**Exhibit 10.1**

 

**ACCURIDE CORPORATION**

**2005 INCENTIVE AWARD PLAN**

**(AS AMENDED AND RESTATED)**

 

**ARTICLE 1**

 

**PURPOSE**

 

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

 

**ARTICLE 2**

 

**DEFINITIONSAND CONSTRUCTION**

 

Wherever the followingterms are used in the Plan they shall have the meanings specified below, unlessthe 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 Participantpursuant to the Plan.

 

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

 

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

 

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

 

(a)           A transaction or series of transactions(other than an offering of Stock to the general public through a registrationstatement filed with the Securities and Exchange Commission) whereby any “person”or related “group” of “persons” (as such terms are used in Sections 13(d) and14(d)(2) of the Exchange Act) (other than the Company, any of itssubsidiaries, an employee benefit plan maintained by the Company or any of itssubsidiaries or a “person” that, prior to such transaction, directly orindirectly controls, is controlled by, or is under common control with, theCompany) directly or indirectly acquires beneficial ownership (within themeaning of Rule 13d-3 under the Exchange Act) of securities of the Companypossessing more than 35% of the total combined voting power of the Company’ssecurities outstanding immediately after such acquisition; or

 

(b)           During any period of two consecutiveyears, individuals who, at the beginning of such period, constitute the Boardtogether with any new director(s) (other than a director designated by aperson who shall have entered into an agreement with the Company to effect atransaction described in Section 2.4(a) or Section 2.4(c)) whoseelection by the Board or nomination for election by the Company’s stockholderswas approved by a vote of a majority of the directors then still in office whoeither were directors at the beginning of the two year period or whose electionor nomination for election was previously so approved, cease for any reason toconstitute a majority thereof; or

 

(c)           The consummation by the Company (whetherdirectly involving the Company or indirectly involving the Company through oneor more intermediaries) of (x) a merger, consolidation, reorganization, orbusiness 

 

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

 

(i)            Which results in the Company’s votingsecurities outstanding immediately before the transaction continuing torepresent (either by remaining outstanding or by being converted into votingsecurities 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 thebusiness of the Company (the Company or such person, the “Successor Entity”))directly or indirectly, at least a majority of the combined voting power of theSuccessor Entity’s outstanding voting securities immediately after thetransaction, and

 

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

 

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

 

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

 

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

 

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

 

2.7           “Consultant” means any consultant or adviserif:

 

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

 

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

 

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

 

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

 

2.9           “Deferred Stock” means a right to receive aspecified 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 ofdirectors of a Subsidiary.

 

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

 

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

 

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

 

2.14 “EligibleIndividual” 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) ofthe Code) of the Company or any Subsidiary.

 

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2.16 “EquityRestructuring” shall mean a nonreciprocal transaction between the companyand its stockholders, such as a stock dividend, stock split, spin-off, rightsoffering or recapitalization through a large, nonrecurring cash dividend, thataffects the shares of Stock (or other securities of the Company) or the shareprice of Stock (or other securities) and causes a change in the per share valueof the Stock underlying outstanding Awards.

 

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

 

2.18 “FairMarket Value” means, as of any given date, (i) if Stock is traded onan exchange, the closing price of a share of Stock as reported in the *Wall Street Journal* on such date, or if the Stock is nottraded on such date, then the first date immediately preceding such date onwhich the Stock was traded; or (ii) if Stock is not traded on an exchangebut is quoted on a national market or other quotation system, the last salesprice 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 reportedby a national market or such other quotation system; or (iii) if the Stockis not publicly traded, the fair market value established by the Committeeacting in good faith.

 

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

 

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

 

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

 

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

 

2.23 “Option”means a right granted to a Participant pursuant to Article 5 of the Planto purchase a specified number of shares of Stock at a specified price duringspecified time periods.  An Option may beeither 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 thePlan.

 

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

 

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

 

2.27 “PerformanceCriteria” means the criteria that the Committee selects for purposes ofestablishing the Performance Goal or Performance Goals for a Participant for aPerformance Period.  The PerformanceCriteria that will be used to establish Performance Goals are limited to thefollowing:  net earnings (either beforeor after interest, taxes, depreciation and amortization), economic value-added(as determined by the Committee), sales or revenue, net income (either beforeor after taxes), operating earnings, cash flow (including, but not limited to,operating cash flow and free cash flow), cash flow return on capital, return onnet assets, return on stockholders’ equity, return on assets, return oncapital, 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 marketshare, any of which may be measured either in absolute terms or as compared toany incremental increase or as compared to results of a peer group.  The Committee shall define in an objectivefashion the manner of calculating the Performance Criteria it selects to usefor such Performance Period for such Participant.

 

2.28 “PerformanceGoals” means, for a Performance Period, the goals established in writing bythe Committee for the Performance Period based upon the PerformanceCriteria.  Depending on the PerformanceCriteria used to establish such Performance Goals, the Performance Goals may beexpressed in terms of overall Company performance or the performance of adivision, business unit, or an individual. The Committee, in its discretion, may, within the time prescribed by Section 162(m) ofthe Code, adjust or modify the calculation of Performance Goals for suchPerformance Period in order to prevent the dilution or enlargement of therights of Participants (a) in the event of, or in anticipation of, anyunusual 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 eventsaffecting the Company, or the financial statements of the Company, or inresponse to, or in anticipation of, changes in applicable laws, regulations,accounting principles, or business conditions.

