Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(the “Agreement”) is effective as of March 1, 2008 (“Effective Date”), by
and between Accuride Corporation, a Delaware corporation (“Company”) and
Terrence J. Keating (“Executive”).


 


RECITALS:


 


A.            In his capacity as President and Chief Executive Officer,
Executive entered into a Severance and Retention Agreement on November 28,
2006.  Executive was entitled under the
Severance and Retention Agreement to certain payments and benefits upon his termination
of employment under the conditions described in the Severance and Retention
Agreement.


 


B.            On October 26, 2007, the Company announced that
Executive had decided to retire at the end of 2008 and would discontinue
service as the President and Chief Executive Officer of the Company in order to
effect a smooth leadership transition, but would otherwise continue working as
an employee.


 


C.            The Company and Executive also agreed that, during
calendar year 2008, Executive would continue to serve as Chairman of the Board
of Directors (the “Board”) of the Company (“Chairman”) (provided Executive is
nominated as a director candidate and to serve as Chairman of the Board and is
elected as a director by the Company’s stockholders) and as an officer of the
Company.  Executive also would consult
with the Company on special projects as requested by the Company’s Chief
Executive Officer or the Company’s Board of Directors and 


 


 

















 


serve as a supplemental
resource in managing the Company’s relations with customers and other industry
representatives.


 


D.            Pursuant to a mutual agreement between Executive and the
Company, Executive’s role with the Company will change more significantly than
the parties initially had anticipated.


 


E.             As a result, the Company and Executive have decided to
enter into this Agreement to set forth in writing their modified agreement with
respect to Executive’s new role with the Company (the “Subject Matter”).  The Agreement is intended to supersede and
replace in its entirety the Severance and Retention Agreement and to be the
sole instrument that governs Executive’s relationship with the Company
effective as of the Effective Date.


 


NOW THEREFORE, in
consideration of the premises and the mutual promises set forth below, the
Company and Executive agree as follows:


 


AGREEMENTS:


 


1.             Active Term.  This Agreement shall become effective on the
Effective Date and shall remain in full force and effect until December 31,
2008 (the “Active Term”) at which time this Agreement and Executive’s
obligation to provide the Services described in Section 2 and to continue
his service as an officer of the Company as described in Section 3 will
terminate automatically, unless the Company and Executive agree to extend the
Active Term of this Agreement.


 


 

















 


The Company may terminate
this Agreement prior to the last day of the Active Term, but only for
Cause.  In addition, Executive may
terminate this Agreement prior to the last day of the Active Term for any or no
reason.  If the Company terminates this
Agreement for Cause or if Executive terminates this Agreement for any or no
reason or dies prior to the last day of the Active Term, no further payments
will be due to Executive pursuant to Sections 4 or 5 of this Agreement
effective as of the effective date of the Company’s or Executive’s termination
of this Agreement or as of Executive’s death, as the case may be.  Subject to Section 9(g), Executive shall
continue to receive the payments to which he is entitled under Section 10
in the event the Company terminates this Agreement or the Executive terminates
this Agreement for any or no reason.


 


For purposes of this
Agreement, “Cause” shall mean (i) Executive’s continued willful failure,
neglect or refusal to perform his duties with respect to the Company or its
affiliates which continues beyond ten (10) days after a written demand for
substantial performance is delivered to Executive by the Company; (ii) conduct
by Executive involving (A) dishonesty, fraud, or breach of trust in
connection with Executive’s employment or (B) conduct which would be a
reasonable basis for an indictment for a felony or for a misdemeanor involving
moral turpitude; (iii) Executive’s willful and continued failure or
refusal to follow material directions of the Board of Directors of the Company
or any other act of insubordination by Executive; or (iv) willful
malfeasance or willful misconduct by Executive which is injurious to the
Company, monetarily or otherwise.


 


 

















 


Should Company believe that “Cause”
exists to terminate Executive, Company shall notify Executive in writing
setting forth the specific “Cause” provision and facts upon which the Company
is relying under this Agreement or the “cause” provision under any other
agreement between Company and Executive. 
Executive shall have the option to notify Company in writing within ten (10) days
that Executive has elected to voluntarily retire.  If Executive does so, the Company agrees to
accept Executive’s voluntary retirement and stop any effort to terminate
Executive for “Cause.”


