Exhibit 10.1


 


ACCURIDE CORPORATION


2005 INCENTIVE AWARD PLAN


(AS AMENDED AND RESTATED)


 


ARTICLE 1


 


PURPOSE


 


The purpose of the
Accuride Corporation 2005 Incentive Award Plan (the “Plan”) is to
promote the success and enhance the value of Accuride Corporation, a Delaware
corporation (the “Company”) by linking the personal interests of
Directors, Employees, and Consultants to those of Company stockholders and by
providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of Directors, Employees, and Consultants upon whose judgment,
interest, and special effort the successful conduct of the Company’s and its
Subsidiaries’ operations are largely dependent. 
The Plan was originally adopted on April 14, 2005 and amended and
restated on June 14, 2007.  The Plan
is hereby amended and restated effective September 22, 2008.


 


ARTICLE 2


 


DEFINITIONS
AND CONSTRUCTION


 


Wherever the following
terms are used in the Plan they shall have the meanings specified below, unless
the context clearly indicates otherwise. 
The singular pronoun shall include the plural where the context so indicates.


 


2.1           “Award” means an Option, Restricted Stock,
Stock Appreciation Right, Performance Share, Performance Stock Unit,
Performance Award, Dividend Equivalent, Stock Payment, Deferred Stock,
Restricted Stock Unit or a Performance-Based Award granted to a Participant
pursuant to the Plan.


 


2.2           “Award Agreement” means any written agreement,
contract, or other instrument or document evidencing an Award, including
through electronic medium.


 


2.3           “Board” means the Board of Directors of the
Company.


 


2.4           “Change of Control” means and includes each of
the following:


 


(a)           A transaction or series of transactions
(other than an offering of Stock to the general public through a registration
statement filed with the Securities and Exchange Commission) whereby any “person”
or related “group” of “persons” (as such terms are used in Sections 13(d) and
14(d)(2) of the Exchange Act) (other than the Company, any of its
subsidiaries, an employee benefit plan maintained by the Company or any of its
subsidiaries or a “person” that, prior to such transaction, directly or
indirectly controls, is controlled by, or is under common control with, the
Company) directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act) of securities of the Company
possessing more than 35% of the total combined voting power of the Company’s
securities outstanding immediately after such acquisition; or


 


(b)           During any period of two consecutive
years, individuals who, at the beginning of such period, constitute the Board
together with any new director(s) (other than a director designated by a
person who shall have entered into an agreement with the Company to effect a
transaction described in Section 2.4(a) or Section 2.4(c)) whose
election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of a majority of the directors then still in office who
either were directors at the beginning of the two year period or whose election
or nomination for election was previously so approved, cease for any reason to
constitute a majority thereof; or


 


(c)           The consummation by the Company (whether
directly involving the Company or indirectly involving the Company through one
or more intermediaries) of (x) a merger, consolidation, reorganization, or
business 


 

















 


combination or (y) a
sale or other disposition of all or substantially all of the Company’s assets
in any single transaction or series of related transactions or (z) the
acquisition of assets or stock of another entity, in each case other than a
transaction:


 


(i)            Which results in the Company’s voting
securities outstanding immediately before the transaction continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or indirectly,
all or substantially all of the Company’s assets or otherwise succeeds to the
business of the Company (the Company or such person, the “Successor Entity”))
directly or indirectly, at least a majority of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after the
transaction, and


 


(ii)           After which no person or group beneficially owns
voting securities representing 50% or more of the combined voting power of the
Successor Entity; provided, however,
that no person or group shall be treated for purposes of this Section 2.4(c)(ii) as
beneficially owning 50% or more of combined voting power of the Successor
Entity solely as a result of the voting power held in the Company prior to the
consummation of the transaction; or


 


(d)           The Company’s stockholders approve a
liquidation or dissolution of the Company.


 


The Committee shall determine whether a Change in
Control of the Company has occurred under the above definition, and the date of
the occurrence of such Change in Control and any incidental matters relating
thereto.


 


2.5           “Code” means the Internal Revenue Code of 1986,
as amended.


 


2.6           “Committee” means the committee of the Board
described in Article 12.


 


2.7           “Consultant” means any consultant or adviser
if:


 


(a)           The consultant or adviser renders bona
fide services to the Company;


 


(b)           The services rendered by the consultant
or adviser are not in connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and


 


(c)           The consultant or adviser is a natural
person who has contracted directly with the Company to render such services.


 


2.8           “Covered Employee” means an Employee who is, or
could be, a “covered employee” within the meaning of Section 162(m) of
the Code.


 


2.9           “Deferred Stock” means a right to receive a
specified number of shares of Stock during specified time periods pursuant to Article 8.6.


 


2.10 “Director”
means a member of the Board, or as applicable, a member of the board of
directors of a Subsidiary.


 


2.11 “Disability”  means that the Participant qualifies to receive long-term
disability payments under the Company’s long-term disability insurance program,
as it may be amended from time to time.


 


2.12 “Dividend
Equivalents” means a right granted to a Participant pursuant to Article 8
to receive the equivalent value (in cash or Stock) of dividends paid on Stock.


 


2.13 “Effective
Date” shall have the meaning set forth in Section 13.1.


 


2.14 “Eligible
Individual” means any person who is an Employee, Consultant, or Director,
as determined by the Committee.


 


2.15 “Employee”
means any officer or other employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Subsidiary.


 


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2.16 “Equity
Restructuring” shall mean a nonreciprocal transaction between the company
and its stockholders, such as a stock dividend, stock split, spin-off, rights
offering or recapitalization through a large, nonrecurring cash dividend, that
affects the shares of Stock (or other securities of the Company) or the share
price of Stock (or other securities) and causes a change in the per share value
of the Stock underlying outstanding Awards.


 


2.17 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


2.18 “Fair
Market Value” means, as of any given date, (i) if Stock is traded on
an exchange, the closing price of a share of Stock as reported in the Wall Street Journal on such date, or if the Stock is not
traded on such date, then the first date immediately preceding such date on
which the Stock was traded; or (ii) if Stock is not traded on an exchange
but is quoted on a national market or other quotation system, the last sales
price for the Stock on such date, or if the Stock is not traded on such date,
then the date immediately prior to such date on which sales prices are reported
by a national market or such other quotation system; or (iii) if the Stock
is not publicly traded, the fair market value established by the Committee
acting in good faith.


 


2.19 “Full
Value Award” means any Award other than an Option or other Award for which
the Participant pays the intrinsic value (whether directly or by forgoing a
right to receive a payment from the Company).


 


2.20 “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.


 


2.21 “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any
successor definition adopted by the Board.


 


2.22 “Non-Qualified
Stock Option” means an Option that is not intended to be an Incentive Stock
Option.


 


2.23 “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during
specified time periods.  An Option may be
either an Incentive Stock Option or a Non-Qualified Stock Option.


 


2.24 “Participant”
means an Eligible Individual who has been granted an Award pursuant to the
Plan.


 


2.25 “Performance
Award” means a right granted to a Participant pursuant to Article 8,
to receive a cash payment contingent upon achieving certain performance goals
established by the Committee.


 


2.26 “Performance-Based
Award” means an Award granted to selected Covered Employees pursuant to
Articles 6 and 8, but which is subject to the terms and conditions set forth in
Article 9.


 


2.27 “Performance
Criteria” means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period.  The Performance
Criteria that will be used to establish Performance Goals are limited to the
following:  net earnings (either before
or after interest, taxes, depreciation and amortization), economic value-added
(as determined by the Committee), sales or revenue, net income (either before
or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), cash flow return on capital, return on
net assets, return on stockholders’ equity, return on assets, return on
capital, stockholder returns, return on sales, gross or net profit margin,
productivity, expense, margins, operating efficiency, customer satisfaction,
working capital, earnings per share, price per share of Stock, and market
share, 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.  The Committee shall define in an objective
fashion the manner of calculating the Performance Criteria it selects to use
for such Performance Period for such Participant.


 


2.28 “Performance
Goals” means, for a Performance Period, the goals established in writing by
the Committee for the Performance Period based upon the Performance
Criteria.  Depending on the Performance
Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a
division, business unit, or an individual. 
The Committee, in its discretion, may, within the time prescribed by Section 162(m) of
the Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the
rights of Participants (a) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event, or development, or
(b) in recognition of, or in anticipation of, any other unusual or 


 


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nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.


 


2.29 “Performance
Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment
of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance-Based
Award.


 


2.30 “Performance
Share” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance based targets established by the
Committee.


 


2.31 “Performance
Stock Unit” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance based targets established by the
Committee.


 


2.32 “Plan”
means this Accuride Corporation Incentive Award Plan, as it may be amended from
time to time.


 


2.33 “Qualified
Performance-Based Compensation” means any compensation that is intended to
qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of
the Code.


 


2.34 “Restatement
Effective Date” means the date this Amended and Restated Plan is approved
by stockholders in accordance with Section 13.1.


 


2.35 “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that
is subject to certain restrictions and may be subject to risk of forfeiture.


 


2.36 “Restricted
Stock Unit” means an Award granted pursuant to Section 8.6.


 


2.37 “Stock”
means the common stock of the Company, par value $0.01 per share, and such
other securities of the Company that may be substituted for Stock pursuant to Article 11.


 


2.38 “Stock Appreciation Right” or “SAR”
means a right granted pursuant to Article 7 to receive a payment equal to
the excess of the Fair Market Value of a specified number of shares of Stock on
the date the SAR is exercised over the Fair Market Value on the date the SAR
was granted as set forth in the applicable Award Agreement.


 


2.39 “Stock
Payment” means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus,
deferred compensation or other arrangement, made in lieu of all or any portion
of the compensation, granted pursuant to Article 8.


 


2.40 “Subsidiary”
means any corporation or other entity of which a majority of the outstanding
voting stock or voting power is beneficially owned directly or indirectly by
the Company.


 


ARTICLE 3


 


SHARES
SUBJECT TO THE PLAN


 


3.1           Number of Shares.


 


(a)           Subject to Article 11 and Section 3.1(b),
the aggregate number of shares of Stock which may be issued or transferred
pursuant to Awards under the Plan shall be 3,633,988 shares.  The maximum number of shares of Stock that
may be delivered upon exercise of Incentive Stock Options shall be 3,633,988.


 


(b)           Notwithstanding Section 3.1(a): (i) the
Committee may adopt reasonable counting procedures to ensure appropriate
counting, avoid double counting (as, for example, in the case of tandem or
substitute awards), and make adjustments if the number of shares of Stock
actually delivered differs from the number of shares previously counted in
connection with an Award; (ii) shares of Stock that are potentially deliverable
under any Award that expires or is canceled, forfeited, settled in cash or
otherwise terminated without a delivery of such shares to the Participant will not
be counted as delivered under the Plan; (iii) shares of Stock that have
been issued in connection with any Award (e.g., Restricted Stock) 


 


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that is canceled,
forfeited, or settled in cash such that those shares are returned to the
Company will again be available for Awards; and (iv) shares of Stock
withheld in payment of the exercise price or taxes relating to any Award and
shares equal to the number surrendered in payment of any exercise price or
taxes relating to any Award shall be deemed to constitute shares not delivered
to the Participant and shall be deemed to be available for Awards under the
Plan; provided, however, that, no
shares shall become available pursuant to this Section 3.1(b) to the
extent that (x) the transaction resulting in the return of shares occurs
more than ten years after the date of the most recent shareholder approval of
the Plan, or (y) such return of shares would constitute a “material
revision” of the Plan subject to stockholder approval under then applicable rules of
any stock exchange or any quotation system. 
In addition, in the case of any Award granted in substitution for an
award of a company or business acquired by the Company or a subsidiary or
affiliate, shares of Stock issued or issuable in connection with such
substitute Award shall not be counted against the number of shares reserved
under the Plan, but shall be available under the Plan by virtue of the Company’s
assumption of the plan or arrangement of the acquired company or business. This
Section 3.1 shall apply to the share limit imposed to conform to the
regulations promulgated under the Code with respect to Incentive Stock Options
only to the extent consistent with applicable regulations relating to Incentive
Stock Options under the Code.  Because
shares will count against the number reserved in Section 3.1 upon
delivery, the Committee may, subject to the share counting rules under
this Section 3.1, determine that Awards may be outstanding that relate to
a greater number of shares than the aggregate remaining available under the
Plan, so long as Awards will not result in delivery and vesting of shares in
excess of the number then available under the Plan.  The payment of Dividend Equivalents in cash
in conjunction with any outstanding Awards shall not be counted against the
shares available for issuance under the Plan.


 


3.2           Stock Distributed. 
Any Stock distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Stock, treasury Stock or Stock purchased on
the open market.


 


3.3           Limitation on
Number of Shares Subject to Awards and Limit on Performance Awards.  Notwithstanding any provision in the Plan to the
contrary, and subject to Article 11, the maximum number of shares of Stock
with respect to one or more Awards that may be granted to any one Participant
during any twelve-month period (measured from the date of any grant) shall be
500,000 and the maximum amount that may be paid in cash as a Performance Award
that is intended to be a Performance Based Award shall not exceed
$1,000,000.  In addition, no more than
one-half of the shares of Stock available for issuance pursuant to Awards under
Section 3.1(a) may be issued in the form of Full Value Awards.


 


ARTICLE 4


 


ELIGIBILITY
AND PARTICIPATION


 


4.1           Eligibility.


 


(a)           General.  Persons
eligible to participate in this Plan include Employees, Consultants, and all
Directors, as determined by the Committee.


 


(b)           Foreign Participants. 
Notwithstanding any provision of the Plan to the contrary, in order to
comply with the laws in other countries in which the Company and its
Subsidiaries operate or in which Eligible Individuals reside, the Committee, in
its sole discretion, shall have the power and authority to:


 


(i)            Determine which Subsidiaries shall be
covered by the Plan;


 


(ii)           Determine which Eligible Individuals outside the
Unites States are eligible to participate in the Plan;


 


(iii)          Modify the terms and conditions of any Award granted
to Eligible Individuals outside the United States to comply with applicable
foreign laws;


 


(iv)          Establish subplans and modify exercise procedures and
other terms and procedures, to the extent such actions may be necessary or
advisable (any such subplans and/or modifications shall be attached to this
Plan as appendices); provided, however,
that no such subplans and/or modifications shall increase the share limitations
contained in Sections 3.1 and 3.3 of the Plan; and


 


(v)           Take any action, before or after an Award
is made, that it deems advisable to obtain approval or comply with any
necessary local governmental regulatory exemptions or approvals.


 


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Notwithstanding the foregoing, the Committee may not
take any actions hereunder, and no Awards shall be granted, that would violate
the Exchange Act, the Code, any securities law or governing statute or any
other applicable law.


 


4.2           Participation. 
Subject to the provisions of the Plan, the Committee may, from time to
time, select from among all Eligible Individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award.  No Eligible Individual shall have any right
to be granted an Award pursuant to this Plan.


 


ARTICLE 5


 


STOCK
OPTIONS


 


5.1           General. 
The Committee is authorized to grant Options to Eligible Individuals on
the following terms and conditions:


 


(a)           Exercise Price.  The exercise
price per share of Stock subject to an Option shall be determined by the
Committee and set forth in the Award Agreement; provided that the exercise price for any Option shall not be
less than 100% of the Fair Market Value of a share of Stock on the date of
grant.


 


(b)           Time and Conditions of Exercise. 
The Committee shall determine the time or times at which an Option may
be exercised in whole or in part; provided
that the term of any Option granted under the Plan shall not exceed ten years
and that no Option may be exercisable earlier than one year after its date of
grant, except as provided in Section 11.2. 
The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be
exercised.


 


(c)           Payment.  The Committee
shall determine the methods by which the exercise price of an Option may be
paid, the form of payment, including, without limitation, (i) cash, (ii) promissory
note bearing interest at no less than such rate as shall then preclude the
imputation of interest under the Code, (iii) shares of Stock held for such
period of time as may be required by the Committee in order to avoid adverse
accounting consequences and having a Fair Market Value on the date of delivery
equal to the aggregate exercise price of the Option or exercised portion
thereof, (iv) by the delivery of a notice that the Participant has placed
a market sell order with a broker with respect to shares of Stock then issuable
upon exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of
such sale), and the methods by which shares of Stock shall be delivered or
deemed to be delivered to Participants, or (v) other property acceptable
to the Committee.   Notwithstanding any other provision of the
Plan to the contrary, no Participant who is a Director or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange
Act shall be permitted to pay the exercise price of an Option in any method
which would violate Section 13(k) of the Exchange Act.


 


(d)           Evidence of Grant.  All Options
shall be evidenced by an Award Agreement between the Company and the
Participant.  The Award Agreement shall
include such additional provisions as may be specified by the Committee.


 


5.2           Incentive Stock Options. 
Incentive Stock Options shall be granted only to Employees and the terms
of any Incentive Stock Options granted pursuant to the Plan, in addition to the
requirements of Section 5.1, must comply with the following additional
provisions of this Section 5.2:


 


(a)           Expiration of Option.  Subject to Section 5.2(c),
an Incentive Stock Option shall cease to be an Incentive Stock Option and shall
be a Non-Qualified Stock Option to any extent exercised by anyone after the
first to occur of the following events:


 


(i)            Ten years from the date it is granted,
unless an earlier time is set in the Award Agreement;


 


(ii)           Three months after the Participant’s termination of
employment as an Employee; and


 


(iii)          One year after the date of the Participant’s
termination of employment or service on account of Disability or death.  Upon the Participant’s Disability or death,
any Incentive Stock Options exercisable at the Participant’s Disability or
death may be exercised by the Participant’s legal representative or
representatives, by the person or 


 


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persons entitled to do so
pursuant to the Participant’s last will and testament, or, if the Participant
fails to make testamentary disposition of such Incentive Stock Option or dies
intestate, by the person or persons entitled to receive the Incentive Stock
Option pursuant to the applicable laws of descent and distribution.


 


(b)           Dollar Limitation.  The aggregate
Fair Market Value (determined as of the time the Option is granted) of all
shares of Stock with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed $100,000 or
such other limitation as imposed by Section 422(d) of the Code, or
any successor provision.  To the extent
that Incentive Stock Options are first exercisable by a Participant in excess
of such limitation, the excess shall be considered Non-Qualified Stock Options.


 


(c)           Ten Percent Owners.  An Incentive
Stock Option shall be granted to any individual who, at the date of grant, owns
stock possessing more than ten percent of the total combined voting power of
all classes of Stock of the Company only if such Option is granted at a price
that is not less than 110% of Fair Market Value on the date of grant and the
Option is exercisable for no more than five years from the date of grant.


 


(d)           Notice of Disposition.  The
Participant shall give the Company prompt notice of any disposition of shares
of Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of grant of such Incentive Stock Option or (ii) one
year after the transfer of such shares of Stock to the Participant.


 


(e)           Expiration of Incentive Stock Options. 
No Award of an Incentive Stock Option may be made pursuant to this Plan
after the tenth anniversary of the Restatement Effective Date.


 


(f)            Right to Exercise.  During a
Participant’s lifetime, an Incentive Stock Option may be exercised only by the
Participant.


 


(g)           Failure to Meet Requirements. 
Any Option (or portion thereof) purported to be an Incentive Stock
Option, which, for any reason, fails to meet the requirements of Section 422
of the Code shall be considered a Non-Qualified Stock Option


 


5.3           Substitution of Stock Appreciation Rights. 
The Committee may provide in the Award Agreement evidencing the grant of
an Option that the Committee, in its sole discretion, shall have the right to
substitute a Stock Appreciation Right for such Option at any time prior to or
upon exercise of such Option, provided that such Stock Appreciation Right shall
be exercisable with respect to the same number of shares of Stock for which
such substituted Option would have been exercisable.


 


ARTICLE 6


 


RESTRICTED
STOCK AWARDS


 


6.1           Grant of Restricted Stock. 
The Committee is authorized to make Awards of Restricted Stock to any
Eligible Individual selected by the Committee in such amounts and subject to
such terms and conditions as determined by the Committee.  All Awards of Restricted Stock shall be
evidenced by an Award Agreement.


 


6.2           Issuance and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted
Stock).  These restrictions may lapse
separately or in combination at such times, pursuant to such circumstances, in
such installments, or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter.


 


6.3           Forfeiture. 
Except as otherwise determined by the Committee at the time of the grant
of the Award or thereafter, upon termination of employment or service during
the applicable restriction period, Restricted Stock that is at that time
subject to restrictions shall be forfeited; provided,
however, that except as otherwise provided by Section 10.6, the
Committee may (a) provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from
specified causes, and (b) in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.


 


6.4           Certificates for Restricted
Stock.  Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine.  If certificates representing shares of
Restricted Stock are registered in the name of 


 


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the Participant,
certificates must bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, and the
Company may, at its discretion, retain physical possession of the certificate
until such time as all applicable restrictions lapse.


 


ARTICLE 7


 


STOCK APPRECIATION RIGHTS


 


7.1           Grant of Stock
Appreciation Rights.


 


(a)           A Stock Appreciation Right may be granted
to any Eligible Individual selected by the Committee.  A Stock Appreciation Right shall be subject
to such terms and conditions not inconsistent with the Plan as the Committee
shall impose and shall be evidenced by an Award Agreement.


 


(b)           A Stock Appreciation Right shall entitle
the Participant (or other person entitled to exercise the Stock Appreciation
Right pursuant to the Plan) to exercise all or a specified portion of the Stock
Appreciation Right (to the extent then exercisable pursuant to its terms) and
to receive from the Company an amount equal to the product of (i) the
excess of (A) the Fair Market Value of a share of Stock on the date of
exercise of the Stock Appreciation Right over (B) the Fair Market Value of
the Stock on the date the Stock Appreciation Right was granted, and (ii) by
the number of shares of Stock with respect to which the Stock Appreciation
Right is exercised, subject to any limitations the Committee may impose.


 


7.2           Payment and Limitations on Exercise. 
Payment of the amounts determined under Section 7.1(b) above
shall be in cash, in Stock (based on its Fair Market Value as of the date the
Stock Appreciation Right is exercised) or a combination of both, as determined
by the Committee in the Award Agreement.


 


ARTICLE 8


 


OTHER
TYPES OF AWARDS


 


8.1           Performance Share Awards. 
Any Eligible Individual selected by the Committee may be granted one or
more Performance Share awards which shall be denominated in a number of shares
of Stock and which may be linked to any one or more of the Performance Criteria
or other specific performance criteria determined appropriate by the Committee,
in each case on a specified date or dates or over any period or periods
determined by the Committee.  In making
such determinations, the Committee shall consider (among such other factors as
it deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.


 


8.2           Performance Stock Units.  Any Eligible Individual selected
by the Committee may be granted one or more Performance Stock Unit awards which
shall be denominated in unit equivalent of shares of Stock and/or units of
value including dollar value of shares of Stock and which may be linked to any
one or more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee (subject to Section 10.6).  In making such determinations, the Committee
shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other
compensation of the particular Participant.


 


8.3           Performance Award.  Any Eligible
Individual selected by the Committee may be granted a Performance Award.    The value of such Performance Awards may be
linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any Performance Period determined by the
Committee.  In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the Participant.


 


8.4           Dividend Equivalents.


 


(a)           Any Eligible Individual selected by the
Committee may be granted Dividend Equivalents based on the dividends declared
on the shares of Stock that are subject to any Award, to be credited as of
dividend payment dates, during the period between the date the Award is granted
and the date the Award is exercised, vests or expires, as determined by the
Committee.  Such Dividend Equivalents
shall be converted to cash or additional shares of Stock by such formula and at
such time and subject to such limitations as may be determined by the
Committee.


 


8

















 


(b)           Dividend Equivalents granted with respect
to Options or SARs that are intended to be Qualified Performance-Based
Compensation shall be payable, with respect to pre-exercise periods, regardless
of whether such Option or SAR is subsequently exercised.


 


8.5           Stock Payments.  Any Eligible
Individual selected by the Committee may receive Stock Payments in the manner
determined from time to time by the Committee; provided,
that unless otherwise determined by the Committee such Stock Payments shall be
made in lieu of base salary, bonus, or other cash compensation otherwise
payable to such Participant.  The number
of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific criteria determined appropriate by the
Committee, determined on the date such Stock Payment is made or on any date
thereafter.


 


8.6           Deferred Stock.  Any Eligible
Individual selected by the Committee may be granted an award of Deferred Stock
in the manner determined from time to time by the Committee.  The number of shares of Deferred Stock shall
be determined by the Committee and may be linked to the Performance Criteria or
other specific criteria determined to be appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee.  Stock underlying a
Deferred Stock award will not be issued until the Deferred Stock award has
vested, pursuant to a vesting schedule or criteria set by the Committee.  Unless otherwise provided by the Committee, a
Participant awarded Deferred Stock shall have no rights as a Company
stockholder with respect to such Deferred Stock until such time as the Deferred
Stock Award has vested and the Stock underlying the Deferred Stock Award has
been issued.


 


8.7           Restricted Stock Units. 
The Committee is authorized to make Awards of Restricted Stock Units to
any Eligible Individual selected by the Committee in such amounts and subject
to such terms and conditions as determined by the Committee.  At the time of grant, the Committee shall
specify the date or dates on which the Restricted Stock Units shall become
fully vested and nonforfeitable, and may specify such conditions to vesting as
it deems appropriate.  At the time of
grant, the Committee shall specify the maturity date applicable to each grant
of Restricted Stock Units which shall be no earlier than the vesting date or
dates of the Award and may be determined at the election of the grantee.  On the maturity date, the Company shall
transfer to the Participant one unrestricted, fully transferable share of Stock
for each Restricted Stock Unit scheduled to be paid out on such date and not
previously forfeited.  The Committee
shall specify the purchase price, if any, to be paid by the grantee to the
Company for such shares of Stock.


 


8.8           Term.  Except as
otherwise provided herein, the term of any Award of Performance Shares,
Performance Stock Units, Dividend Equivalents, Stock Payments, Deferred Stock,
or Restricted Stock Units shall be set by the Committee in its discretion.


 


8.9           Exercise or Purchase Price. 
The Committee may establish the exercise or purchase price, if any, of
any Award of Performance Shares, Performance Stock Units, Deferred Stock, Stock
Payments, or Restricted Stock Units; provided,
however, that such price shall not be less than the par value of a
share of Stock, unless otherwise permitted by applicable state law.


 


8.10 Exercise upon Termination of Employment or
Service.  An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments, or Restricted Stock Units shall only be exercisable or
payable while the Participant is an Employee, Consultant or a member of the
Board, as applicable; provided, however,
that the Committee in its sole and absolute discretion may provide that an
Award of Performance Shares, Performance Stock Units, Dividend Equivalents,
Stock Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based
Award may be exercised or paid subsequent to a termination of employment or
service, as applicable, or following a Change of Control of the Company, or
because of the Participant’s retirement, death or disability, or otherwise.


 


8.11 Form of
Payment.  Payments with respect to
any Awards granted under this Article 8 shall be made in cash, in Stock or
a combination of both, as determined by the Committee.


 


8.12 Award
Agreement.  All Awards under this Article 8
shall be subject to such additional terms and conditions as determined by the
Committee and shall be evidenced by an Award Agreement.


 


ARTICLE 9


 


PERFORMANCE-BASED
AWARDS


 


9.1           Purpose. 
The purpose of this Article 9 is to provide the Committee the
ability to qualify Awards other than 


 


9

















 


Options and SARs
and that are granted pursuant to Articles 6 and 8 as Qualified
Performance-Based Compensation.  If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Article 9 shall control over any
contrary provision contained in Articles 6 or 8; provided, however, that the Committee may in its discretion
grant Awards to Covered Employees or other Participants that are based on
Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9.


 


9.2           Applicability. 
This Article 9 shall apply only to those Covered Employees selected
by the Committee to receive Performance-Based Awards.  The designation of a Covered Employee as a
Participant for a Performance Period shall not in any manner entitle the
Participant to receive an Award for the period. 
Moreover, designation of a Covered Employee as a Participant for a
particular Performance Period shall not require designation of such Covered
Employee as a Participant in any subsequent Performance Period and designation
of one Covered Employee as a Participant shall not require designation of any
other Covered Employees as a Participant in such period or in any other period.


 


9.3           Procedures with
Respect to Performance-Based Awards.  To the extent
necessary to comply with the Qualified Performance-Based Compensation
requirements of Section 162(m)(4)(C) of the Code, with respect to any
Award granted under Articles 6 and 8 which may be granted to one or more
Covered Employees, no later than ninety (90) days following the commencement of
any fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m) of
the Code), the Committee shall, in writing, (a) designate one or more
Covered Employees, (b)select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of
such Awards, as applicable, which may be earned for such Performance Period,
and (d) specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be earned
by each Covered Employee for such Performance Period.  Following the completion of each Performance
Period, the Committee shall certify in writing whether the applicable
Performance Goals have been achieved for such Performance Period.  In determining the amount earned by a Covered
Employee, the Committee shall have the right to reduce or eliminate (but not to
increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.


 


9.4           Payment of
Performance-Based Awards.  Unless otherwise provided in
the applicable Award Agreement, a Participant must be employed by the Company
or a Subsidiary on the day a Performance-Based Award for such Performance
Period is paid to the Participant. 
Furthermore, a Participant shall be eligible to receive payment pursuant
to a Performance-Based Award for a Performance Period only if the Performance
Goals for such period are achieved.  In
determining the amount earned under a Performance-Based Award, the Committee
may reduce or eliminate the amount of the Performance-Based Award earned for
the Performance Period, if in its sole and absolute discretion, such reduction
or elimination is appropriate.


 


9.5           Additional Limitations. 
Notwithstanding any other provision of the Plan, any Award which is
granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to Section 162(m) of
the Code) or any regulations or rulings issued thereunder that are requirements
for qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of
the Code, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements.


 


ARTICLE 10


 


PROVISIONS
APPLICABLE TO AWARDS


 


10.1 Stand-Alone
and Tandem Awards.  Awards
granted pursuant to the Plan may, in the discretion of the Committee, be
granted either alone, in addition to, or in tandem with, any other Award
granted pursuant to the Plan. Awards granted in addition to or in tandem with
other Awards may be granted either at the same time as or at a different time
from the grant of such other Awards.


 


10.2 Award Agreement.  Awards under the Plan shall be evidenced by
Award Agreements that set forth the terms, conditions and limitations for each
Award which may include the term of an Award, the provisions applicable in the
event the Participant’s employment or service terminates, and the Company’s
authority to unilaterally or bilaterally amend, modify, suspend, cancel or
rescind an Award.


 


10
















 


10.3 Limits
on Transfer.  No right or
interest of a Participant in any Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such Participant
to any other party other than the Company or a Subsidiary.  Except as otherwise provided by the
Committee, no Award shall be assigned, transferred, or otherwise disposed of by
a Participant other than by will or the laws of descent and distribution.  The Committee by express provision in the
Award or an amendment thereto may permit an Award (other than an Incentive
Stock Option) to be transferred to, exercised by and paid to certain persons or
entities related to the Participant, including but not limited to members of
the Participant’s family, charitable institutions, or trusts or other entities
whose beneficiaries or beneficial owners are members of the Participant’s
family and/or charitable institutions, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish. 
Any permitted transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a “blind trust” in connection
with the Participant’s termination of employment or service with the Company or
a Subsidiary to assume a position with a governmental, charitable, educational
or similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities.


 


10.4 Beneficiaries.  Notwithstanding Section 10.3, a
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant’s death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. 
If the Participant is married and resides in a community property state,
a designation of a person other than the Participant’s spouse as his or her
beneficiary with respect to more than 50% of the Participant’s interest in the
Award shall not be effective without the prior written consent of the
Participant’s spouse.  If no beneficiary
has been designated or survives the Participant, payment shall be made to the
person entitled thereto pursuant to the Participant’s will or the laws of
descent and distribution.  Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.


 


10.5 Stock
Certificates; Book Entry Procedures. 
Notwithstanding anything herein to the contrary, the Company shall not
be required to issue or deliver any certificates evidencing shares of Stock
pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange
on which the shares of Stock are listed or traded.  All Stock certificates delivered pursuant to
the Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal, state, or
foreign jurisdiction, securities or other laws, rules and regulations and
the rules of any national securities exchange or automated quotation
system on which the Stock is listed, quoted, or traded.  The Committee may place legends on any Stock
certificate to reference restrictions applicable to the Stock.  In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or
requirements. The Committee shall have the right to require any Participant to comply with any timing or
other restrictions with respect to the settlement or exercise of any Award,
including a window-period limitation, as may be imposed in the
discretion of the Committee.


 


10.6 Full Value Award Vesting Limitations. 
Notwithstanding any other provision of this Plan to the contrary, Full
Value Awards made to Employees or Consultants shall become vested over a period
of not less than three years (or, in the case of vesting based upon the
attainment of Performance Goals or other performance-based objectives, over a
period of not less than one year) following the date the Award is made; provided, however, that,
notwithstanding the foregoing, Full Value Awards may vest sooner upon a Change
in Control, death or disability; provided, further, however, that,
notwithstanding the foregoing, the Committee may make an award of up to and
including 250,000 shares of Restricted Stock to a member of the Board agreeing
to serve as an interim Officer of the Company and such award of Restricted
Stock may vest in six months or upon the occurrence of the vesting criteria
specified by the Committee at the time the Award is granted.


 


10.7 Paperless Administration. 
In the event that the Company establishes, for itself or using the
services of a third party, an automated system for the documentation, granting
or exercise of Awards, such as a system using an internet website or
interactive voice response, then the paperless documentation, granting or
exercise of Awards by a Participant may be permitted through the use of such an
automated system.


 


11

















 


ARTICLE 11


 


CHANGES
IN CAPITAL STRUCTURE


 


11.1 Adjustments.


 


(a)           In the event of any stock dividend, stock
split, combination or exchange of shares, merger, consolidation, spin-off,
recapitalization or other distribution (other than normal cash dividends) of
Company assets to stockholders, or any other change affecting the shares of
Stock or the share price of the Stock, other than an Equity Restructuring, the
Committee shall make such proportionate and equitable adjustments, if any, as
the Committee in its discretion may deem appropriate to reflect such change
with respect to (i) the aggregate number and kind of shares that may be
issued under the Plan (including, but not limited to, adjustments of the
limitations in Sections 3.1 and 3.3); (ii) the terms and conditions of any
outstanding Awards (including, without limitation, any applicable performance
targets or criteria with respect thereto); and (iii) the grant or exercise
price per share for any outstanding Awards under the Plan.  Any adjustment affecting an Award intended as
Qualified Performance-Based Compensation shall be made consistent with the
requirements of Section 162(m) of the Code.


 


(b)           In the event of any transaction or event
described in Section 11(a) or any unusual or nonrecurring
transactions or events affecting the Company, any affiliate of the Company, or
the financial statements of the Company or any affiliate, or of changes in
applicable laws, regulations or accounting principles, the Committee, in its
sole and absolute discretion, and on such terms and conditions as it deems
appropriate, either by the terms of the Award or by action taken prior to the
occurrence of such transaction or event and either automatically or upon the
Participant’s request, is hereby authorized to take any one or more of the
following actions whenever the Committee determines that such action is
appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan or with respect to any
Award under the Plan, to facilitate such transactions or events or to give
effect to such changes in laws, regulations or principles:


 


(i)            To provide for either (A) termination
of any such Award in exchange for an amount of cash, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights (and, for the avoidance of doubt, if as
of the date of the occurrence of the transaction or event described in this Section 11(b) the
Committee determines in good faith that no amount would have been attained upon
the exercise of such Award or realization of the Participant’s rights, then
such Award may be terminated by the Company without payment) or (B) the
replacement of such Award with other rights or property selected by the
Committee in its sole discretion;


 


(ii)           To
provide that such Award be assumed by the successor or survivor corporation, or
a parent or subsidiary thereof, or shall be substituted for by similar options,
rights or awards covering the stock of the successor or survivor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the
number and kind of shares and prices;


 


(iii)          To make
adjustments in the number and type of shares of Common Stock (or other
securities or property) subject to outstanding Awards, and in the number and
kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and
conditions of (including the grant or exercise price), and the criteria
included in, outstanding options, rights and awards and options, rights and
awards which may be granted in the future;


 


(iv)          To
provide that such Award shall be exercisable or payable or fully vested with
respect to all shares covered thereby, notwithstanding anything to the contrary
in the Plan or the applicable Award Agreement; and


 


(v)           To
provide that the Award cannot vest, be exercised or become payable after such
event.


 


(c)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in Sections 11(a) and 11(b):


 


(i)            The
number and type of securities subject to each outstanding Award and the
exercise price or grant price thereof, if applicable, will be proportionately
and equitably adjusted.  The adjustments
provided under this Section 11.1(c)(i) shall be nondiscretionary and
shall be final and binding on the affected Participant and the Company.


