Exhibit 10.2


 


ACCURIDE CORPORATION


 


DIRECTORS’ DEFERRED COMPENSATION
PLAN


 

















 


ACCURIDE CORPORATION


 


DIRECTORS’ DEFERRED COMPENSATION
PLAN


 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  ELECTION
  TO DEFER

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  DEFERRED
  COMPENSATION ACCOUNTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  PAYMENT OF
  DEFERRED COMPENSATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  ADMINISTRATION;
  AMENDMENT

  	
  5

  



 

















 


ACCURIDE CORPORATION


DIRECTORS’ DEFERRED COMPENSATION
PLAN


 


Effective as of May 19, 2006


 


The Accuride Corporation Directors’ Deferred
Compensation Plan (as it may be amended from time to time, the “Plan”)
has been adopted by Accuride Corporation, a corporation organized under the
laws of the state of Delaware (the “Company”), effective as of May 19,
2006, for the benefit of its eligible non-employee directors.


 


ARTICLE I.

DEFINITIONS


 


Section 1.1                                      “Accounts”
shall mean the Director’s Cash Account and Stock Account, if any.


 


Section 1.2                                      “Board”
shall mean the Board of Directors of the Company.


 


Section 1.3                                      “Book
Value” shall mean book value per share based on generally accepted
accounting principles consistently applied, and excluding, in the Board of
Directors’ discretion, any extraordinary or unusual charges or credits such as
one time write-offs of goodwill or similar events.


 


Section 1.4                                      “Cash
Account” means the account created by the Company pursuant to Article III
of this Plan in accordance with an election by a Director to receive deferred
cash compensation under Article II hereof.


 


Section 1.5                                      “Change
in Control” means and includes each of the following:


 


(a)                                  A
transaction or series of transactions (other than an offering of Common Stock
to the general public through a registration statement filed with the
Securities and Exchange Commission) whereby any “person” or related “group” of “persons”
(as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act)
(other than the Company, any of its subsidiaries, an employee benefit plan
maintained by the Company or any of its subsidiaries or a “person” that, prior
to such transaction, directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)
of securities of the Company possessing more than 35% of the total combined
voting power of the Company’s securities outstanding immediately after such
acquisition; or


 


(b)                                 During
any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new employee or non-employee
director(s) (other than a director designated by a person who shall have
entered into an agreement with the Company to effect a


 


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transaction described in Section 1.5(a) or Section
1.5(c)) whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of a majority of the directors then still
in office who either were directors at the beginning of the two year period or
whose election or nomination for election was previously so approved, cease for
any reason to constitute a majority thereof; or


 


(c)                                  The
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of (x) a
merger, consolidation, reorganization, or business combination or (y) a sale or
other disposition of all or substantially all of the Company’s assets in any
single transaction or series of related transactions or (z) the acquisition of
assets or stock of another entity, in each case other than a transaction:


 


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


 


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


 


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


 


The Board, or its delegated committee or subcommittee,
shall determine whether a Change in Control of the Company has occurred under
the above definition, and the date of the occurrence of such Change in Control
and any incidental matters relating thereto.


 


Section 1.6                                      “Common
Stock” shall mean the common stock of the Company, par value $0.01 per
share.


 


Section 1.7                                      “Company”
means Accuride Corporation, a Delaware corporation.


 


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Section 1.8                                      “DCUs”
means deferred compensation units which have the value equal to shares of
Common Stock, one DCU being equal to one share of Common Stock.


 


Section 1.9                                      “Director”
shall mean a member of the Board who is not an employee of the Company or any
of its subsidiaries.


 


Section 1.10                                “Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


Section 1.11                                “Fees”
shall mean amounts payable to a Director for serving as a member of the Board,
including without limitation any (a) annual or other periodic retainer
payments; (b) fees payable for meeting attendance; (c) fees payable for
committee membership; and (d) fees payable for Board or committee chairmanship.


 


Section 1.12                                “Plan”
shall have the meaning set forth in the recitals hereto.


 


Section 1.13                                “Stock Account” shall
mean the account created by the Company pursuant to Article III of this Plan in
accordance with an election by a Director to receive stock-based compensation
under Article II hereof.


 


Section 1.14                                “Stock Value” shall
mean, per share, for any given day, (i) if the Common Stock of the Company is
not publicly traded, the Book Value of the Company’s Common Stock on such day,
and (ii) if the Common Stock of the Company is publicly traded, the closing
price of the Company’s Common Stock as reported on the exchange upon which such
Common Stock is listed on such day or, if the closing price is not available
for the Common Stock on a date in question, then the next preceding practicable
date for which such closing price is available.