 


Executive and the Company
agree that the covenants and obligations set forth in Sections 9 and 11 of this
Agreement shall continue for the periods described in Sections 9 and 11.


 


2.             Continued Services.  The Company engages Executive, and Executive
accepts such engagement to provide the services described in this Section for
the Chief Executive Officer of the Company. 
The “Services” to be performed by Executive shall include serving as a
special industry-related representative of the Company and other duties as may
be requested by the Company’s Chief Executive Officer in his discretion or as
may be requested by the Board of Directors in its discretion.  Executive may, but will not be required to,
perform the Services at the offices of the Company.  However, the Company will provide Executive
an office and any administrative travel assistance necessary for the
performance of services or in his role as an officer of the Company and/or
director throughout the Active Term of this Agreement and any extension
thereto.  Any amount of time Executive
spends working on industry-related matters or tasks, including those matters or
tasks that are not undertaken directly or exclusively on behalf of 


 


 

















 


the Company, will be taken
into consideration for purposes of this Agreement and will serve to fulfill
Executive’s obligation to perform the Services described in this Section 2.


 


3.             Continued Service as an
Officer.  Executive will
continue to serve as an officer and full time employee of the Company during
the Active Term of this Agreement.


 


4.             Compensation for the
Services.


 


(a)           Continued Services. 
In consideration for Executive’s performance of the Services described
in Section 2 and Executive’s continued service as an officer of the
Company, the Company agrees to pay Executive at the rate of One Hundred Twenty
Six Thousand Eight Hundred Sixty Three Dollars ($126,863) for the remaining
portion of the Active Term to be paid in accordance with the Company’s regular
payroll schedule.


 


(b)          No Additional Compensation/Base Pay.  Except as provided in this Section 4 and
in Sections 5, 6 and 10, Executive shall not be entitled to any additional
compensation in connection with the performance of the Services hereunder.  For purposes of internal compensation
matters, the compensation listed in item 4(a) shall be considered as “Base
Pay”.


 


5.             Reimbursement of Expenses:
Access to Company Services.  Executive will be reimbursed by Company for
all expenses incurred by Executive that are directly related to the performance
of the Services or to his role as Chairman, including reasonable and authorized



 


 

















 


travel, meals, and other
incidental business expenses all in accordance with established Company
policies.


 


6.             Other Benefits.  During the Active Term of this Agreement,
Executive will be entitled to the medical benefits to which he was entitled in
his former capacity as President and Chief Executive Officer of the Company,
subject to any changes applicable to all Company employees (e.g., premium
increases).  In addition to the medical
benefits specified in the preceding sentence, Executive will be entitled to
certain other benefits or awards to which he was entitled in his former
capacity as President and Chief Executive Officer of the Company in accordance
with and subject to the terms of such benefit plans.   Those benefits include but are not limited
to the Mayo Executive Plan, Accuride Retirement Plan, and Cash Balance
Plan.  The Company acknowledges that,
subject to the terms of the applicable plan, Executive is also entitled to
compensation earned in 2007 under the Cash Balance Plan, AICP Bonus, and the
Profit Sharing Plan, all payable in 2008. 
In addition, subject to the terms of the applicable plan, the Executive
will be entitled to any Cash Balance payment earned in 2008, even though such
plan may not be paid until 2009.  In
addition, Company acknowledges that Executive is entitled to continued vesting
in any outstanding equity award grants pursuant to the terms of the granting
documents, and Executive may be awarded an equity grant in 2008 in an amount to
be determined within the discretion of the Compensation Committee of the
Board.  Notwithstanding any provision to
the contrary, Executive will no longer be eligible to receive any benefits or
payments under the Retirement Allowance Policy or under the Executive Life
Insurance Program.


 


 

















 


Executive’s right to vest
and/or exercise any outstanding equity awards, including those granted on June 14,
2007, December 19, 2006, April 26, 2005 and March 8, 2004, and
any other subsequently issued award agreements, during the Active Term and
thereafter shall be governed by the terms of the applicable award
agreements.  Eligibility for any other
benefits during and after the Active Term shall be governed by the terms of the
applicable agreement.