 

2.29 “PerformancePeriod” means the one or more periods of time, which may be of varying andoverlapping durations, as the Committee may select, over which the attainmentof one or more Performance Goals will be measured for the purpose ofdetermining a Participant’s right to, and the payment of, a Performance-BasedAward.

 

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

 

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

 

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

 

2.33 “QualifiedPerformance-Based Compensation” means any compensation that is intended toqualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) ofthe Code.

 

2.34 “RestatementEffective Date” means the date this Amended and Restated Plan is approvedby stockholders in accordance with Section 13.1.

 

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

 

2.36 “RestrictedStock 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 suchother 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 tothe excess of the Fair Market Value of a specified number of shares of Stock onthe date the SAR is exercised over the Fair Market Value on the date the SARwas granted as set forth in the applicable Award Agreement.

 

2.39 “StockPayment” means (a) a payment in the form of shares of Stock, or (b) anoption 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 portionof the compensation, granted pursuant to Article 8.

 

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

 

**ARTICLE 3**

 

**SHARESSUBJECT 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 transferredpursuant to Awards under the Plan shall be 3,633,988 shares.  The maximum number of shares of Stock thatmay be delivered upon exercise of Incentive Stock Options shall be 3,633,988.

 

(b)           Notwithstanding Section 3.1(a): (i) theCommittee may adopt reasonable counting procedures to ensure appropriatecounting, avoid double counting (as, for example, in the case of tandem orsubstitute awards), and make adjustments if the number of shares of Stockactually delivered differs from the number of shares previously counted inconnection with an Award; (ii) shares of Stock that are potentially deliverableunder any Award that expires or is canceled, forfeited, settled in cash orotherwise terminated without a delivery of such shares to the Participant will notbe counted as delivered under the Plan; (iii) shares of Stock that havebeen 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 theCompany will again be available for Awards; and (iv) shares of Stockwithheld in payment of the exercise price or taxes relating to any Award andshares equal to the number surrendered in payment of any exercise price ortaxes relating to any Award shall be deemed to constitute shares not deliveredto the Participant and shall be deemed to be available for Awards under thePlan; *provided, however,* that, noshares shall become available pursuant to this Section 3.1(b) to theextent that (x) the transaction resulting in the return of shares occursmore than ten years after the date of the most recent shareholder approval ofthe Plan, or (y) such return of shares would constitute a “materialrevision” of the Plan subject to stockholder approval under then applicable rules ofany stock exchange or any quotation system. In addition, in the case of any Award granted in substitution for anaward of a company or business acquired by the Company or a subsidiary oraffiliate, shares of Stock issued or issuable in connection with suchsubstitute Award shall not be counted against the number of shares reservedunder the Plan, but shall be available under the Plan by virtue of the Company’sassumption of the plan or arrangement of the acquired company or business. ThisSection 3.1 shall apply to the share limit imposed to conform to theregulations promulgated under the Code with respect to Incentive Stock Optionsonly to the extent consistent with applicable regulations relating to IncentiveStock Options under the Code.  Becauseshares will count against the number reserved in Section 3.1 upondelivery, the Committee may, subject to the share counting rules underthis Section 3.1, determine that Awards may be outstanding that relate toa greater number of shares than the aggregate remaining available under thePlan, so long as Awards will not result in delivery and vesting of shares inexcess of the number then available under the Plan.  The payment of Dividend Equivalents in cashin conjunction with any outstanding Awards shall not be counted against theshares available for issuance under the Plan.

 

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

 

3.3           Limitation onNumber of Shares Subject to Awards and Limit on Performance Awards.  Notwithstanding any provision in the Plan to thecontrary, and subject to Article 11, the maximum number of shares of Stockwith respect to one or more Awards that may be granted to any one Participantduring any twelve-month period (measured from the date of any grant) shall be500,000 and the maximum amount that may be paid in cash as a Performance Awardthat is intended to be a Performance Based Award shall not exceed$1,000,000.  In addition, no more thanone-half of the shares of Stock available for issuance pursuant to Awards underSection 3.1(a) may be issued in the form of Full Value Awards.

 

**ARTICLE 4**

 

**ELIGIBILITYAND PARTICIPATION**

 

4.1           Eligibility.

 

(a)           General.  Personseligible to participate in this Plan include Employees, Consultants, and allDirectors, as determined by the Committee.

 

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

 

(i)            Determine which Subsidiaries shall becovered by the Plan;

 

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

 

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

 

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

 

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

 

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Notwithstanding the foregoing, the Committee may nottake any actions hereunder, and no Awards shall be granted, that would violatethe Exchange Act, the Code, any securities law or governing statute or anyother applicable law.

 

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

 

**ARTICLE 5**

 

**STOCKOPTIONS**

 

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

 

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

 

(b)           Time and Conditions of Exercise. The Committee shall determine the time or times at which an Option maybe exercised in whole or in part; *provided*that the term of any Option granted under the Plan shall not exceed ten yearsand that no Option may be exercisable earlier than one year after its date ofgrant, 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 beexercised.

