**Exhibit 10.10**

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**ACCURIDECORPORATION**

**INCENTIVECOMPENSATION PLAN**

 

# **I.**              ESTABLISHMENT AND PURPOSE

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AccurideCorporation (the “**Company**”)hereby establishes the Accuride Corporation Incentive Compensation Plan (asamended from time to time, the “**Plan**”).  The purpose of the Plan is to (i) attractand retain highly qualified individuals; (ii) obtain from each eligiblePlan participant the best possible performance; (iii) establish one ormore performance goals based on objective criteria; (iv) furtherunderscore the importance of achieving business objectives for the short andlong term; and (v) include in each eligible Plan participant’scompensation package an annual incentive component which is tied directly tothe achievement of those objectives.

 

To theextent applicable, the Plan is intended to qualify as performance-basedcompensation under Section 162(m) of the Internal Revenue Code of1986, as amended and the regulations issued thereunder (the “**Code**”).

 

# **II.**            EFFECTIVE DATE; TERM

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ThePlan will be effective for performance periods occurring after the Plan isapproved by the Company’s shareholders under Section X.  Once effective, the Plan shall remain ineffect until such time as it shall be terminated by the Committee (as definedbelow).  The Committee may terminate thePlan at any time; provided, however that except in the event of a Change inControl (as defined below), the Committee may not terminate the Plan during anyperformance period without payment of a pro rata portion of any bonus based onthe period of time elapsed during the performance period and a determination ofthe Committee as to satisfaction of pro rata Performance Goals for suchperiod.  For this purpose, “**Change in Control**” shall have the meaning set forth in theCompany’s Amended and Restated Incentive Award Plan, as amended from time totime and any replacement plan thereof.

 

# **III.**           ADMINISTRATION

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ThePlan shall be administered by the Compensation and Human Resources Committee ofthe Board of Directors of the Company or a subcommittee thereof (the “**Committee**”); which Committee shall consist solely of two ormore members who shall qualify as “outside directors” under Section 162(m) ofthe Code.

 

TheCommittee shall have full power to construe and interpret the Plan, establishand amend rules and regulations for its administration, and perform allother acts relating to the Plan, including the delegation of administrativeresponsibilities, that it believes reasonable and proper and in conformity withthe purposes of the Plan.

 

Anydecision made, or action taken, by the Committee arising out of or inconnection with the interpretation and/or administration of the Plan shall befinal, conclusive and binding on all persons affected thereby.

 

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# **IV.**           ELIGIBILITY AND PARTICIPATION

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Eligibilityto participate in the Plan is limited to certain salaried employees of theCompany as determined and selected by the Committee (each a “**Participant**”), but including all individuals who are “coveredemployees” within the meaning of Code Section 162(m) and the regulationsand published guidance thereunder (“**Covered Employees**”).

 

# **V.**            BUSINESS CRITERIA

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AParticipant may receive a bonus payment under the Plan based upon theattainment of performance objectives which are established by the Committee andrelate to one or more of the following corporate business criteria with respectto the Company, any of its subsidiaries or a designated business unit (the “**Performance Goals**”):  (i) earnings (either net or gross and either before or after interest, taxes,depreciation, amortization and/or other adjustments described under the Company’scredit agreements), (ii) economic value-added (as determined by theCommittee), (iii) sales or revenue, (iv) net income (either before orafter taxes), (v) cash flow (including, but not limited to, operating cashflow and free cash flow), (vi) return on capital, (vii) return oninvested capital, (viii) return on stockholders’ equity, (ix) returnon assets, (x) stockholder return, (xi) return on sales, (xii) gross ornet profit margin, (xiii) productivity, (xiv) expense, (xv) operating margin,(xvi) operating efficiency, (xvii) customer satisfaction, (xviii) workingcapital, (xix) earnings per share, (xx) price per share of common stock, (xxi)market share, (xxii) profits, (xxiii) disposition or acquisition of assets,(xxiv) cost savings, (xxv) regulatory body approval for commercialization ofnew products, (xxvi) settlement of disputes, (xxvii) funds from operations,(xxviii) plant closings or start-ups, (xxix) sales penetration or new businessawards, or (xxx) any other objectively determinable strategic objectives, anyof which may be measured either in absolute terms or as compared to anyincremental increase or as compared to results of a peer group marketperformance indicators or indices.

