Exhibit 10.39


 


ACCURIDE CORPORATION


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


ACCURIDE CORPORATION 2005 INCENTIVE AWARD
PLAN


 


	
  Name:

  	
   

  	
  Grant:
              
  Restricted Stock Units

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Grant Date:

  
	
   

  	
   

  	
   

  
	
  Taxpayer

  	
   

  	
   

  
	
  Identification Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  



 


Effective on the Grant Date, you have been granted the number of
Restricted Stock Units indicated above, which entitles you to receive
[      ] shares of common stock (the “Stock”) of
Accuride Corporation (the “Company”) in accordance with the provisions of this
Agreement and the provisions of the Accuride Corporation 2005 Incentive Award
Plan (the “Plan”).


 


The Restricted Stock Units will fully vest and no longer be subject to
the restrictions of and forfeiture under this Agreement as follows:


 


·                  10% of the Restricted Stock Units will vest
on the first anniversary of the Grant Date.


 


·                  An additional 20% of the Restricted Stock
Units will vest on the second anniversary of the Grant Date.


 


·                  An additional 30% of the Restricted Stock
Units will vest on the third anniversary of the Grant Date.


 


·                  The final 40% of the Restricted Stock Units
will vest on the fourth anniversary of the Grant Date.


 


·                  Notwithstanding the foregoing, the Restricted
Stock Units will vest on a pro rata basis as of your “Permitted Retirement” (as
defined below), Disability or death, based on the number of full months of
service that have elapsed from the Grant Date to the date of your Permitted
Retirement, Disability or death, as compared to 48 months.  For example, assume that you are granted
1,000 Restricted Stock Units.  Assume
further that the date of your Permitted Retirement is 24 months after the Grant
Date.  On the date of your Permitted
Retirement, you will have a vested interest in 500 Restricted Stock Units
(24/48ths of 1,000).  Since you already
will have vested in 300 Restricted Stock Units based on the vesting schedule
set forth above, you will vest in 200 additional Restricted Stock Units on the
date of your Permitted Retirement. 
“Permitted Retirement” means your Termination of service at (i) age
55 or over after having served the Company for at least ten years, or (ii) after
your 65th birthday and other than by reason of termination for Cause, death or
Disability.


 


·                  Any unvested Restricted Stock Units will vest
upon a Change of Control.


 


In the event of the termination of your
employment or service for any reason, whether such termination is occasioned by
you, by the Company or any of its Subsidiaries, with or without cause or by
mutual agreement (“Termination of Service”), your right to receive and/or vest
in any additional Restricted 


 

















 


Stock Units under the Plan, if any, will
terminate and any unvested Restricted Stock Units will be forfeited effective
as of the earlier of: (i) the date that you give or are provided with
written notice of Termination of Service, or (ii) if you are an employee
of the Company or any of its Subsidiaries, the date that you are no longer
actively employed and physically present on the premises of the Company or any
of its Subsidiaries, regardless of any notice period or period of pay in lieu
of such notice required under any applicable statute or the common law.


 


In accordance with the Plan, as of the “Maturity
Date” for a particular Restricted Stock Unit, the Company shall transfer to you
one unrestricted, fully transferable share of Stock in exchange for that
Restricted Stock Unit, subject to the deferral provisions described below.  Except as provided in the next sentence, the
“Maturity Date” for a particular Restricted Stock Unit shall be the date on
which such Restricted Stock Unit vests so long as you do not terminate
employment on account of a Permitted Retirement during the four year vesting
schedule as set forth above.  If you terminate
employment on account of a Permitted Retirement during the four year vesting
schedule as set forth above, the Maturity Date for the Restricted Stock Units
that become vested solely on account of your Permitted Retirement shall be the January 5th
next following your termination date.  If
you become Permitted Retirement eligible during the four year vesting schedule
as set forth above, (i) the Maturity Date with respect to any Restricted
Stock Unit that vests on a Change of Control that complies with Section 409A
shall be the date of the Change of Control, and (ii) the Maturity Date
with respect to any Restricted Stock Unit that vests on a Change of Control
that does not comply with Section 409A shall be the January 5th next
following the date of the Change of Control. 
If you do not become Permitted Retirement eligible during the four year
vesting schedule as set forth above, the Maturity Date with respect to any
Restricted Stock Unit that vests on any Change of Control shall be the date of
the Change of Control.


 


The Restricted Stock Units or any interest or right therein or part
thereof shall not be subject to disposition by transfer, alienation,
anticipation, pledge, hypothecation, encumbrance, assignment or any other
means, whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided the Restricted Stock Units may be
transferable by will or the laws of descent and distribution.


 


The Stock subject to the Restricted Stock Units will be delivered upon
the Maturity Date in settlement of the Restricted Stock Units.  Until Stock is issued in settlement of the
Restricted Stock Units, you will not be deemed for any purpose to be, or have
rights as, a Company shareholder or receive Dividend Equivalents with respect
to shares of Stock by virtue of this Award. 
You are not entitled to vote any shares of Stock by virtue of this
Award.


 


If you engage in any “Prohibited Activity,” any unvested Restricted
Stock Units will be forfeited.  In
addition, if you engage in any Prohibited Activity within 24 months of the day
on which you received Stock in settlement of any Restricted Stock Units awarded
pursuant to this Agreement, you must pay to the Company an amount equal to your
“RSU Gain.”  Your “RSU Gain” is equal to
the sum of (a) the gross sales proceeds of any such Stock that was
previously sold plus (b) the closing market price per share of the Stock
on the date it was distributed to you for any share of Stock which has not been
sold.