 


Executive agrees to use all
accrued vacation days prior to his retirement, and further agrees that no
unused vacation days will be “cashed out” by the Company upon Executive’s
retirement.


 


7.             Employment Status.  Executive will remain an employee of the
Company throughout the Active Term of this Agreement.


 


8.             Withholding.  The Company is authorized to withhold from
any payments due to Executive under the terms of this Agreement any amounts
required by applicable federal, state or local law.


 


9.             Non-Compete and Non-Solicitation
Covenants.


 


(a)           Covenant Not to Compete.  During the Active Term of this Agreement and
throughout the “Restriction Period,” Executive agrees that he will not, without
the express written consent of the Company, provide services to any “Competitor.”
 For this purpose, the term “Competitor”
means and includes (i) those companies to be identified on a disclosure
letter provided concurrently herewith, and acknowledged by Executive, as it may
be amended from time to time; and (ii) any other person, firm, corporation,
partnership or other business entity that 


 


 

















 


is engaged in any manner in
the sale, distribution or manufacture within the “Restricted Area” of
commercial vehicle components.  For
example, if a foreign entity manufactures commercial vehicle components outside
of the Restricted Area, but sells or distributes those components within the
Restricted Area, the foreign organization is considered a “Competitor” for
purposes of this Section 9.  For
purposes of this Section, Executive will be considered to be providing services
to any Competitor if he becomes an owner, a partner or a shareholder in, or if,
either directly or indirectly, he becomes employed by, acts as a consultant to,
or becomes associated or affiliated in any other capacity with, any Competitor.  Notwithstanding the foregoing, Executive will
not be considered to be providing services to any Competitor if he acquires
stock representing less than 1% of the outstanding stock of any publicly traded
corporation or if he serves on the Board of Directors of Dana Corporation.


 


(b)          Restriction Period. 
For this purpose, the “Restriction Period” begins on the Effective Date
and ends at the later of (i) the end of the 36th month following the
expiration of the Active Term of this Agreement, (ii) the end of the 12
month period after the date that the Executive is no longer a member of the
Board of Directors of the Company or (iii) if a court of competent
jurisdiction concludes that such periods are longer than necessary to protect
the Company’s business interests, then the parties agree that the Restriction
Period will end at the end of the longest of the following number of months
following the end of the Active Term that the court determines to be
reasonable: 24, 23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10, 9, 8,
7, 6, 5, 4, or 3.


 


 






 












 


(c)           Restricted Area. 
For purposes of this Section, the term “Restricted Area” means the
United States of America.  If a court of
competent jurisdiction determines that the entire United States of America
constitutes a larger area than necessary to protect the Company’s business
interests, the parties agree that the Restricted Area will be the largest of
the following areas that the court determines to be reasonable: all states in
which the Company does business as of the date of this Agreement; all states in
which Executive performed services while employed by the Company; the United
States of America east of the Mississippi River; the State of Indiana; the
County of Vanderburgh; or the City of Evansville.


 


(d)           Non-Solicitation Covenants.  For a period beginning on the Effective Date
and ending on the last day of the 36th month following the last day of the
Active Term of this Agreement (the “Non-Solicitation Period”), Executive agrees
that he will not (directly or indirectly through others): (i) solicit, contract
with, or attempt to contract with any entity engaged in the commercial vehicle
component industry with which the Company has contracts at the time of the
termination of this Agreement or with any entity engaged in the commercial
vehicle component industry with which Executive knows or reasonably should know
the Company intends to enter into a contract in the future; or (ii) solicit
or attempt to solicit away from the Company any officer, employee or agent of
the Company.  In addition, Executive agrees
that, during the Non-Solicitation Period, he will avoid all circumstances and
actions which would place Executive in a position of divided loyalty with
respect to Executive’s obligations in connection with this Agreement.  If a court of competent jurisdiction
concludes that the 36-month Non-Solicitation Period is longer than necessary to
protect the Company’s business interests, then the parties agree that the
Non-Solicitation Period will end at the end of 


 


 

















 


the longest of the following
number of months following the end of the Active Term that the court determines
to be reasonable: 24, 23, 22, 21, 20, 19, 18, 17, 16, 15, 14, 13, 12, 11, 10,
9, 8, 7, 6, 5, 4, or 3.