 

The Committee may, in its discretion, provide thatone or more objectively determinable adjustments shall be made to one or moreof the Performance Goals.  Suchadjustments may include, but are not limited to, one or more of thefollowing:  (i) items related to achange in accounting principle; (ii) items relating to financingactivities; (iii) expenses for restructuring or productivity initiatives; (iv) othernon-operating items ; (v) items related to acquisitions; (vi) itemsattributable to the business operations of any entity acquired by the Companyduring the performance period; (vii) items related to the disposal of abusiness or segment of a business; (viii) items related to discontinuedoperations that do not qualify as a segment of a business under applicableaccounting principles; (ix) items attributable to any stock dividend,stock split, combination or exchange of shares occurring during the performanceperiod; (x) any other items of significant income or expense which aredetermined to be appropriate adjustments; (xi) items relating to unusual orextraordinary corporate transactions, events or developments; (xii) itemsrelated to amortization of acquired intangible assets; (xiii) items that areoutside the scope of the Company’s core, on-going business activities; (xiv)commercial vehicle industry build rates; or (xv) items relating to any otherunusual or nonrecurring events or changes in applicable laws, accountingprinciples or business conditions.  All suchdeterminations shall be made within the time prescribed by, and otherwise incompliance with, Section 162(m) of the Code.

 

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# **VI.**           BONUS DETERMINATIONS

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Anybonuses paid to Participants under the Plan shall be based upon objectivelydeterminable bonus formulas that tie such bonuses to one or more performanceobjectives relating to the Performance Goals. Bonus formulas may be set for performance periods of one, two or threefiscal years of the Company.  Aperformance period may be concurrent or consecutive.  Participant need not be employed on the firstday of a performance period, but must be employed in an eligible position forat least three months of a performance period in order to be eligible to participatein the Plan for that performance period. If a Participant becomes eligible to participate in the Plan during aperformance period, the Committee shall determine if such Participant shall beeligible to participate in an award for such performance period and whether ornot such award may be prorated for such period.

 

Bonusformulas for Participants shall be adopted for each performance period by theCommittee no later than the latest time permitted by Section 162(m) ofthe Code (generally, for performance periods of one year or more, no later than90 days after the commencement of the performance period) and while theperformance relating to the Performance Goal(s) remain substantiallyuncertain within the meaning of Section 162(m) of the Code.

 

Althoughthe Committee may in its sole discretion reduce a bonus payable to aParticipant pursuant to the applicable bonus formula, the Committee shall haveno discretion to increase the amount of a Covered Employee’s bonus asdetermined under the applicable bonus formula.

 

Themaximum bonus payable to a Participant under the Plan shall not exceed 200% ofsuch Participant’s base salary with respect to any performance period.

 

Thepayment of a bonus to a Participant with respect to a performance period shallbe conditioned upon the Participant’s employment by the Company on the last dayof the performance period; provided, however, that the Committee may makeexceptions to this requirement, in its sole discretion, in the case of aParticipant’s death or disability or Change in Control.

 

Nobonuses shall be paid to Participants unless and until the Committee makes acertification in writing with respect to the attainment of the performanceobjectives as required by Section 162(m) of the Code.

 

# **VII.**         ADDITIONAL CONDITIONS

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Foreach performance period the Company will prepare proposed “Eligibility, TargetOpportunity and Administrative Guidelines” (the “**Guidelines**”)that set forth eligibility and other administrative details regarding awardsfor such performance period.  TheCommittee shall approve the Guidelines along with the applicable PerformanceGoals within the time prescribed by, and otherwise in compliance with, Section 162(m) ofthe Code.

 

Once abonus formula is established under Section VI based on one or more of thePerformance Goals, the Committee may with the consent of the Participantestablish (and once established, rescind, waive or amend) additional conditionsand terms of payment of awards 

 

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(including but not limited to the achievement of otherfinancial, strategic or individual goals, which may be objective or subjective)as it deems desirable in carrying out the purposes of the Plan and may takeinto account such other factors as it deems appropriate in administering anyaspect of the Plan.  However, theCommittee shall have no authority to increase the amount of a targeted awardgranted to any Covered Employee or to pay an award under the Plan if thePerformance Goal has not been satisfied.

 

Thepayment of an award to a Participant with respect to a performance period shallbe conditioned upon the Participant’s employment by the Company on the last dayof the performance period; *provided, however*,that in the discretion of the Committee, awards may be paid to Participants whohave retired or whose employment has terminated after the beginning of theperiod for which an award is made, or to the designee or estate of aParticipant who died during such period.

 

# **VIII.**        PAYMENT OF AWARDS

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Allawards shall be paid in (i) cash or (ii) with the consent of theParticipant and the Committee, the equivalent value of common stock of theCompany (“**Common Stock**”) based on the fair marketvalue of the Common Stock on the date the bonus is awarded, as determined bythe Committee.  The Committee may imposevesting and other similar conditions upon any payment of awards made in CommonStock; provided that any vesting terms shall not be longer than four yearsfollowing the date of payment in Common Stock. For this purpose fair market value shall have the meaning set forth in the Company’s Equity IncentivePlan.