 


Section 1.15                                “Year”
shall mean calendar year.


 


ARTICLE II.

ELECTION TO DEFER


 


Section 2.1                                      A
Director may elect, on or before December 31 of any Year, to defer payment of
all or a specified part of all Fees earned during the Year following such
election and in any succeeding Years (until the Director ceases to be a
Director); provided, however, that with respect to Year 2006, a Director may
elect, within thirty days after the effective date of this Plan, to defer all
or a specified part of all Fees payable for services performed after the
election. Any person who shall become a Director during any Year, and who was
not a Director of the Company on the preceding December 31, may elect, no later
than thirty days after the Director’s term begins, to defer payment of all or a
specified part of such Fees payable for services performed subsequent to the
election. Any Fees deferred pursuant to this Paragraph shall be paid to the
Director at the time(s) and in the manner specified in Article IV hereof, as
designated by the Director.


 


Section 2.2                                      The
election to participate in the Plan and manner of payment shall be designated
by submitting a deferral election form in substantially the form attached
hereto as


 


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Exhibit A to the Chief Financial
Officer of the Company. Any subsequent changes to the Director’s election as to
the time and manner of payment shall be made in accordance with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


Section 2.3                                      The
election shall continue from Year to Year unless the Director terminates it by
written request delivered to the Secretary of the Company prior to the
commencement of the Year for which the termination is first effective.


 


ARTICLE III.

DEFERRED COMPENSATION ACCOUNTS


 


Section 3.1                                      The
Company shall maintain separate bookkeeping accounts for the Fees deferred by
each Director.


 


Section 3.2                                      The
Company shall credit, on the date Fees would otherwise become payable, to the
Cash Account of each Director the deferred portion of any Fees due the Director
as to which an election to defer such Fees into the Cash Account has been made.
On the first day of each quarter, the Company shall credit the Cash Account of
each Director with interest calculated on the basis of the balance in such
account on the first day of each month of the preceding quarter at a rate equal
to four percent (4%) per annum.


 


Section 3.3                                      The
Company shall credit, on the date Fees would otherwise become payable, the
Stock Account of each Director with DCUs equal to the deferred Fees due the
Director as to which an election to defer such Fees into the Stock Account has
been made, divided by the Stock Value on the date such Fees would otherwise
have been paid. On the date that any dividends are paid with respect to Common
Stock, the Company shall credit each Director with the number of DCUs equal to
the cash dividends payable on the number of DCUs held in such Director’s Stock
Account divided by the Stock Value on the dividend payment date. If adjustments
are made to the outstanding shares of Common Stock as a result of split-ups,
recapitalizations, mergers, consolidations and the like, an appropriate
adjustment also will be made in the number of DCUs credited to the Director’s
Stock Account.


 


Section 3.4                                      Fees
deferred in the form of cash (and the interest payable thereon) shall be held
in the general assets of the Company and no separate fund or trust shall be
created or moneys set aside on account of the Cash Account. Further, the
Company shall not be required to acquire, reserve, segregate, or otherwise set
aside shares of its Common Stock for the payment of its obligations, if any,
with respect to the Stock Account, but shall make available as and when
required a sufficient number of shares of its Common Stock to meet the needs of
the Plan.


 


Section 3.5                                      Nothing
contained herein shall be deemed to create a trust of any kind or any fiduciary
relationship. To the extent that any person acquires a right to receive
payments from the Company under the Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company.


 


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Section 3.6                                      Amounts
that a Director has elected to defer to his Cash Account shall not be
transferred to his Stock Account, or vice versa.


 


ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION


 


Section 4.1                                      Subject
to Section 4.4, amounts contained in a Director’s Accounts shall be distributed
as the Director’s election (made pursuant to Section 2.2) shall provide. In the
absence of a Director’s election with respect to form of distribution, the
amounts contained in the Director’s Accounts shall be distributed as a lump sum
payment. In the absence of a Director’s election with respect to the
commencement date for distribution, the amounts in the Director’s Accounts
shall be distributed as of the first January 1 to occur following the date of
separation from service with the Company for any reason. Notwithstanding the
foregoing, all distributions from the Plan shall be made in cash. Amounts
credited to a Director’s Stock Account shall be based on the Stock Value of the
DCUs held in the Stock Account on the earlier of: (i) the date of payment; or
(ii) the date of the Director’s separation from service with the Company. Installment
payments shall be treated as a single payment for purposes of Section 409A of
the Code.