 

(c)           Payment.  The Committeeshall determine the methods by which the exercise price of an Option may bepaid, the form of payment, including, without limitation, (i) cash, (ii) promissorynote bearing interest at no less than such rate as shall then preclude theimputation of interest under the Code, (iii) shares of Stock held for suchperiod of time as may be required by the Committee in order to avoid adverseaccounting consequences and having a Fair Market Value on the date of deliveryequal to the aggregate exercise price of the Option or exercised portionthereof, (iv) by the delivery of a notice that the Participant has placeda market sell order with a broker with respect to shares of Stock then issuableupon exercise of the Option, and that the broker has been directed to pay asufficient portion of the net proceeds of the sale to the Company insatisfaction of the Option exercise price; *provided*that payment of such proceeds is then made to the Company upon settlement ofsuch sale), and the methods by which shares of Stock shall be delivered ordeemed to be delivered to Participants, or (v) other property acceptableto the Committee. Notwithstanding any other provision of thePlan 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 ExchangeAct shall be permitted to pay the exercise price of an Option in any methodwhich would violate Section 13(k) of the Exchange Act.

 

(d)           Evidence of Grant.  All Optionsshall be evidenced by an Award Agreement between the Company and theParticipant.  The Award Agreement shallinclude 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 termsof any Incentive Stock Options granted pursuant to the Plan, in addition to therequirements of Section 5.1, must comply with the following additionalprovisions 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 shallbe a Non-Qualified Stock Option to any extent exercised by anyone after thefirst 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 ofemployment as an Employee; and

 

(iii)          One year after the date of the Participant’stermination 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 ordeath may be exercised by the Participant’s legal representative orrepresentatives, by the person or 

 

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

 

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

 

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

 

(d)           Notice of Disposition.  TheParticipant shall give the Company prompt notice of any disposition of sharesof Stock acquired by exercise of an Incentive Stock Option within (i) twoyears from the date of grant of such Incentive Stock Option or (ii) oneyear 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 Planafter the tenth anniversary of the Restatement Effective Date.

 

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

 

(g)           Failure to Meet Requirements. Any Option (or portion thereof) purported to be an Incentive StockOption, which, for any reason, fails to meet the requirements of Section 422of 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 ofan Option that the Committee, in its sole discretion, shall have the right tosubstitute a Stock Appreciation Right for such Option at any time prior to orupon exercise of such Option, provided that such Stock Appreciation Right shallbe exercisable with respect to the same number of shares of Stock for whichsuch substituted Option would have been exercisable.

 

**ARTICLE 6**

 

**RESTRICTEDSTOCK AWARDS**

 

6.1**          **Grant of Restricted Stock. The Committee is authorized to make Awards of Restricted Stock to anyEligible Individual selected by the Committee in such amounts and subject tosuch terms and conditions as determined by the Committee.  All Awards of Restricted Stock shall beevidenced by an Award Agreement.

 

6.2**          **Issuance andRestrictions.  Restricted Stock shall be subject to suchrestrictions on transferability and other restrictions as the Committee mayimpose (including, without limitation, limitations on the right to voteRestricted Stock or the right to receive dividends on the RestrictedStock).  These restrictions may lapseseparately or in combination at such times, pursuant to such circumstances, insuch installments, or otherwise, as the Committee determines at the time of thegrant of the Award or thereafter.

 

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

 

6.4**          **Certificates for RestrictedStock.  Restricted Stock granted pursuant to the Planmay be evidenced in such manner as the Committee shall determine.  If certificates representing shares ofRestricted 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 theCompany may, at its discretion, retain physical possession of the certificateuntil such time as all applicable restrictions lapse.

 

**ARTICLE 7**

 

**STOCK APPRECIATION RIGHTS**

 

7.1   **       **Grant of StockAppreciation Rights.

 

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

 

(b)           A Stock Appreciation Right shall entitlethe Participant (or other person entitled to exercise the Stock AppreciationRight pursuant to the Plan) to exercise all or a specified portion of the StockAppreciation Right (to the extent then exercisable pursuant to its terms) andto receive from the Company an amount equal to the product of (i) theexcess of (A) the Fair Market Value of a share of Stock on the date ofexercise of the Stock Appreciation Right over (B) the Fair Market Value ofthe Stock on the date the Stock Appreciation Right was granted, and (ii) bythe number of shares of Stock with respect to which the Stock AppreciationRight 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) aboveshall be in cash, in Stock (based on its Fair Market Value as of the date theStock Appreciation Right is exercised) or a combination of both, as determinedby the Committee in the Award Agreement.