 

No awards shall be paid unless and until theCommittee certifies, in writing, that the amounts payable with respect to eachaward, and all awards in the aggregate, do not exceed the limitations set forthin Section VI and that the amount payable to each Participant does notexceed the amount of the targeted award granted to the Participant at thebeginning of the performance period. Awards shall be paid as soon aspracticable following the end of the performance period, but in no event shallpayment be made later than two and one half months following the end of theperformance period.  If a Participant voluntarilyterminates employment or is involuntarily terminated for any reason (except forthose reasons described above) after the end of the performance period butbefore distribution of the award, he or she shall forfeit any rights to anaward for such performance period, unless such forfeiture is prohibited byapplicable state, provincial or other prevailing law.

 

# **IX.**           SPECIAL AWARDS AND OTHER PLANS

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Nothingcontained in the Plan shall prohibit the Company from granting awards orauthorizing other compensation to any person under any other plan or authorityor limit the authority of the Company to establish other special awards orincentive compensation plans providing for the payment of incentivecompensation to employees (including those employees who are eligible toparticipate in the Plan).

 

# **X.**            STOCKHOLDER APPROVAL

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Noawards shall be paid under the Plan unless and until the Company’s stockholdersshall have approved the Plan and the Performance Goals as required by Section 162(m) ofthe Code.

 

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# **XI.**           AMENDMENT OF THE PLAN

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TheCompensation Committee shall have the right to amend the Plan from time to timeor to repeal it entirely or to direct the discontinuance of awards eithertemporarily or permanently; *provided,however*, that no amendment of the Plan that changes the maximumaward payable to any Participant as set forth in Section VI, or materiallyamends the definition of Performance Goals under Section V, shall beeffective before approval by the affirmative vote of a majority of sharesvoting at a meeting of the shareholders of the Company.

 

# **XII.**         RIGHTS OF PLAN PARTICIPANTS

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Neitherthe Plan, nor the adoption or operation of the Plan, nor any documentsdescribing or referring to the Plan (or any part hereof) shall confer upon anyParticipant any right to continue in the employ of the Company or shall interferewith or restrict in any way the rights of the Company, which are herebyexpressly reserved, to discharge any Participant at any time for any reasonwhatsoever, with or without cause.

 

Noindividual to whom an award has been made or any other party shall have anyinterest in the cash or any other asset of the Company prior to such amountbeing paid.

 

Noright or interest of any Participant shall be assignable or transferable, orsubject to any claims of any creditor or subject to any lien.

 

# **XIII.**        MISCELLANEOUS

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TheCompany shall deduct all federal, state and local taxes required by law orCompany policy from any award paid hereunder.

 

In noevent shall the Company be obligated to pay to any Participant an award for anyperiod by reason of the Company’s payment of an award to such Participant inany other period, or by reason of the Company’s payment of an award to anyother Participant or Participants in such period or in any other period.  Nothing contained in this Plan shall conferupon any person any claim or right to any payments hereunder.  Such payments shall be made at the solediscretion of the Committee.

 

ThePlan shall be unfunded.  Amounts payableunder the Plan are not and will not be transferred into a trust or otherwiseset aside.  The Company shall not berequired to establish any special or separate fund or to make any othersegregation of assets to assure the payment of any award under the Plan.  Any accounts under the Plan are forbookkeeping purposes only and do not represent a claim against the specificassets of the Company.

 

It isthe intent of the Company that the Plan and awards made hereunder shall satisfyand shall be interpreted in a manner that satisfies any applicable requirementsas performance-based compensation within the meaning of Section 162(m) ofthe Code.  Any provision, application orinterpretation of the Plan that is inconsistent with this intent to satisfy thestandards in Section 162(m) of the Code shall be disregarded.

 

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Anyprovision of the Plan that is prohibited or unenforceable shall be ineffectiveto the extent of such prohibition or unenforceability without invalidating theremaining provisions of the Plan.

 

ThePlan and the rights and obligations of the parties to the Plan shall begoverned by, and construed and interpreted in accordance with, the law of theState of Delaware (without regard to principles of conflicts of law).

 

# **XIV.**        SECTION 409A COMPLIANCE

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Paymentsunder this Plan are intended to be exempt from the provisions of Code Section 409A;provided however, that if any amounts under this Plan are subject to Code Section 409A,then the Plan shall be administered in compliance with Code Section 409Aand shall be interpreted, to the extent possible, to comply with Code Section 409A.  The Plan shall not be adjusted, amended orsuspended in a way that results in a violation of Code Section 409A or anyother provisions of applicable law.  Anysuch adjustment, amendment or suspension shall be null and void.  To the extent subject to Code Section 409A,then payments made by the Company will payable at a specified time or pursuantto a fixed schedule within the meaning of Treas. Reg. §1.409A-3(i)(1)(iv).  Notwithstanding any other provision of thisPlan to the contrary, neither the time nor the schedule of any payment underthis Plan may be accelerated or subject to a further deferral except asprovided in Treas. Reg. §1.409A-3(j)(4). Payment under this Plan may be delayed only in accordance with theregulations issued pursuant to Code Section 409A.

 

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Adopted by Accuride Corporation on February 25,2009.

 

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