Exhibit
10.3


 


ACCURIDE CORPORATION


2005 INCENTIVE AWARD PLAN


(AS AMENDED AND RESTATED)


 


ARTICLE 1


 


PURPOSE


 


The purpose of the Accuride Corporation 2005 Incentive Award Plan (the “Plan”)
is to promote the success and enhance the value of Accuride Corporation, a
Delaware corporation (the “Company”) by linking the personal interests
of Directors, Employees, and Consultants to those of Company stockholders and
by providing such individuals with an incentive for outstanding performance to
generate superior returns to Company stockholders.  The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of Directors, Employees, and Consultants upon whose judgment,
interest, and special effort the successful conduct of the Company’s and its
Subsidiaries’ operations are largely dependent. 
The Plan was originally adopted on April 14, 2005 and amended and
restated on June 14, 2007, and September 22, 2008.  The Plan is hereby amended and restated
effective January 1, 2009.


 


ARTICLE 2


 


DEFINITIONS
AND CONSTRUCTION


 


Wherever the following terms are used in the Plan they shall have the
meanings specified below, unless the context clearly indicates otherwise.  The singular pronoun shall include the plural
where the context so indicates.


 


2.1                                 “Award”
means an Option, Restricted Stock, Stock Appreciation Right, Performance Share,
Performance Stock Unit, Performance Award, Dividend Equivalent, Stock Payment,
Deferred Stock, Restricted Stock Unit or a Performance-Based Award granted to a
Participant pursuant to the Plan.


 


2.2                                 “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium.


 


2.3                                 “Board”
means the Board of Directors of the Company.


 


2.4                                 “Change
of Control” means and includes each of the following:


 


(a)                                  A
transaction or series of transactions (other than an offering of 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 director(s) (other than
a director designated by a person who shall have entered into an agreement with
the Company to effect a transaction described in Section 2.4(a) or Section 2.4(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 2.4(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 Committee
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.


 


2.5                                 “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.6                                 “Committee”
means the committee of the Board described in Article 12.


 


2.7                                 “Consultant”
means any consultant or adviser if:


 


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(a)                                  The
consultant or adviser renders bona fide services to the Company;


 


(b)                                 The
services rendered by the consultant or adviser are not in connection with the
offer or sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the Company’s
securities; and


 


(c)                                  The
consultant or adviser is a natural person who has contracted directly with the
Company to render such services.


 


2.8                                 “Covered
Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code.


 


2.9                                 “Deferred
Stock” means a right to receive a specified number of shares of Stock
during specified time periods pursuant to Article 8.6.


 


2.10                           “Director”
means a member of the Board, or as applicable, a member of the board of
directors of a Subsidiary.


 


2.11                           “Disability”  means that the Participant qualifies to receive long-term
disability payments under the Company’s long-term disability insurance program,
as it may be amended from time to time.


 


2.12                           “Dividend
Equivalents” means a right granted to a Participant pursuant to Article 8
to receive the equivalent value (in cash or Stock) of dividends paid on Stock.


 


2.13                           “Effective
Date” shall have the meaning set forth in Section 13.1.


 


2.14                           “Eligible
Individual” means any person who is an Employee, Consultant, or Director,
as determined by the Committee.


 


2.15                           “Employee”
means any officer or other employee (as defined in accordance with Section 3401(c) of
the Code) of the Company or any Subsidiary.


 


2.16                           “Equity
Restructuring” shall mean a nonreciprocal transaction between the company
and its stockholders, such as a stock dividend, stock split, spin-off, rights
offering or recapitalization through a large, nonrecurring cash dividend, that
affects the shares of Stock (or other securities of the Company) or the share price
of Stock (or other securities) and causes a change in the per share value of
the Stock underlying outstanding Awards.


 


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


 


2.18                           “Fair
Market Value” means, as of any given date, (i) if Stock is traded on
an exchange, the closing price of a share of Stock as reported in the Wall Street Journal on such date, or if the Stock is not
traded on such date, then the first date immediately preceding such date on
which the Stock was traded; or (ii) if Stock is not traded on an exchange
but is quoted on a national market or other quotation system, the last sales
price for the Stock on such date, or if the Stock is not traded on such date,
then the date immediately prior to such date on which sales prices are reported
by a national market or such other quotation system; or (iii) if the Stock
is not 


 


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publicly traded, the fair
market value established by the Committee acting in good faith. Fair Market
Value shall be determined consistent with the requirements set forth in Treas.
Reg. §1.409A-1(b)(5)(iv).


 


2.19                           “Full
Value Award” means any Award other than an Option or other Award for which
the Participant pays the intrinsic value (whether directly or by forgoing a
right to receive a payment from the Company).


 


2.20                           “Incentive
Stock Option” means an Option that is intended to meet the requirements of Section 422
of the Code or any successor provision thereto.


 


2.21                           “Non-Employee
Director” means a member of the Board who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) of the Exchange Act, or any
successor definition adopted by the Board.


 


2.22                           “Non-Qualified
Stock Option” means an Option that is not intended to be an Incentive Stock
Option.


 


2.23                           “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan
to purchase a specified number of shares of Stock at a specified price during
specified time periods.  An Option may be
either an Incentive Stock Option or a Non-Qualified Stock Option.


 


2.24                           “Participant”
means an Eligible Individual who has been granted an Award pursuant to the
Plan.


 


2.25                           “Performance
Award” means a right granted to a Participant pursuant to Article 8,
to receive a cash payment contingent upon achieving certain performance goals
established by the Committee.


 


2.26                           “Performance-Based
Award” means an Award granted to selected Covered Employees pursuant to
Articles 6 and 8, but which is subject to the terms and conditions set forth in
Article 9.


 


2.27                           “Performance
Criteria” means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period.  The Performance
Criteria that will be used to establish Performance Goals are limited to the
following:  net earnings (either before
or after interest, taxes, depreciation and amortization), economic value-added
(as determined by the Committee), sales or revenue, net income (either before
or after taxes), operating earnings, cash flow (including, but not limited to,
operating cash flow and free cash flow), cash flow return on capital, return on
net assets, return on stockholders’ equity, return on assets, return on
capital, stockholder returns, return on sales, gross or net profit margin,
productivity, expense, margins, operating efficiency, customer satisfaction,
working capital, earnings per share, price per share of Stock, and market
share, any of which may be measured either in absolute terms or as compared to
any incremental increase or as compared to results of a peer group.  The Committee shall define in an objective
fashion the manner of calculating the Performance Criteria it selects to use
for such Performance Period for such Participant.


 


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2.28                           “Performance
Goals” means, for a Performance Period, the goals established in writing by
the Committee for the Performance Period based upon the Performance
Criteria.  Depending on the Performance
Criteria used to establish such Performance Goals, the Performance Goals may be
expressed in terms of overall Company performance or the performance of a
division, business unit, or an individual. 
The Committee, in its discretion, may, within the time prescribed by Section 162(m) of
the Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the
rights of Participants (a) in the event of, or in anticipation of, any
unusual or extraordinary corporate item, transaction, event, or development, or
(b) in recognition of, or in anticipation of, any other unusual or
nonrecurring events affecting the Company, or the financial statements of the
Company, or in response to, or in anticipation of, changes in applicable laws,
regulations, accounting principles, or business conditions.


