Stock on the date of exercise (the “Spread”), in
accordance with the provisions of this Agreement and the Accuride Corporation
2005 Incentive Award Plan (the “Plan”). 
Upon exercise, the Spread for each Stock Appreciation Right will be paid
in whole shares of Stock with a Fair Market Value equal to the Spread, with any
remainder paid in cash, or in cash.


 


You may only exercise a
Stock Appreciation Right once it is vested. The Stock Appreciation Rights will
vest and no longer be subject to forfeiture as follows:


 


·                  100% of the
Stock Appreciation Rights will vest on the fourth December 31st following the Grant Date.


 


·                  Notwithstanding
the foregoing, certain portions of the Stock Appreciation Rights will vest
according to the following schedule if and only if the performance goals
determined by the Committee and set forth on Exhibit A for such year are
attained:


 


·                  25% of the Stock
Appreciation Rights will vest on December 31st of the year of the Grant Date;


 


·                  25% of the Stock
Appreciation Rights will vest on the next successive December 31st; and


 


·                  25% of the Stock
Appreciation Rights will vest on the next successive December 31st.


 


·                  If the
performance goals for any year are not met, the Stock Appreciation Rights
scheduled to


 









 



 


vest in such year will vest on the fourth December 31st following the Grant Date.


 


·                  Notwithstanding the
foregoing, the Stock Appreciation Rights 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
have been granted 1,000 Stock Appreciation Rights. Assume further that the date
of your Permitted Retirement is 24 months after the Grant Date.  You will have a vested interest in 500 Stock
Appreciation Rights (24/48ths of 1,000). 
If you met the performance goals set forth above in each of the two
years, you will not be entitled to any additional vested Stock Appreciation
Rights on your Permitted Retirement, because you already would have a vested
interest in 500 Stock Appreciation Rights. 
If you did not meet the performance goals, you will be vested in 500
Stock Appreciation Rights upon 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 Stock
Appreciation Rights 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” (as defined below) or by mutual agreement (“Termination
of Service”), all unvested Stock Appreciation Rights 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.


 


Once vested, Stock
Appreciation Rights may be exercised in whole or any part, at any time;
provided, however, vested Stock Appreciation Rights must be exercised, if at
all, prior to the earlier of:


 


(a)          one year following your Termination of
Service with the Company by reason of death, Disability or Permitted
Retirement;


 


(b)         90 days following your
Termination of Service for any reason other than death, Disability or Permitted
Retirement; for this purpose your last day of active employment or service will
be deemed to occur on the date of the closing of the sale of all or
substantially all of the stock or assets of a Subsidiary for which you are
employed at the time of the transaction;


 


(c)          the opening of business
on the date of your Termination of Service by the Company for Cause; or


 


(d)         the tenth anniversary of
the Grant Date.


 


Any vested Stock
Appreciation Rights that are not exercised prior to any of the events set forth
above shall terminate and no longer be exercisable.  “Cause” means termination of your employment
by reason of (i) your willful and continued failure to perform your duties with
respect to the Company or its


 



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Subsidiaries which
continues beyond ten days after a written demand for substantial performance is
delivered to you by the Company, or (ii) your conduct involving (x) dishonesty
or breach of trust in connection with your employment, or (y) conduct which
would be reasonable basis for your indictment for a felony or for a misdemeanor
involving moral turpitude.


 


The Stock Appreciation
Right will be deemed exercised upon receipt of the Exercise Notice attached as
Exhibit B.  The Spread shall be
determined by the Fair Market Value of Stock on the date the Exercise Notice is
received by the Company.


 


The Stock Appreciation
Right 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 Stock Appreciation Right may be transferable by will or the laws
of descent and distribution.


 


Until Stock is issued
upon settlement of the Stock Appreciation Rights, you will not be deemed for
any purpose to be, or have rights as, a Company shareholder.  In addition, no Dividend Equivalents will be
payable with respect to the Stock Appreciation Rights.


 


If
you engage in any “Prohibited Activity,” any unvested Stock Appreciation Rights
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 Stock Appreciation Rights awarded pursuant
to this Agreement, you must pay to the Company an amount equal to your “SAR
Gain.”  Your “SAR 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
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.


 



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·                  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 exercise of any vested Stock Appreciation
Rights.  You may satisfy your tax
obligation, in whole or in part, by either: 
(i) electing to have the Company withhold shares of Stock otherwise to
be delivered with a Fair Market Value equal to the minimum amount of the tax
withholding obligation, (ii) surrendering to the Company previously owned
shares of Stock with a Fair Market Value equal to the minimum amount of the tax
withholding obligation, (iii) withholding from other cash 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.


 


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 Stock Appreciation Rights is not
subject to Section 409A because the award meets the stock appreciation
rights exception to Section 409A. 
In order to ensure this exception applies: (1) compensation payable
under any Stock Appreciation Right granted hereunder shall not, under any
circumstances, be greater than the difference between the Fair Market Value of
the Stock on the Grant Date and the Fair Market Value of the Stock on the date
the Stock Appreciation Right is exercised; (2) the Stock Appreciation Right
exercise price may never be less than the Fair Market Value of the Stock on the
Grant Date for such Stock Appreciation Right; and (3) no Stock Appreciation
Right granted hereunder does or will include any feature for the further
deferral of compensation other than the deferral of recognition of income until
the exercise of the Stock Appreciation Right. 
Under no circumstances may the time or schedule of receipt of Stock in
settlement for any Stock Appreciation Right be accelerated or subject to a
further deferral except as otherwise permitted or required pursuant to
regulations and other guidance issued pursuant to Section 409A.  If it is at any point determined that the
Stock Appreciation Rights awarded hereunder are subject to Section 409A, 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.


 


The Stock Appreciation
Rights are 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 the Stock
Appreciation Rights hereunder is a one-time benefit and does not create any
contractual or other right to receive


 



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additional stock
appreciation rights or other benefits in lieu of stock appreciation rights in
the future.  Future awards of stock
appreciation rights, if any, will be at the sole discretion of the Company,
including, but not limited to, the timing of the award, the number of shares
subject to such award and vesting provisions. 
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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EXHIBIT
A


Performance Goals


Unless
otherwise determined by the Compensation Committee of the Board of Directors,
the annual performance goal for each year shall be based on achievement of the Target
EBITDA goal set forth in the applicable AICP documentation for such year.



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EXHIBIT
B


EXERCISE
NOTICE 


STOCK
APPRECIATION RIGHTS


Compensation
Committee


Accuride
Corporation


Attn:                                                       


The undersigned
individual hereby elects to exercise _________ vested Stock Appreciation Rights
pursuant to the Accuride 2005 Incentive Award Plan and the Stock Appreciation
Rights Agreement dated _________ __, ____ (the “Grant Date”).


I acknowledge that
payment for the Stock Appreciation Rights will be made in accordance with the
terms set forth in the Stock Appreciation Rights Agreement, less any legally
required withholdings.


Name:                                                                                                     


Address:                                                                                                


Taxpayer
Identification Number:                                                       


Date:                                                                                                                     


Signature:                                                                                                                          


Received by Accuride Corporation this ___ day of ____________,
____.


By:                                                                                                          


Its:                                                                                                          


 



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