**Exhibit 10.2**

 

**ACCURIDE CORPORATION**

 

**RESTRICTED STOCK AWARD AGREEMENT**

 
| **Name:**      | **[NAME]** | ** **                                                                                                                                                                      | **Accuride Corporation 2005 Incentive Award Plan**                                                                                                                      |
|----------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |       |                                                                                                                                                                            | **(As Amended and Restated)**                                                                                                                                           |
| **Address:**   |       |                                                                                                                                                                            |
|           |       | **Grant:**                                                                                                                                                                      | ** [                ]  shares of Common Stock (the “Restricted Stock”)** |
|           | ** ** | ** **                                                                                                                                                                      |
| **Signature:** |       | **Grant Date:  [                          ]** |

** **

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

 

Untilvested the Restricted Stock shall be subject to the forfeiture and transferrestrictions contained in this Agreement. The Restricted Stock will fully vest and no longer be subject to therestrictions of and forfeiture under this Agreement provided that:

 

[VESTINGCONDITIONS].

 

In the event of the termination of youremployment with the Company for any reason, whether such termination isoccasioned by you, by the Company, with or without cause or by mutual agreementprior to the date you are vested in the Restricted Stock, then your right tovest in the Restricted Stock, if any, will terminate and all shares of theRestricted Stock shall be forfeited and cancelled.

 

Priorto vesting the Restricted Stock or any interest or right therein or partthereof shall not be subject to disposition by transfer, alienation,anticipation, pledge, hypothecation, encumbrance, assignment or any othermeans, whether such disposition be voluntary or involuntary or by operation oflaw by judgment, levy, attachment, garnishment or any other legal or equitableproceedings (including bankruptcy), and any attempted disposition thereof shallbe null and void and of no effect; provided the Restricted Stock may betransferable by will or the laws of descent and distribution.

 

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

 

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

 

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

 

Youwill receive all dividends paid on and will be entitled to vote the RestrictedStock.  Following the vesting of any ofyour Restricted Stock, the Company will cause to be issued and delivered to youcertificates evidencing such Restricted Stock, free of the legend providedabove, or cause such shares to be entered in book entry form with the Company’stransfer agent.

 

TheCompany has the authority to deduct or withhold, or require you to remit to theCompany, an amount sufficient to satisfy applicable federal, state, local andforeign taxes arising from this Restricted Stock Award.  You may satisfy your tax obligation, in wholeor in part, as follows:

 

(a) ifyou make an election under Section 83(b) of the Code to be taxed onthe Restricted Stock as of the Grant Date, then you must satisfy allwithholding obligations in a cash payment to the Company in the amount of suchrequired withholding;

 

(b) ifyou are taxed on the Restricted Stock at vesting, then you may (I) electto have the Company withhold shares of your Restricted Stock otherwise to bedelivered with a fair market value equal to the minimum amount of the taxwithholding obligation; (II) surrender to the Company previously ownedshares of Stock with a fair market value equal to the minimum amount of the taxwithholding obligation, or (III) pay in cash to the Company an amountequal to the required withholding; provided, however, that if the RestrictedStock vests during a period in which you are prohibited from trading under anypolicy of the Company or by reason of the Exchange Act, then the taxwithholding obligation shall automatically be satisfied in accordance withsubsection (I) of this paragraph.

 

ThisRestricted Stock Award is granted under and governed by the terms andconditions of the Plan.  You acknowledgeand agree that the Plan is discretionary in nature and may be amended,cancelled, or terminated by the Company, in its sole discretion, at anytime.  The grant of a Restricted StockAward under the Plan is a one-time benefit and does not create any contractualor other right to receive an award of Restricted Stock or benefits in lieu ofRestricted Stock in the future.  Futureawards of Restricted Stock, if any, will be at the sole discretion of theCompany, including, but not limited to, the timing of the award, the number ofshares, or vesting provisions.  The Planhas been introduced voluntarily by the Company and in accordance with theprovisions of the Plan may be terminated by the Company at any time.  By execution of this Agreement, you consentto the provisions of the Plan and this Agreement.  

 

 
| COMPANY:              |   |
|-----------------------|--------|
| ACCURIDE  CORPORATION |   |
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| By:                   |   |   |
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| Its:                  |   |   |

 

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