Exhibit 10.2


 


ACCURIDE CORPORATION


 


RESTRICTED STOCK AWARD AGREEMENT


 


	
  Name:

  	
  [NAME]

  	
   

  	
  Accuride Corporation 2005 Incentive Award Plan

  
	
   

  	
   

  	
   

  	
  (As Amended and Restated)

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Grant: 

  	
   [                ]
  shares of Common Stock (the “Restricted Stock”)

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
  Grant Date:
  [                          ]

  



 


Effective
on the Grant Date you have been granted the number of shares of Restricted
Stock set forth above in accordance with the provisions of the Accuride
Corporation 2005 Incentive Award Plan (As Amended and Restated) (the “Plan”)
and subject to the restrictions, terms and conditions set forth in this
Restricted Stock Award Agreement (“Agreement”). 
Defined terms used herein shall have the meaning set forth in the Plan,
unless otherwise defined in this Agreement.


 


Until
vested the Restricted Stock shall be subject to the forfeiture and transfer
restrictions contained in this Agreement. 
The Restricted Stock will fully vest and no longer be subject to the
restrictions of and forfeiture under this Agreement provided that:


 


[VESTING
CONDITIONS].


 


In the event of the termination of your
employment with the Company for any reason, whether such termination is
occasioned by you, by the Company, with or without cause or by mutual agreement
prior to the date you are vested in the Restricted Stock, then your right to
vest in the Restricted Stock, if any, will terminate and all shares of the
Restricted Stock shall be forfeited and cancelled.


 


Prior
to vesting the Restricted Stock 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 may be
transferable by will or the laws of descent and distribution.


 


The
Company shall cause the Restricted Stock to be issued and a stock certificate
or certificates representing the Restricted Stock to be registered in the name
of the Restricted Stockholder or held in book entry form promptly upon
execution of this Agreement, but if a stock certificate or certificates is
issued, it shall be delivered to, and held in custody by, the Company until the
applicable restrictions lapse at the times specified above, or such Restricted
Stock is forfeited.  If issued, each such
certificate will bear the following legend:


 


The shares of stock represented by this certificate are
subject to forfeiture and the transferability of this certificate and the
shares of stock represented hereby are subject to the restrictions, terms and
conditions (including restrictions against transfer) contained in  the 


 

















 


Accuride Corporation 2005 Incentive Award Plan (As Amended
and Restated) and a Restricted Stock Award Agreement dated [GRANT DATE],
entered into between the registered owner of such shares and Accuride
Corporation.  A copy of the Agreement is
on file in the office of the Secretary of Accuride Corporation, 7140 Office
Circle, Evansville, Indiana 47715.


 


You
will receive all dividends paid on and will be entitled to vote the Restricted
Stock.  Following the vesting of any of
your Restricted Stock, the Company will cause to be issued and delivered to you
certificates evidencing such Restricted Stock, free of the legend provided
above, or cause such shares to be entered in book entry form with the Company’s
transfer agent.


 


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 arising from this Restricted Stock Award.  You may satisfy your tax obligation, in whole
or in part, as follows:


 


(a) if
you make an election under Section 83(b) of the Code to be taxed on
the Restricted Stock as of the Grant Date, then you must satisfy all
withholding obligations in a cash payment to the Company in the amount of such
required withholding;


 


(b) if
you are taxed on the Restricted Stock at vesting, then you may (I) elect
to have the Company withhold shares of your Restricted Stock otherwise to be
delivered with a fair market value equal to the minimum amount of the tax
withholding obligation; (II) surrender to the Company previously owned
shares of Stock with a fair market value equal to the minimum amount of the tax
withholding obligation, or (III) pay in cash to the Company an amount
equal to the required withholding; provided, however, that if the Restricted
Stock vests 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.


 


This
Restricted Stock 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
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 or benefits in lieu of
Restricted Stock in the future.  Future
awards of Restricted Stock, 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, or 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.  


 


 


	
  COMPANY:

  	
   

  
	
  ACCURIDE
  CORPORATION

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: