Exhibit 10.1


 


ACCURIDE CORPORATION


KEY EXECUTIVE INCENTIVE PLAN


 


I.                                         PLAN OBJECTIVE


 


The
Accuride Corporation Key Executive Plan (the “Plan”) is designed to incentivize
eligible management employees of Debtors to optimize the Debtors emergence from
their Cases by: (i) maximizing Liquidity, and (ii) facilitating an
early Emergence.


 


II.                                     DEFINITIONS


 


Capitalized
terms are otherwise defined in the Plan, however, the following defined terms
shall have the following meanings:


 


(a)                                  “Accuride”
— means Accuride Corporation.


 


(b)                                 “Cases”
— means the Debtors cases under chapter 11 of the U.S. Bankruptcy Code.


 


(c)                                  “Debtors”
— means Accuride Corporation and each of its subsidiaries who have filed for
protection under chapter 11 of the U.S. Bankruptcy Code.


 


(d)                                 “Disability”
— means a physical or mental impairment of a Participant which would qualify
Participant for long term disability benefits under the Participant’s employer’s
long term disability plan.


 


(e)                                  “Emergence”
— the date the Cases are discharged by the Bankruptcy Court.


 


(f)                                    “Liquidity”
— means at Emergence, cash and cash equivalents (excluding any cash used to
collateralize any letter of credit), held by the Debtors and their consolidated
subsidiaries, adjusted as provided by Section 7(b)(iii) of the
Accuride Corporation Convertible Notes Commitment Agreement dated October 7,
2009, less (i) the dollar value of the excess
of Accuride’s consolidated days payable outstanding over forty days as of the
end of the calendar month prior to Emergence, less
(ii) the amount that the cumulative capital expenditures from October 1,
2009 through the date of Emergence are less than 75% of  Accuride’s budgeted capital expenditures for
such period as set forth in the budget accompanying Accuride’s post-petition
financing facility.


 


(g)                                 “New
Accuride” means the post-Emergence newly reorganized Accuride.


 


(h)                                 “Threshold
Liquidity” — means Liquidity of $56,000,000 at Emergence plus
two


 

















 


times the amount
of the Plan Pool as determined under Section IV.


 


III.                                 ELIGIBLE EMPLOYEES


 


The
employees of the Debtors set forth on Exhibit A (the “Participants”)
shall be entitled to participate in the Plan.


 


IV.                                PLAN POOL


 


The
amounts to be paid under the Plan (the “Plan Pool”) shall be based upon two
components:  (a) attainment of
Threshold Liquidity at Emergence; and (b) the date of Emergence.  No amounts will be paid under the Plan unless
Threshold Liquidity is obtained at Emergence, or if Emergence is after May 31,
2010.  The amount of the Plan Pool shall
be calculated according to the following schedule:


 


	
  Date
  of Emergence

  	
   

  	
  Plan Pool

  
	
   

  	
   

  	
   

  
	
  On or prior to
  February 28, 2010

  	
   

  	
  $4.41 million

  
	
   

  	
   

  	
   

  
	
  After February 28,
  2010 but on or prior to March 31, 2010

  	
   

  	
  $3.59 million

  
	
   

  	
   

  	
   

  
	
  After March 31,
  2010 but on or prior to April 30, 2010 

  	
   

  	
  $3.23 million

  
	
   

  	
   

  	
   

  
	
  After April 30,
  2010 but on or prior to May 31, 2010

  	
   

  	
  $2.42 million

  
	
   

  	
   

  	
   

  
	
  After May 31, 2010

  	
   

  	
  $0

  



 


V.                                    PLAN PAYMENTS


 


Each Participant shall be eligible to earn the percentage
of the Plan Pool as set forth opposite his or her name on Exhibit A
(the Participant’s “Award”).  The Chief
Executive Officer of Accuride may reduce a Participant’s Award, including to
zero, in the event that the Chief Executive Officer determines, in his sole
discretion that the Participant’s performance does not


 


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merit payment of the
Award; provided that the Chief Executive Officer shall report any such
reduction to the Chairman of the Committee.   Each Participant’s Award (as may be adjusted)
shall be paid on the next regularly scheduled payroll following the date of Emergence.  Each Participant’s Award shall be payable in
cash; provided, however, if New Accuride has entered into employment agreements
with the Chief Executive Officer or the Chief Financial Officer, whereby they continue
in their positions with New Accuride, then their Awards shall be payable in the
form of common equity of New Accuride, with a fair market value equal to the
Award payable.  If a Participant forfeits
his or her Award, his or her Award shall be returned to Accuride.


 


VI.                                FORFEITURE OF AWARDS


 


(a)                                  Awards
under the Plan are offered as discretionary incentive amounts.


