**Exhibit 10.11**

 

**[Accuride, Inc.Letterhead]**

 

May    ,2009

 

[Insert Name and Addressof Employee]

 

Dear                             :

 

As you are aware AccurideCorporation (“Accuride”) like the rest of the commercial vehicle industry isfacing challenging times.  We believethat your continued efforts are important to Accuride’s success.  Therefore, to incentivize you to remaincommitted to the success of Accuride, we are offering a retention bonus whichis outlined below.  We are happy todiscuss any questions you may have regarding this bonus; however, we do askthat you please keep the contents of this letter confidential.

 

Retention Bonus

 

Subject to your executionof the Agreement Regarding Confidential Information and Noncompetition attachedhereto as Exhibit A (the “Noncompete Agreement”), you will be eligible toreceive a Retention Bonus from us equal to your annual salary of $        ,(the “Retention Bonus”) provided that you are actively employed on a full-timebasis by Accuride or anyof its subsidiaries on May     , 2010 (the “PaymentDate”), or if Accuride terminates your employment other than for “Cause” asdefined below prior to the Payment Date. Payments under this agreement will not offset any severance underSections 2(b) or 3(b) or any other section of the Severance andRetention Agreement, dated December       ,2008, and the Severance and Retention Agreement is specifically amended by thisreference to exclude payments under this agreement from such offset.

 

For purposes of thisagreement, “Cause” means termination of employment due to:  (a) your continued willful failure,neglect or refusal to perform your duties to Accuride or any of itssubsidiaries at which you are employed, which continues beyond ten days after awritten demand for substantial performance is delivered to you by Accuride; (b) conductby you involving (i) dishonesty, fraud, or breach of trust in connectionwith your employment or (ii) conduct which would be a reasonable basis foran indictment for a felony or for a misdemeanor involving moral turpitude; (c) yourwillful and continued failure or refusal to follow material directions of yoursupervisor or any other act of insubordination by you; or (d) willfulmalfeasance or willful misconduct by you which is injurious to Accuride and itssubsidiaries, monetarily or otherwise.

 

You will not receive aRetention Bonus if you voluntarily leave Accuride, or are terminated for Causeprior to the Payment Date.

 

Accuride will pay theRetention Bonus on the earlier of the Payment Date or within 7 days of yourtermination, if such termination is by Accuride other than for Cause.

 

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If prior to November     ,2010 you violate the Noncompete Agreement, or are terminated for Cause, thenyou agree to repay the Retention Bonus to Accuride and consent to Accuride (oryour employer) offsetting any amounts that it may owe you by the amount of theRetention Bonus, including any severance, vacation pay or payments due upontermination of employment.

 

Nothing containedin this letter agreement conveys upon you the right to continue to be employedby Accuride or any successor thereto, constitutes a contract or agreement ofemployment or restricts Accuride’s or any successor’s right to terminate you atany time, with or without Cause.

 

All amounts payablewill be less any legally required or voluntarily elected withholdings.

 

The laws of theState of Indiana will govern the terms of this letter agreement.  You agree and consent that any disputepertaining to this letter agreement shall be decided by binding arbitrationbefore a single independent arbitrator selected by the Company.  The arbitration hearing shall occur at a timeand place convenient to the parties in Evansville, Indiana, within 30 days ofselection or appointment of the arbitrator. The arbitration shall be governed by the National Rules for theResolution of Employment Disputes of the American Arbitration Association (“AAA”)in effect on the date of the first notice of demand for arbitration.  The arbitrator shall issue written findingsof fact and conclusions of law, and an award, within 15 days of the date of thehearing unless the parties otherwise agree. Damages shall be limited to contractual damages.  The arbitrator may award attorney’s fees tothe prevailing party and assess costs against the non-prevailing party.  Issues of procedure, arbitrability, orconfirmation of award shall be governed by the Federal Arbitration Act, 9U.S.C.  §§ 1-16, except that Courtreview of the arbitrator’s award shall be that of an appellate court reviewinga decision of a trial judge sitting without a jury.

 

We are counting onyour continued support.  Please indicateyour acceptance of the terms and covenants set forth in this letter agreementby signing and dating it below and returning it to me, along with a signed anddated Noncompete Agreement.

 
|                 | Very truly yours, |
|----------------------|-------------------|
|                 |              |
|                 |              |
| Agreed and Accepted. |              |
|                 |              |
|                 |              |
|                 |              |
| [Name]               |              |
|                 |              |
|                 |              |
|                 |              |
| Date                 |              |

 

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**Exhibit A**

 

**AGREEMENT REGARDING**

**CONFIDENTIALINFORMATION AND**

**NONCOMPETITION**

 

ThisAgreement Regarding Confidential Information and Noncompetition (“Agreement”)is made by and among Accuride Corporation (the “Company” and together with itssubsidiaries and affiliates the “Companies”) and [       ](the “Employee”).

