Exhibit 10.1

 



CORPORATION

 

7140 Office Circle

P.O. Box 15600

Evansville, IN  47716-0600

Phone:  (812) 962-5000

Fax:      (812) 962-5400

 

 

January 14, 2011

 

Mr. Richard F. Dauch

880 Hidden Pine Road

Bloomfield Hills, Michigan 48304

 

Dear Rick:

 

We are pleased that you have agreed to join Accuride Corporation (“Accuride” or the “Company”) as its Chief Executive Officer.  This letter will set forth our agreement regarding the terms of your employment.

 

	
Position:
    	
 
    	
Chief   Executive Officer of the Company, reporting to the Board of Directors of the   Company commencing on your Start Date (as defined below).
    
	
 
    	
 
    	
 
    
	
Board:
    	
 
    	
Effective   as of your Start Date, you will be appointed to serve as a member of the   Company’s Board of Directors. Additionally, so long as you are the Chief   Executive Officer, the Company will use commercially reasonable efforts to   nominate you for re-election as a director prior to the end of your term.
    
	
 
    	
 
    	
 
    
	
Start Date:
    	
 
    	
You   will commence employment with the Company on or before February 1, 2011, the   date you commence employment being your “Start Date”.
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
Your   base salary will be $625,000/year.
    
	
 
    	
 
    	
 
    
	
Annual   Incentive:
    	
 
    	
You will be eligible to participate in the   Company’s Annual Incentive Compensation Plan (“AICP”), including full   participation in the 2011 plan year. The Annual Incentive is payable as a   percent of base salary and will be   determined based on actual performance of the Company for the fiscal year   compared against the established AICP performance metrics. For your   position, the target payout is 100% of base salary. Except as specified herein your right to the AICP incentive will be   subject to the terms of the applicable Accuride Corporation Annual   Incentive Compensation Plan — Plan Year Eligibility, Target Opportunity and   Administrative Guidelines.
    
	
 
    	
 
    	
 
    
	
Long   Term  Incentive:
    	
 
    	
You   will be eligible for a long-term incentive grant with a value equal to 165%   of your base salary, which will vest on a pro rata basis over three years   (i.e., 1/3 vests on each of the first three anniversaries of the grant date).   The grant will be made at the same time and on the same terms as long term   incentive grants to be made to other members of Accuride’s senior management.   It is contemplated
    


 











 

	
 
    	
 
    	
 that the 2011 grant will be made in the form   of restricted stock units.
    
	
 
    	
 
    	
 
    
	
Initial   Equity Award:
    	
 
    	
On   your Start Date you will be granted that number of restricted stock units   equal to $1,000,000, divided by the trailing 5 day average of the closing   prices of the Company’s common stock ending on the Start Date (the “Initial   RSU Award”). The Initial RSU Award will vest, subject to your continued   service with the Company over three years, with 50% vesting on the first   anniversary of your Start Date and 25% on each of the following two anniversaries.   All other terms of the Initial RSU Award will be consistent with the   Company’s standard restricted stock unit award agreement used for making its   annual long-term incentive grants.
    
	
 
    	
 
    	
 
    
	
Legal,   Financial & Tax Planning Assistance
    	
 
    	
Accuride   will reimburse you for reasonable and agreed upon legal fees incurred by you   in connection with your seeking bonuses earned for 2010 from your prior   employer. In addition, Accuride will reimburse you up to $15,000 for   reasonable legal fees and other expenses incurred by you in connection with   this letter agreement and all other agreements referenced herein. All such   reimbursements shall be made in accordance with the Company’s normal expense   reimbursement policies upon submission of proper documentation. You agree to   timely submit such expenses for reimbursement and, if timely submitted,   reimbursement payments shall be made as soon as administratively practicable   following such submission, but in no event later than December 31st of   the calendar year following the calendar year in which the expense was   incurred. In no event shall you be entitled to any reimbursement payments   after December 31st of the calendar year following the calendar year in   which the expense was incurred.
    
	
 
    	
 
    	
 
    
	
Relocation   Assistance:
    	
 
    	
You   will be eligible for Accuride’s Tier I Relocation program. All reimbursable   relocation expenses must be incurred within one year from your Start Date.
    
	
 
    	
 
    	
 
    
	
Severance & Retention Agreement:
    	
 
    	
You   and the Company will enter into a Severance and Retention Agreement in the   form attached hereto as Exhibit A.
    
	
 
    	
 
    	
 
    
	
Benefits:
    	
 
    	
As   an employee of Accuride you will continue to receive benefits and perquisites   at the level and under terms which are provided from time to time to the   Company’s senior executive officers generally, including: 

 

·  Medical/Dental/Vision/ Life/AD&D/LTD   insurance 

 

·  401(k) Plan 

 

·  4 weeks vacation 

 

All   benefit plans and programs are subject to change or termination at any time   at the discretion of the Compensation Committee of the Board. It is understood   that perquisites, which the Company does not intend to renew at the   expiration of existing agreement with certain other senior executive   officers, have not been included in your benefits package.
    


 

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Restrictive  Covenants:
    	
 
    	
You   agree to execute, abide by and be bound by the Company’s standard Agreement   to Assign Inventions and Maintain Secrecy and the Policy on   Confidential & Trade Secret Information. You also agree to execute   and be bound by the Company’s standard Confidentiality, Non-solicitation, and   Non-competition Agreement.
    
	
 
    	
 
    	
 
    
	
Other:
    	
 
    	
As   a condition of your employment with Accuride, you will be bound by all   company policies to the extent that they apply to senior executives of the   Company. 

 

This   letter agreement will be governed by the laws of the State of Indiana,   without regard to any conflicts of law provision.
    


 

Please note that your employment at Accuride is “at will.” This means that you may resign from Accuride at any time with or without cause, and Accuride has the right to terminate your employment with or without cause.  Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration.  This letter supersedes and replaces all prior written and oral communication on employment related subjects.

 

This letter may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

 

Signature Page Follows

 

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Signature Page for Employment Letter

 

Please sign and date this letter agreement in the space indicated and return to Bill’s attention to evidence your understanding and agreement to the terms set forth herein.

 

Sincerely,

 

	
/s/   William M. Lasky
    	
 
    
	
 
    	
 
    
	
William   M. Lasky
    	
 
    
	
Chairman   of Board
    	
 
    
	
Accuride   Corporation
    	
 
    
	
 
    	
 
    
	
/s/   Benjamin C. Duster IV
    	
 
    
	
 
    	
 
    
	
Benjamin   C. Duster
    	
 
    
	
Chairman   of Compensation Committee
    	
 
    
	
Accuride   Corporation
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Acknowledged   and Agreed:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Richard F. Dauch
    	
 
    
	
Richard   F. Dauch
    	
 
    
	
 
    	
 
    
	
Date:   January     , 2011
    	
 
    


 

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