 


2.29                           “Performance
Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment
of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance-Based
Award.


 


2.30                           “Performance
Share” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance based targets established by the
Committee.


 


2.31                           “Performance
Stock Unit” means a right granted to a Participant pursuant to Article 8,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance based targets established by the
Committee.


 


2.32                           “Plan”
means this Accuride Corporation Incentive Award Plan, as it may be amended from
time to time.


 


2.33                           “Qualified
Performance-Based Compensation” means any compensation that is intended to
qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of
the Code.


 


2.34                           “Restatement
Effective Date” means the date this Amended and Restated Plan is approved
by stockholders in accordance with Section 13.1.


 


2.35                           “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that
is subject to certain restrictions and may be subject to risk of forfeiture.


 


2.36                           “Restricted
Stock Unit” means an Award granted pursuant to Section 8.6.


 


2.37                           “Stock”
means the common stock of the Company, par value $0.01 per share, and such
other securities of the Company that may be substituted for Stock pursuant to Article 11.


 


2.38                           “Stock
Appreciation Right” or “SAR” means a right granted pursuant to Article 7
to receive a payment equal to the excess of the Fair Market Value of a
specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement.


 


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2.39                           “Stock
Payment” means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus,
deferred compensation or other arrangement, made in lieu of all or any portion
of the compensation, granted pursuant to Article 8.


 


2.40                           “Subsidiary”
means any corporation or other entity of which a majority of the outstanding
voting stock or voting power is beneficially owned directly or indirectly by
the Company.


 


2.41                           “Termination
of Service” means with respect to a Participant who is an employee of the
Company, either (1) termination of a Participant’s employment with the
Company and all Affiliates due to death, retirement or other reasons, or (2) a
permanent reduction in the level of bona fide services the Participant provides
to the Company to an amount that is 20% or less of the average level of bona
fide services the Participant provided to the Company in the immediately
preceding 36 months, with the level of bona fide service calculated in
accordance with Treasury Regulation Section 1.409A-1(h)(1)(ii).  Termination of Service with respect to a
non-employee member of the Board, means that he or she has ceased to be a
member of the Board.  Termination of
Service with respect to a non-employee independent contractor or consultant
providing services to Company, means such individual’s separation from service
with the Company due to the expiration of the contract, and if there is more
than one contract, all contracts under which the individual performs services,
as long as the expiration is a good faith and complete termination of the
contractual relationship.


 


  For
purposes of determining whether a Termination of Service has occurred, the term
“Affiliate” means (1) an entity that would be a member of a “controlled
group of corporations” (within the meaning of Code Section 414(b) as
modified by Code Section 415(h)) that includes the Company as a member of
the group if for purposes of applying Code Section 1563(a)(1), (2) or
(3) for determining the members of a controlled group of corporations
under Code Section 414(b), the language “at least 50 percent” is used
instead of “at least 80 percent” each place it appears in Code Section 1563(a)(1),
(2) and (3); and (2) a group of trades or businesses under common
control (within the meaning of Code Section 414(c)) that includes the
Company as a member of the group if, for purposes of applying Treasury Reg.
§1.414(c)-2 to identify the members of a group of trades or businesses (whether
or not incorporated) that are under common control for purposes of Code Section 414(c),
the language “at least 50 percent” is used instead of “at least 80 percent”
each place it appears in Treasury Reg. §1.414(c)-2.


 


  An
employee Participant’s employment relationship with the Company is treated as
continuing while the Participant is on military leave, sick leave, or other
bona fide leave of absence (if the period of such leave does not exceed six
months, or if longer, so long as the Participant’s right to reemployment with
the Company or an Affiliate is provided either by statute or contract).  If the Participant’s period of leave exceeds
six months and the Participant’s right to reemployment is not provided either
by statute or by contract, the employment relationship is deemed to terminate
on the first day immediately following the expiration of such six-month
period.  Whether a termination of
employment has occurred will be determined based on all of the facts and
circumstances and in accordance with regulations issued by the United States
Treasury Department pursuant to Code Section 409A.


 


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For purposes of
the Plan, if a Participant performs services in more than one capacity, the
Participant must have a Termination of Service in all capacities as an
employee, member of the Board, independent contractor or consultant to have a
Termination of Service.  Notwithstanding
the foregoing, if a Participant provides services both as an employee and a
non-employee, (1) the services provided as a non-employee are not taken
into account in determining whether the Participant has a Termination of
Service as an employee under a nonqualified deferred compensation plan in which
the Participant participates as an employee and that is not aggregated under
Code Section 409A with any plan in which the Participant participates as a
non-employee, and (2) the services provided as an employee are not taken into
account in determining whether the Participant has a Termination of Service as
a non-employee under a nonqualified deferred compensation plan in which the
Participant participates as a non-employee and that is not aggregated under
Code Section 409A with any plan in which the Participant participates as
an employee.


 


On occasion, in
the Plan and related documents, the term “Separation from Service” is used in
lieu of the term Termination of Employment or Service.  The term “Separation from Service” has the
same meaning ascribed to the term Termination of Employment or Service in this Section 2.41.


 


ARTICLE 3


 


SHARES
SUBJECT TO THE PLAN


 


3.1                                 Number of Shares.


 


(a)                                  Subject
to Article 11 and Section 3.1(b), the aggregate number of shares of
Stock which may be issued or transferred pursuant to Awards under the Plan
shall be 3,633,988 shares.  The maximum
number of shares of Stock that may be delivered upon exercise of Incentive
Stock Options shall be 3,633,988.


 


(b)                                 Notwithstanding
Section 3.1(a): (i) the Committee may adopt reasonable counting
procedures to ensure appropriate counting, avoid double counting (as, for
example, in the case of tandem or substitute awards), and make adjustments if
the number of shares of Stock actually delivered differs from the number of
shares previously counted in connection with an Award; (ii) shares of
Stock that are potentially deliverable under any Award that expires or is
canceled, forfeited, settled in cash or otherwise terminated without a delivery
of such shares to the Participant will not be counted as delivered under the
Plan; (iii) shares of Stock that have been issued in connection with any
Award (e.g., Restricted Stock) that is canceled, forfeited, or settled in cash
such that those shares are returned to the Company will again be available for
Awards; and (iv) shares of Stock withheld in payment of the exercise price
or taxes relating to any Award and shares equal to the number surrendered in
payment of any exercise price or taxes relating to any Award shall be deemed to
constitute shares not delivered to the Participant and shall be deemed to be
available for Awards under the Plan; provided,
however, that, no shares shall become available pursuant to this Section 3.1(b) to
the extent that (x) the transaction resulting in the return of shares
occurs more than ten years after the date of the most recent shareholder
approval of the Plan, or (y) such return of shares would constitute a “material
revision” of the Plan subject to stockholder approval under then applicable rules of
any stock 


 


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exchange or any quotation
system.  In addition, in the case of any
Award granted in substitution for an award of a company or business acquired by
the Company or a subsidiary or affiliate, shares of Stock issued or issuable in
connection with such substitute Award shall not be counted against the number
of shares reserved under the Plan, but shall be available under the Plan by
virtue of the Company’s assumption of the plan or arrangement of the acquired
company or business. This Section 3.1 shall apply to the share limit
imposed to conform to the regulations promulgated under the Code with respect
to Incentive Stock Options only to the extent consistent with applicable
regulations relating to Incentive Stock Options under the Code.  Because shares will count against the number
reserved in Section 3.1 upon delivery, the Committee may, subject to the
share counting rules under this Section 3.1, determine that Awards
may be outstanding that relate to a greater number of shares than the aggregate
remaining available under the Plan, so long as Awards will not result in
delivery and vesting of shares in excess of the number then available under the
Plan.  The payment of Dividend
Equivalents in cash in conjunction with any outstanding Awards shall not be
counted against the shares available for issuance under the Plan.