 


(b)                                 Each
Participant must be employed by a Debtor on the date of Emergence in order to
be eligible for payment of his or her Award, unless such termination is due to
death or Disability.


 


(c)                                  If
a Participant’s employment is terminated due to death or Disability prior to
Emergence, then subject to the provisions of this paragraph (c) such
Participant will be entitled to a pro rata portion of the Award he or she would
have received if the Participant had remained employed through the date of
Emergence.  A Participant shall be
entitled to payment of his or her Award under this paragraph in calendar year
2010.  Any such pro rata Award shall be determined
based on the number of days such Participant was employed with the Debtors out
of the total number of days elapsed from October 8, 2009 through Emergence.


 


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(d)                                 No
Award shall be payable if the Participant terminates employment for any reason
other than death or Disability prior to Emergence.


 


VII.                            FURTHER ACTIONS


 


As a
condition to each Participant’s eligibility to participate in the Plan, such
Participant shall agree to take such further actions as are reasonably
requested by the Debtors to assist the Debtors in the conduct of their Cases.


 


VIII.                        RIGHTS OF PARTICIPANTS


 


(a)                                  Neither
the Plan, nor the adoption or operation of the Plan, nor any documents
describing or referring to the Plan (or any part hereof) shall confer upon any
Participant any right to continue in the employ of any Debtor or shall
interfere with or restrict in any way the rights of a Debtor, which are hereby
expressly reserved, to discharge any Participant at any time for any reason
whatsoever, with or without cause.


 


(b)                                 No
Participant shall have any interest in the cash or any other asset of the Debtors
prior to such amount being paid.


 


(c)                                  No
right or interest of any Participant shall be assignable or transferable, or
subject to any claims of any creditor or subject to any lien.


 


IX.                                TAXES


 


All
payments made pursuant to the Plan shall be subject to standard withholding and
deductions.


 


X.                                    SEVERABILITY


 


If any
provision of the Plan is determined to be invalid or unenforceable, in whole or
in


 


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part, this determination shall not affect any other
provision of the Plan and the provision in question shall be modified as to be
rendered enforceable in a manner consistent with the intent of the parties
insofar as possible.  Any waiver of or
breach of any of the terms of the Plan shall not operate or be construed as a
waiver of any other breach of such terms or conditions or of any other terms
and conditions, nor shall any failure to enforce any provision hereof operate
or be construed as a waiver of such provision or of any other provision.


 


XI.                                CHOICE OF LAW AND VENUE


 


The
Plan shall be governed by the laws of the State of Delaware, notwithstanding
that State’s conflict of law provisions.  The Debtors and each of the Participants shall
irrevocably and unconditionally consent to the exclusive jurisdiction of the
United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”).  The Debtors and each
Participant shall irrevocably and unconditionally waive any objection to the
laying of venue of any action, suit, or proceeding arising out of or related to
the Plan in the Bankruptcy Court and shall further irrevocably and
unconditionally waive and agree not to plead or claim that any such action,
suit or proceeding brought in the Bankruptcy Court has been brought in an
inconvenient forum.


 


XII.                            AMENDMENT


 


This
document constitutes the complete, final and exclusive embodiment of the terms
and conditions of the Plan and may only be modified in writing signed by an
authorized officer of Accuride, subject to approval of the Bankruptcy Court.


 


XIII.                        NO ASSIGNMENT — BENEFICIARIES


 


The
rights of a Participant or any other person to any payment or other benefits
under the Plan may not be assigned, transferred, pledged, or encumbered except
by will or the laws of


 


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decent and distribution.  In the event of a Participant’s death prior
to receipt of any payment to which the Participant otherwise would have been
entitled under this Plan, payment shall be made to Participant’s beneficiaries
and successors in interest under the laws of descent and distribution
applicable to the Participant.


 


XIV.                       ADMINISTRATION


 


Except
as expressly provided herein, the Plan shall be administered by the
Compensation Committee of the Board of Directors of Accuride (the “Committee”).  The Committee shall have full power to
construe and interpret the Plan, establish and amend rules and regulations
for its administration, and perform all other acts relating to the Plan,
including the delegation of administrative responsibilities, that it believes
reasonable and proper and in conformity with the purposes of the Plan.  The Committee shall have the authority to
determine:


 


(a)                                  whether
the Threshold Liquidity is met at Emergence;


 


(b)                                 the
amount of the Plan Pool;


 


(c)                                  Date
of Emergence; and


 


(d)                                 whether
a Participant has a Disability.


 


Any decision made, or
action taken, by the Committee arising out of or in connection with the
interpretation and/or administration of the Plan shall be final, conclusive and
binding on all persons affected thereby.


 


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