 


12

















 


(ii)           The
Committee shall make such equitable adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such Equity Restructuring with
respect to the aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Sections
3.1 and 3.3).


 


11.2 Acceleration
upon a Change of Control. 
Except as may otherwise be provided in any Award Agreement or any other
written agreement entered into by and between the Company and a Participant, if
a Change of Control occurs and a Participant’s Options, Restricted Stock or
Stock Appreciation Rights settled in stock are not converted, assumed, or
replaced by a successor, such Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse; and provided such Change of
Control is a change in the ownership or effective control of the Company or in
the ownership of or a substantial portion of the assets of the Company within
the meaning of Section 409A of the Code, then all Restricted Stock Units,
Deferred Stock and Performance Stock shall become deliverable upon the Change
of Control.  Upon, or in anticipation of,
a Change of Control, the Committee may in its sole discretion provide for (i) any
and all Awards outstanding hereunder to terminate at a specific time in the
future and shall give each Participant the right to exercise such Awards during
a period of time as the Committee shall determine, (ii) either the
purchase of any Award for an amount of cash equal to the amount that could have
been attained upon the exercise of such Award or realization of the Participant’s
rights had such Award been currently exercisable or payable or fully vested
(and, for the avoidance of doubt, if as of such date the Committee determines
in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant’ s rights, then such Award may be
terminated by the Company without payment), (iii) the replacement of such
Award with other rights or property selected by the Committee in its sole
discretion the assumption of or substitution of such Award by the successor or
surviving corporation, or a parent or subsidiary thereof, with appropriate
adjustments as to the number and kind of Shares and prices, or (iv) provide
for payment of Awards in cash based on the value of Stock on the date of the
Change of Control plus reasonable interest on the Award through the date such
Award would otherwise be vested or have been paid in accordance with its
original terms, if necessary to comply with Section 409A of the Code.


 


11.3 No
Other Rights.  Except as
expressly provided in the Plan, no Participant shall have any rights by reason
of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger, or consolidation of
the Company or any other corporation. 
Except as expressly provided in the Plan or pursuant to action of the
Committee under the Plan, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to an Award or the grant or exercise price of
any Award.


 


ARTICLE 12


 


ADMINISTRATION


 


12.1 Committee.  Unless and until the Board delegates
administration of the Plan to a Committee as set forth below, the Plan shall be
administered by the full Board, and for such purposes the term “Committee” as
used in this Plan shall be deemed to refer to the Board.  The Board, at its discretion or as otherwise
necessary to comply with the requirements of Section 162(m) of the
Code, Rule 16b-3 promulgated under the Exchange Act or to the extent
required by any other applicable rule or regulation, shall delegate
administration of the Plan to a Committee. 
The Committee shall consist solely of two or more Directors, each of
whom qualifies as (a) a Non-Employee Director and an “independent director”
under the rules of the principal securities market on which shares of
Stock are traded, and (b) an “outside director” pursuant to Code Section 162(m) and
the regulations issued thereunder. 
Notwithstanding the foregoing:  (x) the
full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Directors and for purposes of such Awards the term “Committee” as used in this
Plan shall be deemed to refer to the Board, and (y) the Committee may
delegate its authority hereunder to the extent permitted by Section 12.5.  Appointment of Committee members shall be
effective upon acceptance of appointment. 
The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan. 
Committee members may resign at any time by delivering written notice to
the Board.  Vacancies in the Committee
may only be filled by the Board.


 


12.2 Action
by the Committee.  The
Committee shall act in accordance with its charter.  If the Committee does not have a charter, the
majority of the Committee shall constitute a quorum, and the acts of a majority
of the members present at any meeting at which a quorum is present, and acts
approved in writing by a majority of the Committee in lieu of a meeting, shall
be deemed the acts of the Committee. 
Each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any officer or
other employee of the Company or any Subsidiary, the Company’s independent
certified public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.


 


13

















 


12.3 Authority
of Committee.  Subject to any
specific designation in the Plan, the Committee has the exclusive power,
authority and discretion to:


 


(a)           Designate Participants to receive Awards;


 


(b)           Determine the type or types of Awards to
be granted to each Participant;


 


(c)           Determine the number of Awards to be
granted and the number of shares of Stock to which an Award will relate;


 


(d)           Determine the terms and conditions of any
Award granted pursuant to the Plan, including, but not limited to, the exercise
price, grant price, or purchase price, any restrictions or limitations on the
Award, any schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based
in each case on such considerations as the Committee in its sole discretion
determines; provided, however,
that the Committee shall not have the authority to accelerate the vesting or
waive the forfeiture of any Performance-Based Awards;


 


(e)           Determine whether, to what extent, and
pursuant to what circumstances an Award may be settled in, or the exercise
price of an Award may be paid in, cash, Stock, other Awards, or other property,
or an Award may be canceled, forfeited, or surrendered;


 


(f)            Prescribe the form of each Award
Agreement, which need not be identical for each Participant;


 


(g)           Decide all other matters that must be
determined in connection with an Award;


 


(h)           Establish, adopt, or revise any rules and
regulations as it may deem necessary or advisable to administer the Plan;


 


(i)            Interpret the terms of, and any matter
arising pursuant to, the Plan or any Award Agreement; and


 


(j)            Make all other decisions and
determinations that may be required pursuant to the Plan or as the Committee
deems necessary or advisable to administer the Plan.


 


12.4 Delegation of Authority.  To the extent permitted by applicable law,
the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of
the Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to
whom authority to grant or amend Awards has been delegated hereunder.  Any delegation hereunder shall be subject to
the restrictions and limits that the Committee specifies at the time of such
delegation, and the Committee may at any time rescind the authority so
delegated or appoint a new delegatee.  At
all times, the delegatee appointed under this Section 12.5 shall serve in
such capacity at the pleasure of the Committee.


 


12.5 Decisions
Binding.  The Committee’s
interpretation of the Plan, any Awards granted pursuant to the Plan, any Award
Agreement and all decisions and determinations by the Committee with respect to
the Plan are final, binding, and conclusive on all parties.