 


3.2                                 Stock Distributed. 
Any Stock distributed pursuant to an Award may consist, in whole or in
part, of authorized and unissued Stock, treasury Stock or Stock purchased on
the open market.


 


3.3                                 Limitation on Number of Shares Subject to
Awards and Limit on Performance Awards.  Notwithstanding any
provision in the Plan to the contrary, and subject to Article 11, the
maximum number of shares of Stock with respect to one or more Awards that may
be granted to any one Participant during any twelve-month period (measured from
the date of any grant) shall be 500,000 and the maximum amount that may be paid
in cash as a Performance Award that is intended to be a Performance Based Award
shall not exceed $1,000,000.  In
addition, no more than one-half of the shares of Stock available for issuance
pursuant to Awards under Section 3.1(a) may be issued in the form of
Full Value Awards.


 


ARTICLE 4


 


ELIGIBILITY
AND PARTICIPATION


 


4.1                                 Eligibility.


 


 (a)                               General.  Persons eligible to participate in this Plan
include Employees, Consultants, and all Directors, as determined by the
Committee.


 


 (b)                              Foreign
Participants.  Notwithstanding any
provision of the Plan to the contrary, in order to comply with the laws in
other countries in which the Company and its Subsidiaries operate or in which
Eligible Individuals reside, the Committee, in its sole discretion, shall have
the power and authority to:


 


(i)                                     Determine
which Subsidiaries shall be covered by the Plan;


 


(ii)                                  Determine
which Eligible Individuals outside the Unites States are eligible to
participate in the Plan;


 


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(iii)                               Modify
the terms and conditions of any Award granted to Eligible Individuals outside
the United States to comply with applicable foreign laws;


 


(iv)                              Establish
subplans and modify exercise procedures and other terms and procedures, to the
extent such actions may be necessary or advisable (any such subplans and/or
modifications shall be attached to this Plan as appendices); provided, however, that no such subplans
and/or modifications shall increase the share limitations contained in Sections
3.1 and 3.3 of the Plan; and


 


(v)                                 Take
any action, before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local governmental regulatory exemptions
or approvals.


 


Notwithstanding the foregoing, the Committee may not
take any actions hereunder, and no Awards shall be granted, that would violate
the Exchange Act, the Code, any securities law or governing statute or any
other applicable law.


 


4.2                                 Participation.  Subject to the provisions of the Plan, the
Committee may, from time to time, select from among all Eligible Individuals,
those to whom Awards shall be granted and shall determine the nature and amount
of each Award.  No Eligible Individual
shall have any right to be granted an Award pursuant to this Plan.


 


ARTICLE 5


 


STOCK
OPTIONS


 


5.1                                 General.  The Committee is
authorized to grant Options to Eligible Individuals on the following terms and
conditions:


 


(a)                                  Exercise
Price.  The exercise price per share
of Stock subject to an Option shall be determined by the Committee and set
forth in the Award Agreement; provided
that the exercise price for any Option shall not be less than 100% of the Fair
Market Value of a share of Stock on the date of grant.


 


(b)                                 Time
and Conditions of Exercise.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part; provided
that the term of any Option granted under the Plan shall not exceed ten years
and that no Option may be exercisable earlier than one year after its date of
grant, except as provided in Section 11.2. 
The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be
exercised.


 


(c)                                  Payment.  The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation, (i) cash, (ii) promissory note bearing
interest at no less than such rate as shall then preclude the imputation of
interest under the Code, (iii) shares of Stock held for such period of
time as may be required by the Committee in order to avoid adverse accounting
consequences and having a Fair Market Value on the date of delivery equal to
the aggregate exercise price of the Option or exercised portion thereof, (iv) by
the delivery of a notice that the Participant has placed a market 


 


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sell order with a broker
with respect to shares of Stock then issuable upon exercise of the Option, and
that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the Option exercise
price; provided that payment of
such proceeds is then made to the Company upon settlement of such sale), and
the methods by which shares of Stock shall be delivered or deemed to be
delivered to Participants, or (v) other property acceptable to the
Committee.  Notwithstanding any other provision of the
Plan to the contrary, no Participant who is a Director or an “executive officer”
of the Company within the meaning of Section 13(k) of the Exchange
Act shall be permitted to pay the exercise price of an Option in any method
which would violate Section 13(k) of the Exchange Act.


 


(d)                                 Evidence
of Grant.  All Options shall be
evidenced by an Award Agreement between the Company and the Participant.  The Award Agreement shall include such
additional provisions as may be specified by the Committee.


 


5.2                                 Incentive Stock Options.  Incentive Stock Options shall be granted only
to Employees and the terms of any Incentive Stock Options granted pursuant to the
Plan, in addition to the requirements of Section 5.1, must comply with the
following additional provisions of this Section 5.2:


 


(a)                                  Expiration
of Option.  Subject to Section 5.2(c),
an Incentive Stock Option shall cease to be an Incentive Stock Option and shall
be a Non-Qualified Stock Option to any extent exercised by anyone after the
first to occur of the following events:


 


(i)                                     Ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement;


 


(ii)                                  Three
months after the Participant’s termination of employment as an Employee; and


 


(iii)                               One
year after the date of the Participant’s termination of employment or service
on account of Disability or death.  Upon
the Participant’s Disability or death, any Incentive Stock Options exercisable
at the Participant’s Disability or death may be exercised by the Participant’s
legal representative or representatives, by the person or persons entitled to
do so pursuant to the Participant’s last will and testament, or, if the
Participant fails to make testamentary disposition of such Incentive Stock
Option or dies intestate, by the person or persons entitled to receive the
Incentive Stock Option pursuant to the applicable laws of descent and
distribution.


 


(b)                                 Dollar
Limitation.  The aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000 or such other
limitation as imposed by Section 422(d) of the Code, or any successor
provision.  To the extent that Incentive
Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.


 


(c)                                  Ten
Percent Owners.  An Incentive Stock
Option shall be granted to any individual who, at the date of grant, owns stock
possessing more than ten percent of the total combined voting power of all
classes of Stock of the Company only if such Option is granted at a 


 


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price that is not less
than 110% of Fair Market Value on the date of grant and the Option is
exercisable for no more than five years from the date of grant.