 

WHEREAS,the Company has proprietary and confidential information which it wishes tosafeguard and keep confidential;

 

WHEREAS,Employee has access to such proprietary and confidential information, thedisclosure of which would be harmful to the Company’s business;

 

WHEREAS,the Company and Employee have entered into a letter agreement dated May     ,2009 pursuant to which the Company has agreed to pay Employee a retention bonussubject to certain terms and conditions set forth therein.

 

NOW,THEREFORE, in consideration of the Company’s promises as set forth in theRetention Bonus Agreement, and Employee’s continued employment with the Companyand such other opportunities as may be made available to Employee by theCompany, and other good and valuable consideration, the sufficiency of which ishereby acknowledged, the Companies and Employee (collectively, the Parties”)hereby agree as follows:

 

1                                          Exposureto Proprietary Information.

 

(a)           Asused in this Agreement, “Proprietary Information” means all information of abusiness or technical nature that relates to the Companies including, withoutlimitation, all information about its businesses, clients, potential clients,marketing plans, advertising, contracts, potential contracts, strategies,forecasts, pricing, methods, practices, techniques, business plans, financialplans, research, development, purchasing, accounting, know-how, technical data,processes, product development, and trade secrets (as defined by the UniformTrade Secrets Act, as amended), and any information regarding any client of theCompanies or any other information that the Companies are required to keepconfidential.  Notwithstanding thepreceding sentence, the term “Proprietary Information” does not includeinformation that is or becomes publicly available through no fault of Employee.

 

(b)           Employeeacknowledges that the Proprietary Information constitutes a protectiblebusiness interest of the Companies, and covenants and agrees that at all timeshe or she will not, directly or indirectly, disclose, furnish, make availableor utilize any of the Proprietary Information, other than in the properperformance of his or her duties for the Companies.  Employee’s obligations under this Section withrespect to particular Proprietary Information will survive expiration ortermination of her employment and will terminate only at such time (if any) asthe Proprietary Information 

 

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in question becomes generally known to the publicother than through a breach of Employee’s obligations under this Section.

 

(c)           Employeeacknowledges that all records, documents, and tangible embodiments containingor of Proprietary Information prepared by Employee or which came into his orher possession by virtue of her employment by the Company are and will remainthe property of the Companies.

 

2                                          Nonsolicitationof Clients. Employee agrees that during employment and for a period of twoyears from Employee’s termination of employment with the Company or, if a courtdetermines that two years is unreasonable, one year from Employee’s terminationof employment with the Company, for any reason, he or she will not, directly orindirectly, contact, solicit, contract with, or attempt to contract with anyentity engaged in the commercial vehicle component industry with which the Companyhas contracts during his or her employment or at the time of termination ofemployment.

 

3                                          Nonsolicitationof Employees.  Employee agrees thatduring employment and for a period of two years from Employee’s termination ofemployment with the Company or, if a court determines that two years isunreasonable, one year from Employee’s termination of employment with theCompany, for any reason, he or she will not, directly or indirectly solicit orattempt to solicit away from employment with the Companies any officer,employee or agent of the Companies. Advertisements directed at the general population will not be consideredsoliciting of a type prohibited by this Agreement.

 

4                                          Non-Compete.  Employee acknowledges that the pursuit of theactivities forbidden by this Section 4 would necessarily involve the useor disclosure of Proprietary Information in breach of Section 1 and thatviolation of this Section 4 may result in irreparable harm and damage tothe Companies.  Therefore, Employeeagrees that for the term of his or her employment with the Company, and for theRestricted Period (as defined below), he or she will not, without the expressprior written consent of the Company, directly or indirectly, own, organize,consult with, be employed by, advise, be a partner of or joint venturer with,be a director or managing member of, or otherwise assist or provide his or herservices to any Competitor within the Restricted Area..  For this purpose, the “Restricted Area” meansthe United States of America.  If a courtof competent jurisdiction determines that the United States of America is alarger area than necessary to protect the Company’s business interests, theparties agree that the Restricted Area will be the largest of the followingareas that the court determines to be reasonable:  the United States of America east of theMississippi River; all states in which you performed services while employed bythe Company; the State of Indiana; the County of Vanderburgh; or the City ofEvansville, Indiana.  For this purpose,the “Restriction Period” begins on the effective date of your termination ofemployment for whatever reason and ends at the end of the 24th monththereafter, or if a court of competent jurisdiction concludes that 24 months islonger than necessary to protect the Company’s business interests, then theparties agree that the restriction period will end at the end of the longest ofthe following number of months that the court determines to be reasonable:  23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13,12, 11, 10, 9, 8, 7, 6, 5, 4, or 3.  A“Competitor” shall mean any seller, distributor or manufacturer of commercialvehicle components or an entity otherwise providing any services any servicesin the commercial vehicle component industry of the type and nature that arerequired to be performed 

 

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by or for the Company.  Nothingcontained in this Section 4 shall restrict Employee from owning, acquiringor holding stock representing less than 1% of the outstanding stock of anypublicly traded corporation.