 

**ARTICLE 8**

 

**OTHERTYPES OF AWARDS**

 

8.1**          **Performance Share Awards. Any Eligible Individual selected by the Committee may be granted one ormore Performance Share awards which shall be denominated in a number of sharesof Stock and which may be linked to any one or more of the Performance Criteriaor other specific performance criteria determined appropriate by the Committee,in each case on a specified date or dates or over any period or periodsdetermined by the Committee.  In makingsuch determinations, the Committee shall consider (among such other factors asit 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 selectedby the Committee may be granted one or more Performance Stock Unit awards whichshall be denominated in unit equivalent of shares of Stock and/or units ofvalue including dollar value of shares of Stock and which may be linked to anyone or more of the Performance Criteria or other specific performance criteriadetermined appropriate by the Committee, in each case on a specified date ordates or over any period or periods determined by the Committee (subject to Section 10.6).  In making such determinations, the Committeeshall consider (among such other factors as it deems relevant in light of thespecific type of award) the contributions, responsibilities and othercompensation of the particular Participant.

 

8.3           Performance Award.  Any EligibleIndividual selected by the Committee may be granted a Performance Award.    The value of such Performance Awards may belinked to any one or more of the Performance Criteria or other specificperformance criteria determined appropriate by the Committee, in each case on aspecified date or dates or over any Performance Period determined by theCommittee.  In making suchdeterminations, the Committee shall consider (among such other factors as itdeems 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 theCommittee may be granted Dividend Equivalents based on the dividends declaredon the shares of Stock that are subject to any Award, to be credited as ofdividend payment dates, during the period between the date the Award is grantedand the date the Award is exercised, vests or expires, as determined by theCommittee.  Such Dividend Equivalentsshall be converted to cash or additional shares of Stock by such formula and atsuch time and subject to such limitations as may be determined by theCommittee.

 

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

 

8.5**          **Stock Payments.  Any EligibleIndividual selected by the Committee may receive Stock Payments in the mannerdetermined from time to time by the Committee; *provided*,that unless otherwise determined by the Committee such Stock Payments shall bemade in lieu of base salary, bonus, or other cash compensation otherwisepayable to such Participant.  The numberof shares shall be determined by the Committee and may be based upon thePerformance Criteria or other specific criteria determined appropriate by theCommittee, determined on the date such Stock Payment is made or on any datethereafter.

 

8.6**          **Deferred Stock.  Any EligibleIndividual selected by the Committee may be granted an award of Deferred Stockin the manner determined from time to time by the Committee.  The number of shares of Deferred Stock shallbe determined by the Committee and may be linked to the Performance Criteria orother specific criteria determined to be appropriate by the Committee, in eachcase on a specified date or dates or over any period or periods determined bythe Committee.  Stock underlying aDeferred Stock award will not be issued until the Deferred Stock award hasvested, pursuant to a vesting schedule or criteria set by the Committee.  Unless otherwise provided by the Committee, aParticipant awarded Deferred Stock shall have no rights as a Companystockholder with respect to such Deferred Stock until such time as the DeferredStock Award has vested and the Stock underlying the Deferred Stock Award hasbeen issued.

 

8.7           Restricted Stock Units. The Committee is authorized to make Awards of Restricted Stock Units toany Eligible Individual selected by the Committee in such amounts and subjectto such terms and conditions as determined by the Committee.  At the time of grant, the Committee shallspecify the date or dates on which the Restricted Stock Units shall becomefully vested and nonforfeitable, and may specify such conditions to vesting asit deems appropriate.  At the time ofgrant, the Committee shall specify the maturity date applicable to each grantof Restricted Stock Units which shall be no earlier than the vesting date ordates of the Award and may be determined at the election of the grantee.  On the maturity date, the Company shalltransfer to the Participant one unrestricted, fully transferable share of Stockfor each Restricted Stock Unit scheduled to be paid out on such date and notpreviously forfeited.  The Committeeshall specify the purchase price, if any, to be paid by the grantee to theCompany for such shares of Stock.

 

8.8           Term.  Except asotherwise 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, ofany Award of Performance Shares, Performance Stock Units, Deferred Stock, StockPayments, or Restricted Stock Units; *provided,however*, that such price shall not be less than the par value of ashare of Stock, unless otherwise permitted by applicable state law.

 

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

 

8.11 Form ofPayment.  Payments with respect toany Awards granted under this Article 8 shall be made in cash, in Stock ora combination of both, as determined by the Committee.

 

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

 

**ARTICLE 9**

 

**PERFORMANCE-BASEDAWARDS**

 

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

 

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Options and SARsand that are granted pursuant to Articles 6 and 8 as QualifiedPerformance-Based Compensation.  If theCommittee, in its discretion, decides to grant a Performance-Based Award to aCovered Employee, the provisions of this Article 9 shall control over anycontrary provision contained in Articles 6 or 8; *provided, however*, that the Committee may in its discretiongrant Awards to Covered Employees or other Participants that are based onPerformance Criteria or Performance Goals but that do not satisfy therequirements of this Article 9.

 

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

 

9.3**          **Procedures withRespect to Performance-Based Awards.  To the extentnecessary to comply with the Qualified Performance-Based Compensationrequirements of Section 162(m)(4)(C) of the Code, with respect to anyAward granted under Articles 6 and 8 which may be granted to one or moreCovered Employees, no later than ninety (90) days following the commencement ofany fiscal year in question or any other designated fiscal period or period ofservice (or such other time as may be required or permitted by Section 162(m) ofthe Code), the Committee shall, in writing, (a) designate one or moreCovered Employees, (b)select the Performance Criteria applicable to thePerformance Period, (c) establish the Performance Goals, and amounts ofsuch Awards, as applicable, which may be earned for such Performance Period,and (d) specify the relationship between Performance Criteria and thePerformance Goals and the amounts of such Awards, as applicable, to be earnedby each Covered Employee for such Performance Period.  Following the completion of each PerformancePeriod, the Committee shall certify in writing whether the applicablePerformance Goals have been achieved for such Performance Period.  In determining the amount earned by a CoveredEmployee, the Committee shall have the right to reduce or eliminate (but not toincrease) the amount payable at a given level of performance to take intoaccount additional factors that the Committee may deem relevant to theassessment of individual or corporate performance for the Performance Period.

 

9.4**          **Payment ofPerformance-Based Awards.  Unless otherwise provided inthe applicable Award Agreement, a Participant must be employed by the Companyor a Subsidiary on the day a Performance-Based Award for such PerformancePeriod is paid to the Participant. Furthermore, a Participant shall be eligible to receive payment pursuantto a Performance-Based Award for a Performance Period only if the PerformanceGoals for such period are achieved.  Indetermining the amount earned under a Performance-Based Award, the Committeemay reduce or eliminate the amount of the Performance-Based Award earned forthe Performance Period, if in its sole and absolute discretion, such reductionor elimination is appropriate.

 

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

 

**ARTICLE 10**

 

**PROVISIONSAPPLICABLE TO AWARDS**

 

10.1 Stand-Aloneand Tandem Awards.  Awardsgranted pursuant to the Plan may, in the discretion of the Committee, begranted either alone, in addition to, or in tandem with, any other Awardgranted pursuant to the Plan. Awards granted in addition to or in tandem withother Awards may be granted either at the same time as or at a different timefrom the grant of such other Awards.

 

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

 

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10.3 Limitson Transfer.  No right orinterest of a Participant in any Award may be pledged, encumbered, orhypothecated to or in favor of any party other than the Company or aSubsidiary, or shall be subject to any lien, obligation, or liability of such Participantto any other party other than the Company or a Subsidiary.  Except as otherwise provided by theCommittee, no Award shall be assigned, transferred, or otherwise disposed of bya Participant other than by will or the laws of descent and distribution.  The Committee by express provision in theAward or an amendment thereto may permit an Award (other than an IncentiveStock Option) to be transferred to, exercised by and paid to certain persons orentities related to the Participant, including but not limited to members ofthe Participant’s family, charitable institutions, or trusts or other entitieswhose beneficiaries or beneficial owners are members of the Participant’sfamily and/or charitable institutions, or to such other persons or entities asmay be expressly approved by the Committee, pursuant to such conditions andprocedures as the Committee may establish. Any permitted transfer shall be subject to the condition that theCommittee receive evidence satisfactory to it that the transfer is being madefor estate and/or tax planning purposes (or to a “blind trust” in connectionwith the Participant’s termination of employment or service with the Company ora Subsidiary to assume a position with a governmental, charitable, educationalor similar non-profit institution) and on a basis consistent with the Company’slawful issue of securities.

 

10.4 Beneficiaries.  Notwithstanding Section 10.3, aParticipant may, in the manner determined by the Committee, designate abeneficiary to exercise the rights of the Participant and to receive anydistribution with respect to any Award upon the Participant’s death.  A beneficiary, legal guardian, legalrepresentative, or other person claiming any rights pursuant to the Plan issubject to all terms and conditions of the Plan and any Award Agreementapplicable to the Participant, except to the extent the Plan and AwardAgreement otherwise provide, and to any additional restrictions deemednecessary 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 herbeneficiary with respect to more than 50% of the Participant’s interest in theAward shall not be effective without the prior written consent of theParticipant’s spouse.  If no beneficiaryhas been designated or survives the Participant, payment shall be made to theperson entitled thereto pursuant to the Participant’s will or the laws ofdescent and distribution.  Subject to theforegoing, a beneficiary designation may be changed or revoked by a Participantat any time provided the change or revocation is filed with the Committee.

 

10.5 StockCertificates; Book Entry Procedures. Notwithstanding anything herein to the contrary, the Company shall notbe required to issue or deliver any certificates evidencing shares of Stockpursuant to the exercise of any Award, unless and until the Board hasdetermined, with advice of counsel, that the issuance and delivery of suchcertificates is in compliance with all applicable laws, regulations ofgovernmental authorities and, if applicable, the requirements of any exchangeon which the shares of Stock are listed or traded.  All Stock certificates delivered pursuant tothe Plan are subject to any stop-transfer orders and other restrictions as theCommittee deems necessary or advisable to comply with federal, state, orforeign jurisdiction, securities or other laws, rules and regulations andthe rules of any national securities exchange or automated quotationsystem on which the Stock is listed, quoted, or traded.  The Committee may place legends on any Stockcertificate to reference restrictions applicable to the Stock.  In addition to the terms and conditionsprovided herein, the Board may require that a Participant make such reasonablecovenants, agreements, and representations as the Board, in its discretion,deems advisable in order to comply with any such laws, regulations, orrequirements. The Committee shall have the right to require any Participant to comply with any timing orother restrictions with respect to the settlement or exercise of any Award,including a window-period limitation, as may be imposed in thediscretion of the Committee.