 


(d)                                 Notice
of Disposition.  The Participant
shall give the Company prompt notice of any disposition of shares of Stock
acquired by exercise of an Incentive Stock Option within (i) two years
from the date of grant of such Incentive Stock Option or (ii) one year
after the transfer of such shares of Stock to the Participant.


 


(e)                                  Expiration
of Incentive Stock Options.  No Award
of an Incentive Stock Option may be made pursuant to this Plan after the tenth
anniversary of the Restatement Effective Date.


 


(f)                                    Right
to Exercise.  During a Participant’s
lifetime, an Incentive Stock Option may be exercised only by the Participant.


 


(g)                                 Failure
to Meet Requirements.  Any Option (or
portion thereof) purported to be an Incentive Stock Option, which, for any
reason, fails to meet the requirements of Section 422 of the Code shall be
considered a Non-Qualified Stock Option


 


5.3                                 Substitution
of Stock Appreciation Rights.  The
Committee may provide in the Award Agreement evidencing the grant of an Option
that the Committee, in its sole discretion, shall have the right to substitute
a Stock Appreciation Right for such Option at any time prior to or upon
exercise of such Option, provided that such Stock Appreciation Right shall be
exercisable with respect to the same number of shares of Stock for which such
substituted Option would have been exercisable.


 


ARTICLE 6


 


RESTRICTED
STOCK AWARDS


 


6.1                                 Grant of Restricted Stock.  The Committee is authorized to make Awards of
Restricted Stock to any Eligible Individual selected by the Committee in such
amounts and subject to such terms and conditions as determined by the
Committee.  All Awards of Restricted
Stock shall be evidenced by an Award Agreement.


 


6.2                                 Issuance and Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability and other restrictions as the Committee may
impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted
Stock).  These restrictions may lapse
separately or in combination at such times, pursuant to such circumstances, in
such installments, or otherwise, as the Committee determines at the time of the
grant of the Award or thereafter.


 


6.3                                 Forfeiture.  Except as otherwise determined by the
Committee at the time of the grant of the Award or thereafter, upon termination
of employment or service during the applicable restriction period, Restricted
Stock that is at that time subject to restrictions shall be forfeited; provided, however, that except as
otherwise provided by Section 10.6, the Committee may (a) provide in
any Restricted Stock Award Agreement that restrictions or forfeiture conditions
relating to Restricted Stock will be waived in whole or in part in the event of



 


11

















 


terminations resulting
from specified causes, and (b) in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.


 


6.4                                 Certificates for Restricted Stock.  Restricted Stock granted pursuant to the Plan
may be evidenced in such manner as the Committee shall determine.  If certificates representing shares of
Restricted Stock are registered in the name of the Participant, certificates
must bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock, and the Company may, at its discretion,
retain physical possession of the certificate until such time as all applicable
restrictions lapse.


 


ARTICLE 7


 


STOCK
APPRECIATION RIGHTS


 


7.1                               Grant of Stock Appreciation Rights.


 


(a)                                  A
Stock Appreciation Right may be granted to any Eligible Individual selected by
the Committee.  A Stock Appreciation
Right shall be subject to such terms and conditions not inconsistent with the
Plan as the Committee shall impose and shall be evidenced by an Award
Agreement.


 


(b)                                 A
Stock Appreciation Right shall entitle the Participant (or other person
entitled to exercise the Stock Appreciation Right pursuant to the Plan) to
exercise all or a specified portion of the Stock Appreciation Right (to the
extent then exercisable pursuant to its terms) and to receive from the Company
an amount equal to the product of (i) the excess of (A) the Fair
Market Value of a share of Stock on the date of exercise of the Stock
Appreciation Right over (B) the Fair Market Value of the Stock on the date
the Stock Appreciation Right was granted, and (ii) by the number of shares
of Stock with respect to which the Stock Appreciation Right is exercised,
subject to any limitations the Committee may impose.


 


7.2                               Payment
and Limitations on Exercise.  Except
as otherwise provided in the Award Agreement, payment for the Stock
Appreciation Right may be made in cash or Stock, or in a combination thereof,
at the sole discretion of the Committee. 
Payment shall be made in the manner and at the time designated by the
Committee.  As a general rule, the Stock
Appreciation Rights granted under the Plan are intended to comply with the
so-called “stock rights” exception to Code Section 409A described in
Treas. Reg. §1.409A-1(b)(5)(i)(B).  The
Committee may in its discretion grant a SAR Award pursuant to which a
Participant can defer receipt of the cash or Stock payable in exchange for such
Stock Appreciation Rights.  Under these
circumstances, the SAR Award will be subject to Code Section 409A and the
Award Agreement must include any provisions needed to comply with the
requirements of Code Section 409A and regulations thereunder, or an
exception to thereto.


 


ARTICLE 8


 


OTHER
TYPES OF AWARDS


 


8.1                                 Performance
Share Awards.  Any Eligible
Individual selected by the Committee may be granted one or more Performance
Share awards which shall be denominated in a number 


 


12

















 


of shares of Stock and
which may be linked to any one or more of the Performance Criteria or other
specific performance criteria determined appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee.  In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant.


 


8.2                                 Performance
Stock Units.  Any Eligible Individual selected
by the Committee may be granted one or more Performance Stock Unit awards which
shall be denominated in unit equivalent of shares of Stock and/or units of
value including dollar value of shares of Stock and which may be linked to any
one or more of the Performance Criteria or other specific performance criteria
determined appropriate by the Committee, in each case on a specified date or
dates or over any period or periods determined by the Committee (subject to Section 10.6).  In making such determinations, the Committee
shall consider (among such other factors as it deems relevant in light of the
specific type of award) the contributions, responsibilities and other
compensation of the particular Participant.


 


8.3                                 Performance
Award.  Any Eligible Individual
selected by the Committee may be granted a Performance Award.    The value of such Performance Awards may be
linked to any one or more of the Performance Criteria or other specific
performance criteria determined appropriate by the Committee, in each case on a
specified date or dates or over any Performance Period determined by the
Committee.  In making such
determinations, the Committee shall consider (among such other factors as it
deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the Participant.


 


8.4                                 Dividend
Equivalents.


 


(a)                                  Any
Eligible Individual selected by the Committee may be granted Dividend
Equivalents based on the dividends declared on the shares of Stock that are
subject to any Award, to be credited as of dividend payment dates, during the
period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee.  Such Dividend Equivalents shall be converted
to cash or additional shares of Stock by such formula and at such time and
subject to such limitations as may be determined by the Committee.  Unless otherwise provided by the Committee,
no adjustment shall be made in shares of Stock issuable under any Award on
account of cash dividends that may be paid or other rights that may be issued
to the holders of shares of Stock prior to their issuance under any Award.  The Committee shall specify whether dividends
or dividend equivalent amounts shall be paid to any Participant with respect to
the shares of Stock subject to any Award that have not vested or been issued or
that are subject to any restrictions or conditions on the record date for
dividends. Notwithstanding any provision of this Section 8.4 to the
contrary, the Committee shall not condition the right to receive dividends or
dividend equivalent amounts, directly or indirectly, upon the exercise of any
Option.  In addition, the Committee will
ensure that any right to dividend or dividend equivalent amounts that may be
paid in connection with the shares of Stock subject to any Award granted
hereunder  complies with the
requirements of Code Section 409A.