 


ARTICLE 13


 


EFFECTIVE
AND EXPIRATION DATE


 


13.1 Effective
Date.  This Amended and
Restated Plan is effective as of the date the Plan is approved by the Company’s
stockholders either:


 


(a)           By a majority of the votes cast at a duly
held stockholders meeting at which a quorum representing a representing a
majority of outstanding voting stock is, either in person or by proxy, present
and voting on the Plan; or


 


(b)           By a method and in a degree that would be
treated as adequate under Delaware law in the case of an action requiring
stockholder approval.


 


14

















 


13.2 Expiration
Date.  The Plan will expire
on, and no Award may be granted pursuant to the Plan after, the tenth
anniversary of the Restatement Effective Date. 
Any Awards that are outstanding on the tenth anniversary of the
Restatement Effective Date shall remain in force according to the terms of the
Plan and the applicable Award Agreement.


 


ARTICLE 14


 


AMENDMENT,
MODIFICATION, AND TERMINATION


 


14.1 Amendment,
Modification, And Termination. 
Subject to Section 15.14, with the approval of the Board, at any
time and from time to time, the Committee may terminate, amend or modify the
Plan; provided, however, that (a) to
the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) stockholder approval is required for any amendment to
the Plan that (i) increases the number of shares available under the Plan
(other than any adjustment as provided by Article 11), (ii) permits
the Committee to grant Options with an exercise price that is below Fair Market
Value on the date of grant, (iii) permits the Committee to extend the
exercise period for an Option beyond ten years from the date of grant, or (iv) results
in a material increase in benefits or a change in eligibility
requirements.  Notwithstanding any
provision in this Plan to the contrary, absent approval of the stockholders of
the Company, no Option may be amended to reduce the per share exercise price of
the shares subject to such Option below the per share exercise price as of the
date the Option is granted and, except as permitted by Article 11, no
Option may be granted in exchange for, or in connection with, the cancellation
or surrender of an Option having a higher per share exercise price.


 


14.2 Awards
Previously Granted.  Except
with respect to amendments made pursuant to Section 15.14, no termination,
amendment, or modification of the Plan shall adversely affect in any material
way any Award previously granted pursuant to the Plan without the prior written
consent of the Participant.


 


ARTICLE 15


 


GENERAL
PROVISIONS


 


15.1 No
Rights to Awards.  No
Participant, employee, or other person shall have any claim to be granted any
Award pursuant to the Plan, and neither the Company nor the Committee is
obligated to treat Participants, employees, and other persons uniformly.


 


15.2 No
Stockholders Rights.  Except
as otherwise provided herein, a Participant shall have none of the rights of a
stockholder of the Company with respect to shares of Stock covered by an Award
unless and until the Participant becomes the record owner of such shares.


 


15.3 Withholding.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant’s employment tax obligations) required
by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. 
The Committee may in its discretion and in satisfaction of the foregoing
requirement allow a Participant to elect to have the Company withhold shares of
Stock otherwise issuable under an Award (or allow the return of shares of
Stock) having a Fair Market Value equal to the sums required to be
withheld.  Notwithstanding any other
provision of the Plan, the number of shares of Stock which may be withheld with
respect to the issuance, vesting, exercise or payment of any Award (or which
may be repurchased from the Participant of such Award within six months after
such shares of Stock were acquired by the Participant from the Company) in
order to satisfy the Participant’s federal, state, local and foreign income and
payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income.


 


15.4 No
Right to Employment or Services. 
Nothing in the Plan or any Award Agreement shall interfere with or limit
in any way the right of the Company or any Subsidiary to terminate any
Participant’s employment or services at any time, nor confer upon any
Participant any right to continue in the employ or service of the Company or
any Subsidiary.


 


15.5 Unfunded
Status of Awards.  The Plan is
intended to be an “unfunded” plan for incentive compensation.  With respect to any payments not yet made to
a Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of
a general creditor of the Company or any 


 


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Subsidiary.


 


15.6 Indemnification.  To the extent allowable pursuant to
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.


 


15.7 Relationship
to other Benefits.  No payment
pursuant to the Plan shall be taken into account in determining any benefits
pursuant to any pension, retirement, savings, profit sharing, group insurance,
welfare or other benefit plan of the Company or any Subsidiary except to the
extent otherwise expressly provided in writing in such other plan or an
agreement thereunder.


 


15.8 Expenses.  The expenses of administering the Plan shall
be borne by the Company and its Subsidiaries.


 


15.9 Titles
and Headings.  The titles and
headings of the Sections in the Plan are for convenience of reference only and,
in the event of any conflict, the text of the Plan, rather than such titles or
headings, shall control.


 


15.10       Fractional Shares.  No
fractional shares of Stock shall be issued and the Committee shall determine,
in its discretion, whether cash shall be given in lieu of fractional shares or
whether such fractional shares shall be eliminated by rounding up or down as
appropriate.


 


15.11       Limitations Applicable to Section 16
Persons.  Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall
be subject to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3
of the Exchange Act) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law, the Plan and Awards granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to such applicable exemptive
rule.


 


15.12       Government and Other Regulations.  The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by government agencies as may be
required.  The Company shall be under no
obligation to register pursuant to the Securities Act of 1933, as amended, any
of the shares of Stock paid pursuant to the Plan.  If the shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares
in such manner as it deems advisable to ensure the availability of any such
exemption.


 


15.13       Governing Law.  The Plan
and all Award Agreements shall be construed in accordance with and governed by
the laws of the State of Delaware.


 


15.14       Section 409A.  To the extent that the Committee determines
that any Award granted under the Plan is subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A of the Code.  To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the Restatement Effective Date. 
Notwithstanding any provision of the Plan to the contrary, in the event
that following the Restatement Effective Date the Committee determines that any
Award may be subject to Section 409A of the Code and related Department of
Treasury guidance (including such Department of Treasury guidance as may be
issued after the Restatement Effective Date), the Committee may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines
are necessary or appropriate to (a) exempt the Award from Section 409A
of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance and thereby avoid the
application of any penalty taxes under such Section.


 


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*  * 
*  *  *


 


I hereby certify
that the foregoing Plan was duly adopted by the Board of Directors of Accuride
Corporation on October 21, 2008, and was previously approved in all
material respects, by the stockholders of Accuride Corporation on June 14,
2007.


 


Executed on this
4th day of November, 2008.


 


 


	
   

  	
  /s/
  David K. Armstrong

  
	
   

  	
  Corporate
  Secretary

  



 


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