 


Section 4.2                                      Each
Director shall have the right to designate a beneficiary who is to succeed to
his or her right to receive payments hereunder in the event of death. Any
designated beneficiary shall receive payments in the same manner as the
Director if he or she had lived. In case of a failure of designation or
the death of a designated beneficiary without a designated successor, the
balance of the amounts contained in the Director’s Accounts shall be paid, in
accordance with Section 4.1, to the Director’s or former Director’s estate in
full on the first day of the Year following the Year in which he or she dies. No
designation of beneficiary or change in beneficiary shall be valid unless it is
in writing, signed by the Director and filed with the Secretary of the Company.


 


Section 4.3                                      Notwithstanding
any election to the contrary, payment of a Director’s Accounts shall commence
no earlier than the first day of the seventh month following the separation of
service date for any Director who is a “specified employee” under Section 409A
of the Code as of the separation of service date.


 


Section 4.4                                      Notwithstanding
any other provisions of the Plan to the contrary, if a Change of Control occurs
prior to the complete distribution of a Director’s Accounts, then any portion
of such Accounts that has not theretofore been distributed shall be distributed
to the Director (or, as applicable, his beneficiary) within 30 days after the
Change in Control. 


 


ARTICLE V.

ADMINISTRATION; AMENDMENT


 


Section 5.1                                      The
Plan shall be administered by the Board. The Board may delegate certain
administrative authority to a committee or subcommittee of the Board or to one
or more employees of the Company, but shall retain the ultimate responsibility
for the interpretation of, and amendments to, the Plan. Members of the Board
shall not be liable for any of their actions or determinations made in good
faith with respect to the administration of the


 


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Plan. Except to the extent superseded by the laws of the United States,
the laws of the State of Delaware, without regard to its conflict of laws
principles, shall govern in all matters relating to the Plan. All expenses
related to plan administration shall be paid by the Company. All decisions made
by the Board with respect to issues hereunder shall be final and binding on all
parties.


 


Section 5.2                                      In
the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization or any other
corporate event affecting the Common Stock or the share price of the Common
Stock, the Board may, in its sole discretion, make such equitable adjustments,
if any, with respect to the DCUs credited to the Directors’ Stock Accounts
(including, without limitation, adjusting the number of DCUs credited thereto
and/or the kind of securities thereby), as the Board may deem necessary or
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan and to reflect such
changes.


 


Section 5.3                                      Except
to the extent required by law, the right of any Director or any beneficiary to
any benefit or to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Director or
beneficiary, and any such benefit or payment shall not be subject to
alienation, sale, transfer, assignment or encumbrance.


 


Section 5.4                                      The
Plan may be amended, suspended or terminated in whole or in part from time to
time by the Board except that no amendment, suspension, or termination shall
apply to the payment to any Director or beneficiary of a deceased Director of
any amounts previously credited to a Director’s Accounts.


 


*  * 
*  *  *


 


I hereby certify that the Plan was adopted by the
Board of Directors of Accuride Corporation on May 19, 2006, effective as of May
19, 2006.


 


Executed on May 22, 2006.


 


 


	
   

  	
  /s/ David
  K. Armstrong

  	
   

  
	
   

  	
  Corporate Secretary

  



 


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Exhibit A


 


Accuride Corporation


Directors’ Deferred Compensation
Plan


DEFERRAL ELECTION FORM


 


SEND COMPLETED FORM TO: John
R. Murphy, Chief Financial Officer, Accuride Corporation, 7140 Office Circle,
Evansville, IN  47715, (812) 962-000.