 


13
















 


(b)           Dividend
Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to
pre-exercise periods, regardless of whether such Option or SAR is subsequently
exercised.


 


8.5           Stock
Payments.  Any Eligible Individual
selected by the Committee may receive Stock Payments in the manner determined
from time to time by the Committee; provided,
that unless otherwise determined by the Committee such Stock Payments shall be
made in lieu of base salary, bonus, or other cash compensation otherwise
payable to such Participant.  The number
of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific criteria determined appropriate by the
Committee, determined on the date such Stock Payment is made or on any date
thereafter.


 


8.6           Deferred Stock.  Any Eligible Individual selected by the
Committee may be granted an award of Deferred Stock in the manner determined
from time to time by the Committee.  The
number of shares of Deferred Stock shall be determined by the Committee and may
be linked to the Performance Criteria or other specific criteria determined to
be appropriate by the Committee, in each case on a specified date or dates or
over any period or periods determined by the Committee.  Stock underlying a Deferred Stock award will
not be issued until the Deferred Stock award has vested, pursuant to a vesting
schedule or criteria set by the Committee. 
Unless otherwise provided by the Committee, a Participant awarded
Deferred Stock shall have no rights as a Company stockholder with respect to
such Deferred Stock until such time as the Deferred Stock Award has vested and
the Stock underlying the Deferred Stock Award has been issued.


 


8.7           Restricted Stock Units.  The Committee is authorized to make Awards of
Restricted Stock Units to any Eligible Individual selected by the Committee in
such amounts and subject to such terms and conditions as determined by the
Committee.  At the time of grant, the
Committee shall specify the date or dates on which the Restricted Stock Units
shall become fully vested and nonforfeitable, and may specify such conditions
to vesting as it deems appropriate.  At
the time of grant, the Committee shall specify the maturity date applicable to
each grant of Restricted Stock Units which shall be no earlier than the vesting
date or dates of the Award and may be determined at the election of the
grantee.  On the maturity date, the Company
shall transfer to the Participant one unrestricted, fully transferable share of
Stock for each Restricted Stock Unit scheduled to be paid out on such date and
not previously forfeited.  The Committee
shall specify the purchase price, if any, to be paid by the grantee to the
Company for such shares of Stock.


 


8.8           Term.  Except as otherwise provided herein, the term
of any Award of Performance Shares, Performance Stock Units, Dividend
Equivalents, Stock Payments, Deferred Stock, or Restricted Stock Units shall be
set by the Committee in its discretion.


 


8.9           Exercise
or Purchase Price.  The Committee may
establish the exercise or purchase price, if any, of any Award of Performance
Shares, Performance Stock Units, Deferred Stock, Stock Payments, or Restricted
Stock Units; provided, however,
that such price shall not be less than the par value of a share of Stock,
unless otherwise permitted by applicable state law.


 


14

















 


8.10         Exercise upon Termination of Employment or
Service.  An Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Deferred
Stock, Stock Payments, or Restricted Stock Units shall only be exercisable or
payable while the Participant is an Employee, Consultant or a member of the
Board, as applicable; provided, however,
that, subject to compliance with the provisions of Section 15.14 below,
the Committee in its sole and absolute discretion may provide that an Award of
Performance Shares, Performance Stock Units, Dividend Equivalents, Stock
Payments, Deferred Stock, Restricted Stock Units or Other Stock-Based Award may
be exercised or paid subsequent to a termination of employment or service, as
applicable, or following a Change of Control of the Company, or because of the
Participant’s retirement, death or disability, or otherwise.


 


8.11         Form of
Payment.  Payments with respect to
any Awards granted under this Article 8 shall be made in cash, in Stock or
a combination of both, as determined by the Committee.


 


8.12         Award
Agreement.  All Awards under this Article 8
shall be subject to such additional terms and conditions as determined by the
Committee and shall be evidenced by an Award Agreement.


 


ARTICLE 9


 


PERFORMANCE-BASED
AWARDS


 


9.1           Purpose.  The purpose of this Article 9 is to
provide the Committee the ability to qualify Awards other than Options and SARs
and that are granted pursuant to Articles 6 and 8 as Qualified
Performance-Based Compensation.  If the
Committee, in its discretion, decides to grant a Performance-Based Award to a
Covered Employee, the provisions of this Article 9 shall control over any
contrary provision contained in Articles 6 or 8; provided, however, that the Committee may in its discretion
grant Awards to Covered Employees or other Participants that are based on
Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9.


 


9.2           Applicability.  This Article 9 shall apply only to those
Covered Employees selected by the Committee to receive Performance-Based
Awards.  The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period.  Moreover, designation of a Covered Employee
as a Participant for a particular Performance Period shall not require
designation of such Covered Employee as a Participant in any subsequent
Performance Period and designation of one Covered Employee as a Participant
shall not require designation of any other Covered Employees as a Participant
in such period or in any other period.


 


9.3           Procedures
with Respect to Performance-Based Awards.  To the extent necessary to comply with the
Qualified Performance-Based Compensation requirements of Section 162(m)(4)(C) of
the Code, with respect to any Award granted under Articles 6 and 8 which may be
granted to one or more Covered Employees, no later than ninety (90) days
following the commencement of any fiscal year in question or any other
designated fiscal period or period of service (or such other time as may be
required or permitted by Section 162(m) of the Code), the 


 


15

















 


Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of
such Awards, as applicable, which may be earned for such Performance Period,
and (d) specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be earned
by each Covered Employee for such Performance Period.  Following the completion of each Performance
Period, the Committee shall certify in writing whether the applicable
Performance Goals have been achieved for such Performance Period.  In determining the amount earned by a Covered
Employee, the Committee shall have the right to reduce or eliminate (but not to
increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period.


 


9.4           Payment of Performance-Based Awards.  Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary
on the day a Performance-Based Award for such Performance Period is paid to the
Participant.  Furthermore, a Participant
shall be eligible to receive payment pursuant to a Performance-Based Award for
a Performance Period only if the Performance Goals for such period are
achieved.  In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is appropriate.  The payment of Performance-Based Awards shall
be subject to compliance with the provisions set forth in Section 15.14
below.


 


9.5           Additional Limitations.  Notwithstanding any other provision of the
Plan, any Award which is granted to a Covered Employee and is intended to
constitute Qualified Performance-Based Compensation shall be subject to any
additional limitations set forth in Section 162(m) of the Code
(including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for
qualification as qualified performance-based compensation as described in Section 162(m)(4)(C) of
the Code, and the Plan shall be deemed amended to the extent necessary to
conform to such requirements.


 


ARTICLE 10


 


PROVISIONS
APPLICABLE TO AWARDS


 


10.1         Stand-Alone and Tandem Awards.  Awards granted pursuant to the Plan may, in
the discretion of the Committee, be granted either alone, in addition to, or in
tandem with, any other Award granted pursuant to the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards.