 

5                                          Reformationof Covenants.  The parties agree thatthe scope of any provision of Sections 2, 3 or 4 may be modified by a judge inany proceeding to enforce this Agreement, so that such provision can be enforcedto the maximum extent permitted by law. If any court of competent jurisdiction determines that any portion of Section 2,3 or 4 is invalid or unenforceable, the remainder of such Section will notthereby be affected and will be given full effect, without regard to invalidportions.

 

6                                          Breachof Covenants**.** Employee acknowledges and agrees that any breach of any of the covenantsor agreements contained herein shall be grounds for immediate termination ofemployment.  Employee furtheracknowledges that (i) the restrictions contained in this Agreement arereasonable and necessary to protect the legitimate interests of the Company,and (b) any violation of Employee’s covenants will result in irreparableinjury to the Company, the exact amount of which will be difficult toascertain, and that the remedies at law for any such violation would not bereasonable or adequate compensation to the Company for such a violation.  Accordingly, if Employee violates thecovenants contained herein, in addition to all remedies available under law orin equity, Employee agrees and specifically consents that the Company shall beentitled to seek judicial relief seeking specific performance and injunctiverelief without the necessity of proving actual damages and may enforces itsrights pursuant to the Uniform Trade Secrets Act.  Nothing herein shall in any way release,compromise or waive any rights, remedies, claims or causes of action theCompany may have against Employee for violation of any law, including withoutlimitation the Indiana Uniform Trade Secrets Act or similar laws that may beapplicable in other states.  In the eventthe Company is required to enforce any of its rights hereunder, Employee shallbe obligated to reimburse the Company for the Retention Bonus, if previouslypaid by the Company to Employee, in addition to all reasonable costs andexpenses, including reasonable attorney’s fees, incurred by the Company inconnection with the enforcement of its rights hereunder.

 

7                                          Arbitration.  Except to obtain specific performance andinjunctive relief as permitted by Section 6, any and all disputes arisingunder, pertaining to or touching upon this Agreement or the statutory rights orobligations of either party hereto, shall, if not settled by negotiation, besubject to binding arbitration before a single independent arbitrator selectedby the Company.  The arbitration hearingshall occur at a time and place convenient to the parties in Evansville,Indiana, within 30 days of selection or appointment of the arbitrator.  The arbitration shall be governed by theNational Rules for the Resolution of Employment Disputes of the AmericanArbitration Association (“AAA”) in effect on the date of the first notice ofdemand for arbitration.  The arbitratorshall issue written findings of fact and conclusions of law, and an award,within 15 days of the date of the hearing unless the parties otherwiseagree.  Issues of procedure,arbitrability, or confirmation of award shall be governed by the FederalArbitration Act, 9 U.S.C.  §§ 1-16,except that court review of the arbitrator’s award shall be that of anappellate court reviewing a decision of a trial judge sitting without a jury.

 

8                                          EntireAgreement; Waivers; Modification.     ThisAgreement represents the entire agreement and understanding among the Partiesregarding the subject matter hereof, 

 

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and no extrinsic evidence whatsoever may be introduced to vary theterms of this Agreement.  No waiver ofany of the provisions of this Agreement, whether by conduct or otherwise, inany one or more instances, shall be deemed or construed as a further,continuing or subsequent waiver of any such provision or as a waiver of another provision of this Agreement.  Nofailure to exercise and no delay in exercising any right, remedy or powerhereunder shall preclude an other or further exercise of any other right,remedy or power provided herein or by law or in equity.  This Agreement may not be altered, amend,changed, terminated or modified in any respect except by a written instrumentclearly expressing the intent to so modify this Agreement, signed by bothParties.

 

9                                          GoverningLaw and Venue.  This Agreement shallbe governed by the laws of the State of Indiana, without regard to its conflictof laws rules.  Venue for any cause ofaction arising under this Agreement shall be in Vanderburgh County, Indiana,USA

 

**IN WITNESS WHEREOF**,the Parties have executed this Agreement on the respective dates set forthbelow.

 

 
|                                                                                                                                                                        | ACCURIDE CORPORATION |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------|
|                                                                                                                                                                        |                 |
|                                                                                                                                                                        |                 |
| Dated:                      ,  2009                                     | By:                  |   |
|                                                                                                                                                                        |                 |
|                                                                                                                                                                        |                 |
| Dated:                            ,  2009 |                 |
|                                                                                                                                                                        | EMPLOYEE             |

 

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