 


(e)           Reformation of Covenants.  The parties agree that the scope of any
provision of this Section may be modified by a judge in any proceeding to
enforce this Agreement, so that such provision can be enforced to the maximum
extent permitted by law. If any court of competent jurisdiction determines that
any portion of this Section is invalid or unenforceable, the remainder of
this Section will not thereby be affected and will be given full effect
without regard to invalid portions.


 


(f)            Reasonableness of Covenants.  Executive hereby acknowledges and agrees that
the covenants and obligations made and undertaken in this Section 9 are
fair and reasonable with respect to duration, geographic area and scope of
activity, and do not (and shall not) prevent Executive from earning a
living.  Executive hereby covenants that
he shall not, directly or indirectly, initiate or participate in any action or
proceeding or otherwise do or cause to be done any act or thing to cause any
such covenant or obligation to be terminated, cancelled, voided, nullified,
reduced in scope or effect or otherwise declared unenforceable.


 


(g)           Breach of Covenants.  If Executive breaches the covenant not to
compete contained in paragraph (a) or the non-solicitation covenants
contained in paragraph (d), Executive agrees that the Company will suffer
irreparable harm and damage and, in addition to (and without limiting) any
other remedy or right the Company may have: (i) the Company will 


 


 

















 


have the right to an
injunction against Executive issued by a court of competent jurisdiction
enjoining such breach; (ii) if Executive is to receive any payments or
benefits pursuant to Sections 4, 5, 6 or 10 or any other provision of this
Agreement in the future, the Company has the right to forfeit any future
benefits or payments to which Executive is entitled to compensate the Company
for injury by reason of such breach, provided, however, retiree medical
benefits shall not be subject to forfeiture; and (iii) the Company may
demand, and Executive agrees to repay within thirty (30) days of receipt of
such demand, all amounts the Company has paid to Executive pursuant to Section 10
of this Agreement.  Executive and the
Company agree that the foregoing remedies are reasonable and necessary for the
protection of the Company’s goodwill and recognize that in the event of a
breach of the foregoing restrictions, it will be impossible to ascertain or
estimate the entire or exact cost, damage or injury that the Company may
sustain by reason of such breach.


 


10.           Compensation for
Non-Compete and Non-Solicitation Covenants.  In consideration for Executive’s agreement to
be bound by the terms of the covenant not to compete and the non-solicitation
covenants described in Section 9 throughout applicable periods of
restriction, the Company agrees to pay to Executive an amount equal to Five
Hundred Sixty Thousand Dollars ($560,000) to be paid at a rate of $28,000 on
the 15th and last day of each month beginning in March 2008
and continuing through December 31st, 2008.


 


11.           Confidentiality and
Non-Disclosure.  Executive
acknowledges and agrees that information Executive acquired about the Company
during his employment with the Company or that may be furnished to Executive
during the Active Term of this Agreement is subject to all of 


 


 

















 


the terms and provisions of
any separate confidentiality and non-disclosure agreements previously executed
by Executive, including without limitation the Agreement to Assign Inventions
and Maintain Secrecy, executed by Executive on December 2, 1996, each of
which shall continue in effect and survive pursuant to its terms.


 


12.           Compliance with Laws.  Executive shall perform and expressly
warrants that he shall perform the Services required by this Agreement in
accordance with currently approved or accepted methods or practices in the
industry for the nature of the services involved and in accordance with all
applicable federal, state and local laws, statutes, regulations, rules and
ordinances, as amended from time to time.


 


13.           Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company or any
of its affiliates to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company or any affiliate would be
required to perform it if no such succession had taken place.  As used in this Agreement the term “Company”
shall mean Accuride Corporation and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement by operation of
law or otherwise.


 


14.           Binding Agreement:
Assignment.  This
Agreement shall inure to the benefit of and be enforceable by Executive and
Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  No rights of any kind under 


 


 

















 


this Agreement shall,
without the written consent of the Company, be transferable or assignable by
Executive or any other person, or be subject to alienation, encumbrance,
garnishment, attachment, execution, or levy of any kind, voluntary or
involuntary.