 


10.2         Award
Agreement.  Awards under the
Plan shall be evidenced by Award Agreements that set forth the terms,
conditions and limitations for each Award which may include the term of an
Award, the provisions applicable in the event the Participant’s employment or
service terminates, and the Company’s authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Award.


 


16

















 


10.3         Limits on
Transfer.  No right or
interest of a Participant in any Award may be pledged, encumbered, or
hypothecated to or in favor of any party other than the Company or a
Subsidiary, or shall be subject to any lien, obligation, or liability of such
Participant to any other party other than the Company or a Subsidiary.  Except as otherwise provided by the
Committee, no Award shall be assigned, transferred, or otherwise disposed of by
a Participant other than by will or the laws of descent and distribution.  The Committee by express provision in the
Award or an amendment thereto may permit an Award (other than an Incentive Stock
Option) to be transferred to, exercised by and paid to certain persons or
entities related to the Participant, including but not limited to members of
the Participant’s family, charitable institutions, or trusts or other entities
whose beneficiaries or beneficial owners are members of the Participant’s
family and/or charitable institutions, or to such other persons or entities as
may be expressly approved by the Committee, pursuant to such conditions and
procedures as the Committee may establish. 
Any permitted transfer shall be subject to the condition that the
Committee receive evidence satisfactory to it that the transfer is being made
for estate and/or tax planning purposes (or to a “blind trust” in connection
with the Participant’s termination of employment or service with the Company or
a Subsidiary to assume a position with a governmental, charitable, educational
or similar non-profit institution) and on a basis consistent with the Company’s
lawful issue of securities.


 


10.4         Beneficiaries.  Notwithstanding Section 10.3, a
Participant may, in the manner determined by the Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any
distribution with respect to any Award upon the Participant’s death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award
Agreement otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. 
If the Participant is married and resides in a community property state,
a designation of a person other than the Participant’s spouse as his or her
beneficiary with respect to more than 50% of the Participant’s interest in the
Award shall not be effective without the prior written consent of the
Participant’s spouse.  If no beneficiary
has been designated or survives the Participant, payment shall be made to the
person entitled thereto pursuant to the Participant’s will or the laws of
descent and distribution.  Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.


 


10.5         Stock Certificates; Book Entry Procedures.  Notwithstanding anything herein to the
contrary, the Company shall not be required to issue or deliver any
certificates evidencing shares of Stock pursuant to the exercise of any Award,
unless and until the Board has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable
laws, regulations of governmental authorities and, if applicable, the
requirements of any exchange on which the shares of Stock are listed or
traded.  All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded.  The Committee may place legends on any Stock
certificate to reference restrictions applicable to the Stock.  In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the 


 


17

















 


Board, in its discretion, deems advisable in order to comply with any
such laws, regulations, or requirements. The Committee shall have the right to
require any Participant to comply with
any timing or other restrictions with respect to the settlement or exercise of
any Award, including a window-period limitation, as may be imposed in the
discretion of the Committee.


 


10.6         Full Value Award Vesting
Limitations.  Notwithstanding any
other provision of this Plan to the contrary, Full Value Awards made to
Employees or Consultants shall become vested over a period of not less than
three years (or, in the case of vesting based upon the attainment of
Performance Goals or other performance-based objectives, over a period of not
less than one year) following the date the Award is made; provided, however, that,
notwithstanding the foregoing, Full Value Awards may vest sooner upon a Change
in Control, death or disability; provided, further, however, that,
notwithstanding the foregoing, the Committee may make an award of up to and
including 250,000 shares of Restricted Stock to a member of the Board agreeing
to serve as an interim Officer of the Company and such award of Restricted
Stock may vest in six months or upon the occurrence of the vesting criteria
specified by the Committee at the time the Award is granted.


 


10.7         Paperless Administration.  In the event that the Company establishes,
for itself or using the services of a third party, an automated system for the
documentation, granting or exercise of Awards, such as a system using an
internet website or interactive voice response, then the paperless
documentation, granting or exercise of Awards by a Participant may be permitted
through the use of such an automated system.


 


ARTICLE
11


 


CHANGES
IN CAPITAL STRUCTURE


 


11.1         Adjustments.


 


(a)           In
the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any
other change affecting the shares of Stock or the share price of the Stock,
other than an Equity Restructuring, the Committee shall make such proportionate
and equitable adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such change with respect to (i) the aggregate
number and kind of shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitations in Sections 3.1 and 3.3); (ii) the
terms and conditions of any outstanding Awards (including, without limitation,
any applicable performance targets or criteria with respect thereto); and (iii) the
grant or exercise price per share for any outstanding Awards under the
Plan.  Notwithstanding the foregoing, (x) any
adjustment affecting an Award intended as Qualified Performance-Based
Compensation shall be made consistent with the requirements of Section 162(m) of
the Code, (y) any adjustment affecting an Award intended to be an
Incentive Stock Option shall be made consistent with the requirements of Section 424
of the Code and the Treasury Regulations issued thereunder, and (z) any
adjustment affecting an Award subject to the requirements of Section 409A
of the Code shall be made consistent with the requirements of Section 409A
of the Code.


 


18

















 


(b)           In
the event of any transaction or event described in Section 11(a) or
any unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations or accounting
principles, the Committee, in its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, either by the terms of the Award
or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Participant’s request, is hereby authorized to
take any one or more of the following actions whenever the Committee determines
that such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan
or with respect to any Award under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles:


 


(i)            To provide for either (A) termination
of any such Award in exchange for an amount of cash, if any, equal to the
amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights (and, for the avoidance of doubt, if as
of the date of the occurrence of the transaction or event described in this Section 11(b) the
Committee determines in good faith that no amount would have been attained upon
the exercise of such Award or realization of the Participant’s rights, then
such Award may be terminated by the Company without payment) or (B) the
replacement of such Award with other rights or property selected by the
Committee in its sole discretion;


 


(ii)           To provide that such Award be assumed
by the successor or survivor corporation, or a parent or subsidiary thereof, or
shall be substituted for by similar options, rights or awards covering the
stock of the successor or survivor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and
prices;


 


(iii)          To make adjustments in the number and
type of shares of Common Stock (or other securities or property) subject to
outstanding Awards, and in the number and kind of outstanding Restricted Stock
or Deferred Stock and/or in the terms and conditions of (including the grant or
exercise price), and the criteria included in, outstanding options, rights and
awards and options, rights and awards which may be granted in the future;


 


(iv)          To provide that such Award shall be
exercisable or payable or fully vested with respect to all shares covered
thereby, notwithstanding anything to the contrary in the Plan or the applicable
Award Agreement; and


 


(v)           To provide that the Award cannot
vest, be exercised or become payable after such event.


 


(c)           In connection with the
occurrence of any Equity Restructuring, and notwithstanding anything to the
contrary in Sections 11(a) and 11(b):


 


(i)            The number and type of securities
subject to each outstanding Award and the exercise price or grant price
thereof, if applicable, will be proportionately and equitably adjusted.  The adjustments provided under this Section 11.1(c)(i) shall
be nondiscretionary and shall be final and binding on the affected Participant
and the Company.