 

10.6 Full Value Award Vesting Limitations. Notwithstanding any other provision of this Plan to the contrary, FullValue Awards made to Employees or Consultants shall become vested over a periodof not less than three years (or, in the case of vesting based upon theattainment of Performance Goals or other performance-based objectives, over aperiod 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 Changein Control, death or disability; provided, further, however, that,notwithstanding the foregoing, the Committee may make an award of up to andincluding 250,000 shares of Restricted Stock to a member of the Board agreeingto serve as an interim Officer of the Company and such award of RestrictedStock may vest in six months or upon the occurrence of the vesting criteriaspecified 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 theservices of a third party, an automated system for the documentation, grantingor exercise of Awards, such as a system using an internet website orinteractive voice response, then the paperless documentation, granting orexercise of Awards by a Participant may be permitted through the use of such anautomated system.

 

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**ARTICLE 11**

 

**CHANGESIN CAPITAL STRUCTURE**

 

11.1 Adjustments.

 

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

 

(b)           In the event of any transaction or eventdescribed in Section 11(a) or any unusual or nonrecurringtransactions or events affecting the Company, any affiliate of the Company, orthe financial statements of the Company or any affiliate, or of changes inapplicable laws, regulations or accounting principles, the Committee, in itssole and absolute discretion, and on such terms and conditions as it deemsappropriate, either by the terms of the Award or by action taken prior to theoccurrence of such transaction or event and either automatically or upon theParticipant’s request, is hereby authorized to take any one or more of thefollowing actions whenever the Committee determines that such action isappropriate in order to prevent dilution or enlargement of the benefits or potentialbenefits intended to be made available under the Plan or with respect to anyAward under the Plan, to facilitate such transactions or events or to giveeffect to such changes in laws, regulations or principles:

 

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

** **

**(ii)           Toprovide that such Award be assumed by the successor or survivor corporation, ora 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 thenumber and kind of shares and prices;**

** **

**(iii)          To makeadjustments in the number and type of shares of Common Stock (or othersecurities or property) subject to outstanding Awards, and in the number andkind of outstanding Restricted Stock or Deferred Stock and/or in the terms andconditions of (including the grant or exercise price), and the criteriaincluded in, outstanding options, rights and awards and options, rights andawards which may be granted in the future;**

** **

**(iv)          Toprovide that such Award shall be exercisable or payable or fully vested withrespect to all shares covered thereby, notwithstanding anything to the contraryin the Plan or the applicable Award Agreement; and**

** **

**(v)           Toprovide that the Award cannot vest, be exercised or become payable after suchevent.**

** **

(c)           Inconnection with the occurrence of any Equity Restructuring, and notwithstandinganything to the contrary in Sections 11(a) and 11(b):

 

**(i)            Thenumber and type of securities subject to each outstanding Award and theexercise price or grant price thereof, if applicable, will be proportionatelyand equitably adjusted.  The adjustmentsprovided under this Section 11.1(c)(i) shall be nondiscretionary andshall be final and binding on the affected Participant and the Company.**

 

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(ii)           TheCommittee shall make such equitable adjustments, if any, as the Committee inits discretion may deem appropriate to reflect such Equity Restructuring withrespect to the aggregate number and kind of shares that may be issued under thePlan (including, but not limited to, adjustments of the limitations in Sections3.1 and 3.3).

 

11.2 Accelerationupon a Change of Control. Except as may otherwise be provided in any Award Agreement or any otherwritten agreement entered into by and between the Company and a Participant, ifa Change of Control occurs and a Participant’s Options, Restricted Stock orStock Appreciation Rights settled in stock are not converted, assumed, orreplaced by a successor, such Awards shall become fully exercisable and allforfeiture restrictions on such Awards shall lapse; and provided such Change ofControl is a change in the ownership or effective control of the Company or inthe ownership of or a substantial portion of the assets of the Company withinthe meaning of Section 409A of the Code, then all Restricted Stock Units,Deferred Stock and Performance Stock shall become deliverable upon the Changeof Control.  Upon, or in anticipation of,a Change of Control, the Committee may in its sole discretion provide for (i) anyand all Awards outstanding hereunder to terminate at a specific time in thefuture and shall give each Participant the right to exercise such Awards duringa period of time as the Committee shall determine, (ii) either thepurchase of any Award for an amount of cash equal to the amount that could havebeen attained upon the exercise of such Award or realization of the Participant’srights had such Award been currently exercisable or payable or fully vested(and, for the avoidance of doubt, if as of such date the Committee determinesin good faith that no amount would have been attained upon the exercise of suchAward or realization of the Participant’ s rights, then such Award may beterminated by the Company without payment), (iii) the replacement of suchAward with other rights or property selected by the Committee in its solediscretion the assumption of or substitution of such Award by the successor orsurviving corporation, or a parent or subsidiary thereof, with appropriateadjustments as to the number and kind of Shares and prices, or (iv) providefor payment of Awards in cash based on the value of Stock on the date of theChange of Control plus reasonable interest on the Award through the date suchAward would otherwise be vested or have been paid in accordance with itsoriginal terms, if necessary to comply with Section 409A of the Code.

 

11.3 NoOther Rights.  Except asexpressly provided in the Plan, no Participant shall have any rights by reasonof any subdivision or consolidation of shares of stock of any class, thepayment of any dividend, any increase or decrease in the number of shares ofstock of any class or any dissolution, liquidation, merger, or consolidation ofthe Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of theCommittee under the Plan, no issuance by the Company of shares of stock of anyclass, or securities convertible into shares of stock of any class, shallaffect, and no adjustment by reason thereof shall be made with respect to, thenumber of shares of Stock subject to an Award or the grant or exercise price ofany Award.

 

**ARTICLE 12**

 

**ADMINISTRATION**

 

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

 

12.2 Actionby the Committee.  TheCommittee shall act in accordance with its charter.  If the Committee does not have a charter, themajority of the Committee shall constitute a quorum, and the acts of a majorityof the members present at any meeting at which a quorum is present, and actsapproved in writing by a majority of the Committee in lieu of a meeting, shallbe deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or actupon any report or other information furnished to that member by any officer orother employee of the Company or any Subsidiary, the Company’s independentcertified public accountants, or any executive compensation consultant or otherprofessional retained by the Company to assist in the administration of thePlan.

 

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12.3 Authorityof Committee.  Subject to anyspecific 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 tobe granted to each Participant;

 

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

 

(d)           Determine the terms and conditions of anyAward granted pursuant to the Plan, including, but not limited to, the exerciseprice, grant price, or purchase price, any restrictions or limitations on theAward, any schedule for lapse of forfeiture restrictions or restrictions on theexercisability of an Award, and accelerations or waivers thereof, anyprovisions related to non-competition and recapture of gain on an Award, basedin each case on such considerations as the Committee in its sole discretiondetermines; *provided, however*,that the Committee shall not have the authority to accelerate the vesting orwaive the forfeiture of any Performance-Based Awards;

 

(e)           Determine whether, to what extent, andpursuant to what circumstances an Award may be settled in, or the exerciseprice 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 AwardAgreement, which need not be identical for each Participant;

 

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

 

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

 

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

 

(j)            Make all other decisions anddeterminations that may be required pursuant to the Plan or as the Committeedeems 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 moremembers of the Board or one or more officers of the Company the authority togrant or amend Awards to Participants other than (a) senior executives ofthe Company who are subject to Section 16 of the Exchange Act, (b) CoveredEmployees, or (c) officers of the Company (or members of the Board) towhom authority to grant or amend Awards has been delegated hereunder.  Any delegation hereunder shall be subject tothe restrictions and limits that the Committee specifies at the time of suchdelegation, and the Committee may at any time rescind the authority sodelegated or appoint a new delegatee.  Atall times, the delegatee appointed under this Section 12.5 shall serve insuch capacity at the pleasure of the Committee.

 

12.5 DecisionsBinding.  The Committee’sinterpretation of the Plan, any Awards granted pursuant to the Plan, any AwardAgreement and all decisions and determinations by the Committee with respect tothe Plan are final, binding, and conclusive on all parties.

 

**ARTICLE 13**

 

**EFFECTIVEAND EXPIRATION DATE**

 

13.1 EffectiveDate.  This Amended andRestated Plan is effective as of the date the Plan is approved by the Company’sstockholders either:

 

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

 

(b)           By a method and in a degree that would betreated as adequate under Delaware law in the case of an action requiringstockholder approval.

 

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13.2 ExpirationDate.  The Plan will expireon, and no Award may be granted pursuant to the Plan after, the tenthanniversary of the Restatement Effective Date. Any Awards that are outstanding on the tenth anniversary of theRestatement Effective Date shall remain in force according to the terms of thePlan 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 anytime and from time to time, the Committee may terminate, amend or modify thePlan; *provided, however*, that (a) tothe extent necessary and desirable to comply with any applicable law,regulation, or stock exchange rule, the Company shall obtain stockholderapproval of any Plan amendment in such a manner and to such a degree asrequired, and (b) stockholder approval is required for any amendment tothe Plan that (i) increases the number of shares available under the Plan(other than any adjustment as provided by Article 11), (ii) permitsthe Committee to grant Options with an exercise price that is below Fair MarketValue on the date of grant, (iii) permits the Committee to extend theexercise period for an Option beyond ten years from the date of grant, or (iv) resultsin a material increase in benefits or a change in eligibilityrequirements.  Notwithstanding anyprovision in this Plan to the contrary, absent approval of the stockholders ofthe Company, no Option may be amended to reduce the per share exercise price ofthe shares subject to such Option below the per share exercise price as of thedate the Option is granted and, except as permitted by Article 11, noOption may be granted in exchange for, or in connection with, the cancellationor surrender of an Option having a higher per share exercise price.

 

14.2 AwardsPreviously Granted.  Exceptwith respect to amendments made pursuant to Section 15.14, no termination,amendment, or modification of the Plan shall adversely affect in any materialway any Award previously granted pursuant to the Plan without the prior writtenconsent of the Participant.