 


	
  o Initial Enrollment (complete Sections
  1, 3, 4 & 5)

  	
   

  	
  o Change Deferral Rate (complete
  Sections 2 &5)

  
	
   

  	
   

  	
   

  
	
  o Change Beneficiary (complete Sections
  4 & 5)

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security Number

  	
   

  	
  Last Name

  	
   

  	
  First Name

  	
   

  	
  MI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mailing Address

  	
  City

  	
  State

  	
  Zip Code

  	
  Daytime Telephone

  
											



 


SECTION 1 - DEFERRAL ELECTION


 


Pursuant to the Accuride Corporation Directors’ Deferred Compensation
Plan (as it may be amended from time to time, the “Plan”), I hereby
elect to defer receipt of all or a portion of the Fees (as defined in the Plan)
that would otherwise become payable to me after [the
effective date of the Plan], 2006 and for succeeding calendar years
commencing January 1, 2007 in accordance with the percentages indicated below:


 


            
% of the aggregate Fees shall be credited to my Cash Account as defined in the
Plan;


 


            
% of the aggregate Fees shall be credited to my Stock Account as defined in the
Plan;


 


            
% of the aggregate Fees shall not be deferred, but shall be paid to me directly
as they accrue.


 


I understand that, once effective, such election will remain in effect
until modified or revoked in writing by me in accordance with the Plan and that
any modification or revocation will be effective only with respect to the
portion of my Fees earned in the calendar year after such modification or
revocation. I further understand that if I have elected Fee deferrals to be
credited to my Stock Account under the Plan, then such deferrals will be made
in the form of Deferred Compensation Units, and also that my rights to my Cash
and Stock Accounts are unfunded and unsecured and are no greater than the
rights of an unsecured general creditor of the Company.


 


SECTION 2 - DEFERRAL RATE CHANGE


 


I elect to change my deferral rate to                    
% of the aggregate Fees to be credited to my Cash Account,             
% of the aggregate Fees to be credited to my Stock Account, and                
% of the aggregate Fees to be not deferred, but paid to me directly as they
accrue. I understand that this election will take effect as of the first day of
the calendar year immediately following the date of this election. I further
understand that once effective, this election will remain in effect until
modified or revoked in writing by me and that such modification or revocation
will be effective only for calendar years following the year in which such
modification or revocation is made.


 


SECTION 3 - ACCOUNT DISTRIBUTION


 


A.                                    Commencement
of Distribution


 


Except as otherwise set forth in Section 3C, below, I elect to commence
receiving distributions from my Accounts in accordance with the following
election (check one):


 


o  As of
the first January 1 to occur following the date I separate from service with
the Company for any reason; or


 


o  As of
the earlier of (1) January 1 of the                    
(insert number) calendar year after the deferral is made (not less than 3 nor
more than 10) or (2) the first January 1 to occur following the date I separate
from service with the Company for any reason.


 

















 


I understand that the date of my distribution may be delayed for
compliance with Federal tax requirements, if applicable. I further understand
that any Deferred Compensation Units in my Stock Account will be valued for
distribution on the earlier of: (i) the payment date; or (ii) the date of my
separation from service with the Company.


 


B.                                    Form
of Distribution


 


Except as otherwise set forth in Section 3C, below, I elect to receive
distributions from my Accounts in accordance with the following election (check
one):


 


o  In one lump sum; or


 


o  In                  
(insert number) equal annual installments (not less than 2 nor more than 10).


 


I understand that the first distribution from my Accounts shall be
payable as of the date I selected in Section 3A, above, and that if I elect
annual installment payments I will receive an installment as of each January 1
immediately following the first distribution until my Accounts have been
distributed in full, subject to any applicable Federal tax requirements. Payments
will be made on a pro rata basis from my Accounts.


 


C.                                    Change
in Control


 


I understand that, notwithstanding any other provision of this Deferral
Election Form to the contrary, my Accounts shall automatically be fully
distributed to me in one lump sum within 30 days after the occurrence of a
Change in Control (as defined in the Plan).


 


SECTION 4 - BENEFICIARY DESIGNATION


 


If you die before you receive full payment of your Accounts, the amount
remaining in your Accounts will be paid in a lump sum to your Beneficiary
designated in this Section 4:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security Number

  	
   

  	
  Last Name

  	
   

  	
  First Name

  	
   

  	
  MI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mailing Address

  	
  City

  	
  State

  	
  Zip Code

  	
  Telephone

  
											



 


SECTION 5 - AUTHORIZATION


 


I agree that my successors in interest and my assigns and all persons
claiming under me shall, to the extent consistent with applicable law, be bound
by the statements contained herein and by the provisions of the Plan as they
now exist and as they may be amended from time to time.


 


I have read and understand this form and hereby authorize the
Administrator to take all actions indicated on this form.


 


	
   

  	
   

  
	
  Director’s Signature

  	
  Date

  
			



 


 


This section for Company use only.


 


	
  Date approved:

  	
   

  	
   

  	
  By:

  	
   

  



 


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