 


19

















 


(ii)           The Committee shall make such
equitable adjustments, if any, as the Committee in its discretion may deem
appropriate to reflect such Equity Restructuring with respect to the aggregate
number and kind of shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitations in Sections 3.1 and 3.3).


 


11.2         Acceleration
upon a Change of Control. 
Except as may otherwise be provided in any Award Agreement or any other
written agreement entered into by and between the Company and a Participant, if
a Change of Control occurs and a Participant’s Options, Restricted Stock or
Stock Appreciation Rights settled in stock are not converted, assumed, or
replaced by a successor, such Awards shall become fully exercisable and all
forfeiture restrictions on such Awards shall lapse; and provided such Change of
Control is a change in the ownership or effective control of the Company or in
the ownership of or a substantial portion of the assets of the Company within
the meaning of Section 409A of the Code, then all Restricted Stock Units,
Deferred Stock and Performance Stock shall become deliverable upon the Change
of Control.  Upon, or in anticipation of,
a Change of Control, the Committee may in its sole discretion provide for (i) any
and all Awards outstanding hereunder to terminate at a specific time in the
future and shall give each Participant the right to exercise such Awards during
a period of time as the Committee shall determine, (ii) either the purchase
of any Award for an amount of cash equal to the amount that could have been
attained upon the exercise of such Award or realization of the Participant’s
rights had such Award been currently exercisable or payable or fully vested
(and, for the avoidance of doubt, if as of such date the Committee determines
in good faith that no amount would have been attained upon the exercise of such
Award or realization of the Participant’ s rights, then such Award may be
terminated by the Company without payment), (iii) the replacement of such
Award with other rights or property selected by the Committee in its sole
discretion the assumption of or substitution of such Award by the successor or
surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of Shares and prices, or (iv) provide for
payment of Awards in cash based on the value of Stock on the date of the Change
of Control plus reasonable interest on the Award through the date such Award
would otherwise be vested or have been paid in accordance with its original
terms, if necessary to comply with Section 409A of the Code.


 


11.3         No Other
Rights.  Except as expressly
provided in the Plan, no Participant shall have any rights by reason of any
subdivision or consolidation of shares of stock of any class, the payment of
any dividend, any increase or decrease in the number of shares of stock of any
class or any dissolution, liquidation, merger, or consolidation of the Company
or any other corporation.  Except as expressly
provided in the Plan or pursuant to action of the Committee under the Plan, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Stock
subject to an Award or the grant or exercise price of any Award.


 


ARTICLE
12


 


ADMINISTRATION


 


12.1         Committee.  Unless and until the Board delegates
administration of the Plan to a Committee as set forth below, the Plan shall be
administered by the full Board, and for such 


 


20

















 


purposes the term “Committee” as used in this Plan
shall be deemed to refer to the Board. 
The Board, at its discretion or as otherwise necessary to comply with
the requirements of Section 162(m) of the Code, Rule 16b-3
promulgated under the Exchange Act or to the extent required by any other
applicable rule or regulation, shall delegate administration of the Plan
to a Committee.  The Committee shall
consist solely of two or more Directors, each of whom qualifies as (a) a
Non-Employee Director and an “independent director” under the rules of the
principal securities market on which shares of Stock are traded, and (b) an
“outside director” pursuant to Code Section 162(m) and the
regulations issued thereunder. 
Notwithstanding the foregoing:  (x) the
full Board, acting by a majority of its members in office, shall conduct the
general administration of the Plan with respect to all Awards granted to
Directors and for purposes of such Awards the term “Committee” as used in this
Plan shall be deemed to refer to the Board, and (y) the Committee may
delegate its authority hereunder to the extent permitted by Section 12.5.  Appointment of Committee members shall be
effective upon acceptance of appointment. 
The Board may abolish the Committee at any time and revest in the Board
the administration of the Plan.  Committee
members may resign at any time by delivering written notice to the Board.  Vacancies in the Committee may only be filled
by the Board.


 


12.2         Action by
the Committee.  The Committee
shall act in accordance with its charter. 
If the Committee does not have a charter, the majority of the Committee
shall constitute a quorum, and the acts of a majority of the members present at
any meeting at which a quorum is present, and acts approved in writing by a
majority of the Committee in lieu of a meeting, shall be deemed the acts of the
Committee.  Each member of the Committee
is entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company’s independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.


 


12.3         Authority of Committee.  Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:


 


(a)           Designate
Participants to receive Awards;


 


(b)           Determine
the type or types of Awards to be granted to each Participant;


 


(c)           Determine
the number of Awards to be granted and the number of shares of Stock to which
an Award will relate;


 


(d)           Determine
the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any
restrictions or limitations on the Award, any schedule for lapse of forfeiture
restrictions or restrictions on the exercisability of an Award, and
accelerations or waivers thereof, any provisions related to non-competition and
recapture of gain on an Award, based in each case on such considerations as the
Committee in its sole discretion determines; provided,
however, that the Committee shall not have the authority to
accelerate the vesting or waive the forfeiture of any Performance-Based Awards
or take action to cause any Award to fail to satisfy the requirements set forth
in Section 409A of the Code;


 


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(e)           Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock,
other Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;


 


(f)            Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;


 


(g)           Decide
all other matters that must be determined in connection with an Award;


 


(h)           Establish,
adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;


 


(i)            Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and


 


(j)            Make
all other decisions and determinations that may be required pursuant to the
Plan or as the Committee deems necessary or advisable to administer the Plan.


 


12.4         Delegation of Authority.  To the extent permitted by applicable law,
the Committee may from time to time delegate to a committee of one or more
members of the Board or one or more officers of the Company the authority to
grant or amend Awards to Participants other than (a) senior executives of
the Company who are subject to Section 16 of the Exchange Act, (b) Covered
Employees, or (c) officers of the Company (or members of the Board) to
whom authority to grant or amend Awards has been delegated hereunder.  Any delegation hereunder shall be subject to
the restrictions and limits that the Committee specifies at the time of such delegation,
and the Committee may at any time rescind the authority so delegated or appoint
a new delegatee.  At all times, the
delegatee appointed under this Section 12.5 shall serve in such capacity
at the pleasure of the Committee.


 


12.5         Decisions Binding.  The Committee’s interpretation of the Plan,
any Awards granted pursuant to the Plan, any Award Agreement and all decisions
and determinations by the Committee with respect to the Plan are final,
binding, and conclusive on all parties.


 


ARTICLE 13


 


EFFECTIVE
AND EXPIRATION DATE


 


13.1         Effective Date.  This Amended and Restated Plan is effective
as of the date the Plan is approved by the Company’s stockholders either:


 


 (a)          By
a majority of the votes cast at a duly held stockholders meeting at which a
quorum representing a representing a majority of outstanding voting stock is,
either in person or by proxy, present and voting on the Plan; or


 


 (b)          By
a method and in a degree that would be treated as adequate under Delaware law
in the case of an action requiring stockholder approval.