 


15.           Notice.  For purposes of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed to the last known address of Executive and to the business address of
the Company, provided that all notices to the Company shall be directed to the
attention of the Chief Executive Officer of the Company with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith, except that notice of
change of address shall be effective only upon receipt.


 


16.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Executive and the Chief Executive Officer of
the Company.  No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  The obligations of the Company that arise
prior to the expiration of this Agreement shall survive the expiration of the
term of this Agreement.


 


 






 












 


17.           Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


18.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


19.           Alternative Dispute
Resolution.


 


(a)          Mediation. 
Unless otherwise provided herein (such as in Section 9), any and
all disputes arising under, pertaining to or touching upon this Agreement or
the statutory rights or obligations of either party hereto, shall, if not
settled by negotiation, be subject to non-binding mediation before an
independent mediator selected by the parties pursuant to Section 19(d).  Notwithstanding the foregoing, both Executive
and the Company may seek preliminary judicial relief if such action is
necessary to avoid irreparable damage during the pendency of the proceedings described
in this Section 19.  Any demand for
mediation shall be made in writing and served upon the other party to the
dispute, by certified mail, return receipt requested, at the business address
of the Company, or at Executive’s last known residence address,
respectively.  The demand shall set forth
with reasonable specificity the basis of the dispute and the relief
sought.  The mediation hearing will occur
at a time and place convenient to the parties in Evansville, Indiana, within
thirty (30) days of the date of selection or appointment of the mediator.


 


 

















 


(b)          Arbitration. 
In the event that the dispute is not settled through mediation, the
parties shall then proceed to binding arbitration before a single independent
arbitrator selected pursuant to Section 19(d).  The mediator shall not serve as
arbitrator.  TO THE EXTENT ALLOWABLE
UNDER APPLICABLE LAW, ALL DISPUTES INVOLVING ALLEGED UNLAWFUL EMPLOYMENT
DISCRIMINATION, BREACH OF CONTRACT OR POLICY, OR EMPLOYMENT TORT COMMITTED BY
THE COMPANY OR A REPRESENTATIVE OF THE COMPANY, INCLUDING CLAIMS OF VIOLATIONS
OF FEDERAL OR STATE DISCRIMINATION STATUTES OR PUBLIC POLICY, SHALL BE RESOLVED
PURSUANT TO THIS POLICY AND THERE SHALL BE NO RECOURSE TO COURT, WITH OR
WITHOUT A JURY TRIAL.  The arbitration
hearing shall occur at a time and place convenient to the parties in
Evansville, Indiana, within thirty (30) days of selection or appointment of the
arbitrator.  If the Company has adopted a
policy that is applicable to arbitrations with executives, the arbitration
shall be conducted in accordance with said policy to the extent that the policy
is consistent with this Agreement and the Federal Arbitration Act, 9 U.S.C. §§
1-16.  If no such policy has been
adopted, the arbitration shall be governed by the National Rules for the
Resolution 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 findings
of fact and conclusions of law, and an award, within fifteen (15) days of the
date of the hearing unless the parties otherwise agree.


 


(c)          Damages.  In
cases of breach of contract or policy, damages shall be limited to contract
damages. In cases of discrimination claims prohibited by statute, the arbitrator
may award damages consistent with the applicable statute.  In cases of employment tort, the 


 


 

















 


arbitrator may award
punitive damages if proved by clear and convincing evidence.  Issues of procedure, arbitrability, or
confirmation of award shall be governed by the Federal Arbitration Act, 9
U.S.C. §§1-16, except that court review of the arbitrator’s award shall be that
of an appellate court reviewing a decision of a trial judge sitting without a
jury.


 


(d)          Selection of Mediators or Arbitrators.  The parties shall select the mediator or
arbitrator from a panel list made available by the AAA.  If the parties are unable to agree to a
mediator or arbitrator within ten (10) days of receipt of a demand for
mediation or arbitration, the mediator or arbitrator will be chosen by
alternatively striking from a list of five mediators or arbitrators obtained by
the Company from AAA.  Executive shall
have the first strike.