 

**ARTICLE 15**

 

**GENERALPROVISIONS**

 

15.1 NoRights to Awards.  NoParticipant, employee, or other person shall have any claim to be granted anyAward pursuant to the Plan, and neither the Company nor the Committee isobligated to treat Participants, employees, and other persons uniformly.

 

15.2 NoStockholders Rights.  Exceptas otherwise provided herein, a Participant shall have none of the rights of astockholder of the Company with respect to shares of Stock covered by an Awardunless and until the Participant becomes the record owner of such shares.

 

15.3 Withholding.  The Company or any Subsidiary shall have theauthority and the right to deduct or withhold, or require a Participant toremit to the Company, an amount sufficient to satisfy federal, state, local andforeign taxes (including the Participant’s employment tax obligations) requiredby law to be withheld with respect to any taxable event concerning aParticipant arising as a result of this Plan. The Committee may in its discretion and in satisfaction of the foregoingrequirement allow a Participant to elect to have the Company withhold shares ofStock otherwise issuable under an Award (or allow the return of shares ofStock) having a Fair Market Value equal to the sums required to bewithheld.  Notwithstanding any otherprovision of the Plan, the number of shares of Stock which may be withheld withrespect to the issuance, vesting, exercise or payment of any Award (or whichmay be repurchased from the Participant of such Award within six months aftersuch shares of Stock were acquired by the Participant from the Company) inorder to satisfy the Participant’s federal, state, local and foreign income andpayroll tax liabilities with respect to the issuance, vesting, exercise orpayment of the Award shall be limited to the number of shares which have a FairMarket Value on the date of withholding or repurchase equal to the aggregateamount of such liabilities based on the minimum statutory withholding rates forfederal, state, local and foreign income tax and payroll tax purposes that areapplicable to such supplemental taxable income.

 

15.4 NoRight to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limitin any way the right of the Company or any Subsidiary to terminate anyParticipant’s employment or services at any time, nor confer upon anyParticipant any right to continue in the employ or service of the Company orany Subsidiary.

 

15.5 UnfundedStatus of Awards.  The Plan isintended to be an “unfunded” plan for incentive compensation.  With respect to any payments not yet made toa Participant pursuant to an Award, nothing contained in the Plan or any AwardAgreement shall give the Participant any rights that are greater than those ofa general creditor of the Company or any 

 

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Subsidiary.

 

15.6 Indemnification.  To the extent allowable pursuant toapplicable law, each member of the Committee or of the Board shall beindemnified and held harmless by the Company from any loss, cost, liability, orexpense that may be imposed upon or reasonably incurred by such member inconnection with or resulting from any claim, action, suit, or proceeding towhich he or she may be a party or in which he or she may be involved by reasonof any action or failure to act pursuant to the Plan and against and from anyand 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 anddefend the same before he or she undertakes to handle and defend it on his orher own behalf.  The foregoing right ofindemnification shall not be exclusive of any other rights of indemnificationto which such persons may be entitled pursuant to the Company’s Certificate of Incorporationor Bylaws, as a matter of law, or otherwise, or any power that the Company mayhave to indemnify them or hold them harmless.

 

15.7 Relationshipto other Benefits.  No paymentpursuant to the Plan shall be taken into account in determining any benefitspursuant to any pension, retirement, savings, profit sharing, group insurance,welfare or other benefit plan of the Company or any Subsidiary except to theextent otherwise expressly provided in writing in such other plan or anagreement thereunder.

 

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

 

15.9 Titlesand Headings.  The titles andheadings 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 orheadings, shall control.

 

15.10       Fractional Shares.  Nofractional shares of Stock shall be issued and the Committee shall determine,in its discretion, whether cash shall be given in lieu of fractional shares orwhether such fractional shares shall be eliminated by rounding up or down asappropriate.

 

15.11       Limitations Applicable to Section 16Persons.  Notwithstanding any otherprovision of the Plan, the Plan, and any Award granted or awarded to anyParticipant who is then subject to Section 16 of the Exchange Act, shallbe subject to any additional limitations set forth in any applicable exemptive rule underSection 16 of the Exchange Act (including any amendment to Rule 16b-3of the Exchange Act) that are requirements for the application of suchexemptive rule.  To the extent permittedby applicable law, the Plan and Awards granted or awarded hereunder shall bedeemed amended to the extent necessary to conform to such applicable exemptiverule.

 

15.12       Government and Other Regulations.  The obligation of the Company to make paymentof awards in Stock or otherwise shall be subject to all applicable laws, rules,and regulations, and to such approvals by government agencies as may berequired.  The Company shall be under noobligation to register pursuant to the Securities Act of 1933, as amended, anyof the shares of Stock paid pursuant to the Plan.  If the shares paid pursuant to the Plan mayin certain circumstances be exempt from registration pursuant to the SecuritiesAct of 1933, as amended, the Company may restrict the transfer of such sharesin such manner as it deems advisable to ensure the availability of any suchexemption.

 

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

 

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

 

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*  * *  *  *

 

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

 

Executed on this4th day of November, 2008.

 

 
|   | /s/  David K. Armstrong |
|--------|-------------------------|
|   | Corporate  Secretary    |

 

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