 


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13.2         Expiration Date.  The Plan will expire on, and no Award may be
granted pursuant to the Plan after, the tenth anniversary of the Restatement
Effective Date.  Any Awards that are
outstanding on the tenth anniversary of the Restatement Effective Date shall
remain in force according to the terms of the Plan and the applicable Award
Agreement.


 


ARTICLE
14


 


AMENDMENT,
MODIFICATION, AND TERMINATION


 


14.1         Amendment, Modification, And Termination.  Subject to Section 15.14, with the
approval of the Board, at any time and from time to time, the Committee may
terminate, amend or modify the Plan; provided,
however, that (a) to the extent necessary and desirable to
comply with any applicable law, regulation, or stock exchange rule, the Company
shall obtain stockholder approval of any Plan amendment in such a manner and to
such a degree as required, and (b) stockholder approval is required for
any amendment to the Plan that (i) increases the number of shares
available under the Plan (other than any adjustment as provided by Article 11),
(ii) permits the Committee to grant Options with an exercise price that is
below Fair Market Value on the date of grant, (iii) permits the Committee
to extend the exercise period for an Option beyond ten years from the date of
grant, or (iv) results in a material increase in benefits or a change in
eligibility requirements. 
Notwithstanding any provision in this Plan to the contrary, absent
approval of the stockholders of the Company, no Option may be amended to reduce
the per share exercise price of the shares subject to such Option below the per
share exercise price as of the date the Option is granted and, except as
permitted by Article 11, no Option may be granted in exchange for, or in
connection with, the cancellation or surrender of an Option having a higher per
share exercise price.


 


14.2         Awards Previously Granted.  Except with respect to amendments made
pursuant to Section 15.14, no termination, amendment, or modification of
the Plan shall adversely affect in any material way any Award previously
granted pursuant to the Plan without the prior written consent of the
Participant.


 


ARTICLE 15


 


GENERAL
PROVISIONS


 


15.1         No Rights to Awards.  No Participant, employee, or other person
shall have any claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Committee is obligated to treat Participants, employees,
and other persons uniformly.


 


15.2         No Stockholders Rights. 
Except as otherwise provided herein, a Participant shall have none of
the rights of a stockholder of the Company with respect to shares of Stock
covered by an Award unless and until the Participant becomes the record owner
of such shares.


 


15.3         Withholding.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant’s employment tax obligations) required
by law to be withheld with respect to any taxable event concerning a
Participant arising as a result of this Plan. 
The Committee may in its discretion and in 


 


23

















 


satisfaction of the foregoing requirement allow a Participant to elect
to have the Company withhold shares of Stock otherwise issuable under an Award
(or allow the return of shares of Stock) having a Fair Market Value equal to
the sums required to be withheld. 
Notwithstanding any other provision of the Plan, the number of shares of
Stock which may be withheld with respect to the issuance, vesting, exercise or
payment of any Award (or which may be repurchased from the Participant of such
Award within six months after such shares of Stock were acquired by the
Participant from the Company) in order to satisfy the Participant’s federal,
state, local and foreign income and payroll tax liabilities with respect to the
issuance, vesting, exercise or payment of the Award shall be limited to the
number of shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum statutory withholding rates for federal, state, local and foreign
income tax and payroll tax purposes that are applicable to such supplemental
taxable income.


 


15.4         No Right to Employment or Services.  Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment or services at any time,
nor confer upon any Participant any right to continue in the employ or service
of the Company or any Subsidiary.


 


15.5         Unfunded Status of Awards.  The Plan is intended to be an “unfunded” plan
for incentive compensation.  With respect
to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any
Subsidiary.


 


15.6         Indemnification.  To the extent allowable pursuant to
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in connection
with or resulting from any claim, action, suit, or proceeding to which he or
she may be a party or in which he or she may be involved by reason of any
action or failure to act pursuant to the Plan and against and from any and all
amounts paid by him or her in satisfaction of judgment in such action, suit, or
proceeding against him or her; provided
he or she gives the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled pursuant to the Company’s Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any power that
the Company may have to indemnify them or hold them harmless.


 


15.7         Relationship to other Benefits.  No payment pursuant to the Plan shall be
taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.


 


15.8         Expenses.  The expenses of administering the Plan shall
be borne by the Company and its Subsidiaries.


 


24

















 


15.9         Titles and Headings.  The titles and headings of the Sections in
the Plan are for convenience of reference only and, in the event of any conflict,
the text of the Plan, rather than such titles or headings, shall control.


 


15.10       Fractional
Shares.  No fractional shares
of Stock shall be issued and the Committee shall determine, in its discretion,
whether cash shall be given in lieu of fractional shares or whether such
fractional shares shall be eliminated by rounding up or down as appropriate.


 


15.11       Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the
Plan, the Plan, and any Award granted or awarded to any Participant who is then
subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section 16
of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule.  To the extent permitted by applicable law,
the Plan and Awards granted or awarded hereunder shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.


 


15.12       Government
and Other Regulations.  The
obligation of the Company to make payment of awards in Stock or otherwise shall
be subject to all applicable laws, rules, and regulations, and to such
approvals by government agencies as may be required.  The Company shall be under no obligation to
register pursuant to the Securities Act of 1933, as amended, any of the shares
of Stock paid pursuant to the Plan.  If
the shares paid pursuant to the Plan may in certain circumstances be exempt
from registration pursuant to the Securities Act of 1933, as amended, the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.


 


15.13       Governing
Law.  The Plan and all Award
Agreements shall be construed in accordance with and governed by the laws of
the State of Delaware.


 


15.14       Section 409A.  To the extent that the Committee determines
that any Award granted under the Plan is subject to Section 409A of the
Code, the Award Agreement evidencing such Award shall incorporate the terms and
conditions required by Section 409A of the Code.  To the extent applicable, the Plan and Award Agreements shall be
interpreted in accordance with Section 409A of the Code and Department of
Treasury regulations and other interpretive guidance issued thereunder,
including without limitation any such regulations or other guidance that may be
issued after the Restatement Effective Date. 
Notwithstanding any provision of the Plan to the contrary, in the event
that following the Restatement Effective Date the Committee determines that any
Award may be subject to Section 409A of the Code and related Department of
Treasury guidance (including such Department of Treasury guidance as may be
issued after the Restatement Effective Date), the Committee may adopt such
amendments to the Plan and the applicable Award Agreement or adopt other
policies and procedures (including amendments, policies and procedures with
retroactive effect), or take any other actions, that the Committee determines
are necessary or appropriate to (a) exempt the Award from Section 409A
of the Code and/or preserve the intended tax treatment of the benefits provided
with respect to the Award, or (b) comply with the requirements of Section 409A
of the Code and related Department of Treasury guidance and thereby avoid the
application of any penalty taxes under such Section.


 


25

















 


*  *  * 
*  *


 


I hereby certify that the Plan was amended and restated by the Board of
Directors of Accuride Corporation on December 17, 2008, effective January 1,
2009.


 


Executed on this 29th day of December, 2008.


 


 


	
   

  	
  /s/ David K. Armstrong_

  
	
   

  	
  Corporate
  Secretary

  



 


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