 


20.           Expenses and Interest.  If a good faith dispute shall arise with
respect to the enforcement of Executive’s rights under this Agreement or if any
arbitration or legal proceeding shall be brought in good faith to enforce or
interpret any provision contained herein, or to recover damages for breach
hereof, and Executive is the prevailing party, Executive shall recover from the
Company any reasonable attorneys’ fees and necessary costs and disbursements
incurred as a result of such dispute or legal proceeding, and prejudgment
interest on any money judgment obtained by Executive calculated at the rate of
interest announced by Citibank from time to time as its prime rate from the
date that payments to Executive should have been made under this
Agreement.  Any reimbursement of fees,
costs and disbursements to which Executive is entitled pursuant to this Section 20
shall be paid by the Company, if at all, on or before December 31 of the
calendar year following the year in which Executive incurred the fees, costs


 


 

















 


and disbursements for which
Executive is entitled to reimbursement. 
The fees, costs and disbursements reimbursed in one calendar year will
not affect the fees, costs and disbursements eligible for reimbursement by the
Company in a different calendar year. 
The right to reimbursement under this Section 20 is not subject to
liquidation or exchange for any other benefit. 
It is expressly provided that the Company shall in no event recover from
Executive any attorneys’ fees, costs, disbursements or interest as a result of
any dispute or legal proceeding involving the Company and Executive.  The Company has concluded that the
reimbursement payments the Company has agreed to make pursuant to this Section 20
may be subject to the requirements of Section 409A of the Internal Revenue
Code of 1986 (“Code”).  To ensure that
the payments under this Section 20 comply with Section 409A, the
payments are payable at a specified time or pursuant to a fixed schedule within
the meaning of Treas. Reg. § l.409A-3(i)(1)(iv).


 


21.           Payment Obligations
Absolute.  The Company’s
obligation to pay to Executive the compensation and to make the arrangements in
accordance with the provisions herein shall be absolute and unconditional and
shall not be affected by any circumstances; provided, however, that the Company
may apply amounts payable under this Agreement to any debts owed to the Company
by Executive at the end of the Active Term. 
All amounts payable by the Company in accordance with this Agreement
shall be paid without notice or demand. 
If the Company has paid to Executive more than the amount to which
Executive is entitled under this Agreement, the Company shall have the right to
recover all or any part of such overpayment from Executive or from whomsoever
has received such amount.


 


 

















 


22.           Entire Agreement.  This Agreement sets forth the entire
agreement between Executive and the Company concerning the Subject Matter
discussed in this Agreement and supersedes all prior agreements, promises,
covenants, arrangements, communications, representations or warranties, whether
written or oral, by any officer, employee or representative of the Company
relating to the Subject Matter.  Except
as provided herein, any prior agreements or understandings with respect to the
Subject Matter set forth in the aforementioned agreements are hereby terminated
and canceled, including without limitation any Severance and Retention
Agreement between Executive and the Company in effect as of the Effective Date
of this Agreement.


 


23.           No Rights in Any Property
of the Company.  The
undertakings of the Company constitute merely the unsecured promise of the
Company to make payments as provided for herein.  No property of the Company shall, by reason
of this Agreement, be held in trust for Executive, his spouse or any other
person, and neither Executive nor his spouse or any other person shall have, by
reason of this Agreement, any rights, title or interest of any kind in any
property of the Company.


 


24.           Facility of Payment.  If the Company shall find that any person to
whom any amount is payable hereunder is unable to care for his affairs, any
payment due (unless a prior claim therefore shall have been made by a duly
appointed guardian, committee, or other legal representative) may be paid to
any person deemed by the Company to have incurred expense for such person
otherwise entitled to payment, in such manner and proportions as the Company
may determine.


 


 

















 


25.           Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Indiana.  Venue for any cause of action arising under
this Agreement shall be in Vanderburgh County, Indiana, USA.


 


26.           Amendments.  This Agreement may be amended at any time by
a written agreement executed by the Company and Executive.


 


In witness whereof,
Executive has signed this Agreement personally and the Company has caused this
Agreement to be executed by its duly authorized representative.


 


	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John R. Murphy

  
	
   

  	
   

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Terrence J. Keating