 


For purposes of this Agreement, the term
“Prohibited Activity” shall mean and include each of the following:


 


·                  The violation of
any provision included in any agreement entered into between you and the
Company pursuant to which you agree to refrain from soliciting any customers of
the Company or any entities engaged in the commercial vehicle component
industry with which the Company has contracts at the time.


 


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·                  The violation of
any provision included in any agreement entered into between you and the
Company pursuant to which you agree to refrain from soliciting or attempting to
solicit away from the Company any officer, employee or agent of the Company.


 


·                  The violation of
any confidentiality, proprietary information, or non-disclosure provisions
included in any agreement entered into between you and the Company.


 


·                  The violation of
any agreement entered into between you and the Company pursuant to which you
agree not to compete in any way with the Company.


 


·                  The violation of
any provision included in any agreement entered into between you and the
Company pursuant to which you agree to assign to the Company all rights to any
copyrightable or patentable work you invent, improve or otherwise work on using
the Company’s resources during your employment with the Company.


 


·                  If you are a
party to any severance, retention or change in control agreement or program,
and you engage in any activity which would constitute a violation of any
non-competition, non-solicitation, confidentiality, proprietary information, or
non-disclosure provision included in said agreement or program, you will be
deemed to have engaged in a Prohibited Activity even if a change in control (as
defined in said agreement or program) has not occurred.


 


The Company has the authority to deduct or withhold, or require you to
remit to the Company, an amount sufficient to satisfy applicable federal,
state, local and foreign taxes (including FICA obligations as the Restricted
Stock Unit vests, rather than as paid if you become Permitted Retirement
eligible during the four year vesting schedule as set forth above) required by
law to be withheld with respect to any taxable event arising from the vesting
or receipt of the Stock upon settlement of the Restricted Stock Unit
Award.  Except if you become Permitted
Retirement eligible during the four year vesting schedule as set forth above,
you may satisfy your tax obligation, in whole or in part, by either: (i) electing
to have the Company withhold Stock otherwise to be delivered with a Fair Market
Value equal to the minimum amount of the tax withholding obligation; or (ii) surrendering
to the Company previously owned Stock with a Fair Market Value equal to the
minimum amount of the tax withholding obligation, (iii) withholding from
other compensation or (iv) paying the amount of the tax withholding
obligation directly to the Company in cash provided, however, that if the tax
obligation arises during a period in which you are prohibited from trading
under any policy of the Company or by reason of the Exchange Act, then the tax
withholding obligation shall automatically be satisfied in accordance with
subsection (i) of this paragraph.


 


If the Company reasonably anticipates that the value of any Stock to be
delivered to you pursuant to this Agreement, when combined with all other
payments received during the year that are subject to the limitations on
deductibility under Section 162(m) of the Code, will exceed the
limitations on deductibility set forth in Section 162(m), the delivery of
all or a portion of such Stock shall automatically be deferred to the next
succeeding calendar year in which the Company reasonably anticipates the
deduction of the payment amount will not be limited or eliminated by the
application of  Section 162(m), but
only to the extent necessary to avoid exceeding the limitations of Section 162(m).  Such deferred Stock shall be delivered no
later than the 60th day after the end of such calendar year, provided that such
delivery, when combined with any other payment subject to the Section 162(m) limitations
received during the year, does not exceed the limitations on deductibility
under Section 162(m) of the Code. 
The deferrals shall continue until the full amounts may be paid without
violating the provisions of Section 162(m).


 


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Section 409A of the Code imposes a number of requirements on
“non-qualified deferred compensation plans and arrangements.”  Based on regulations proposed by the Internal
Revenue Service, the Company has concluded that this award of Restricted Stock
Units is subject to Section 409A.


 


The Company has two different strategies for complying with Section 409A
depending on whether you become Permitted Retirement eligible during the four
year vesting schedule as set forth above as follows:  (i) if you do not become Permitted
Retirement eligible during the four year vesting schedule as set forth above,
since Stock will be issued in settlement of Restricted Stock Units as soon as
the Restricted Stock Units vest, the award of the Restricted Stock Units
qualifies for the short-term deferral exception to Section 409A; or (ii) if
you do become Permitted Retirement eligible during the four year vesting
schedule as set forth above, the Company intends to comply with Section 409A
by assuring that all shares of Stock to which you become entitled under this
Agreement are payable at a specified time or pursuant to a fixed schedule
within the meaning of Treas. Reg. § 1-409A-3(a)(4) and, as a result, no
payment or transfer shall be made to you prior to the applicable Maturity Date.


 


Under no circumstances may the time or schedule of receipt of Stock in
settlement for Restricted Stock Units be accelerated or subject to a further
deferral except as otherwise permitted or required pursuant to regulations and
other guidance issued pursuant to Section 409A.  You do not have any right to make any
election regarding the time or form of any payment.  This Agreement and the Plan shall be operated
in compliance with Section 409A and each provision of this Agreement and
the Plan shall be interpreted, to the extent possible, to comply with Section 409A.


 


Nothing in the Plan or this Agreement shall be interpreted to interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate your employment or services at any time.  In addition, nothing in the Plan or this
Agreement shall be interpreted to confer upon you the right to continue in the
employ or service of the Company or any Subsidiary.


This Restricted Stock Unit Award is granted under and governed by the
terms and conditions of the Plan.  You
acknowledge and agree that the Plan is discretionary in nature and may be
amended, cancelled, or terminated by the Company, in its sole discretion, at
any time.  The grant of a Restricted
Stock Unit Award under the Plan is a one-time benefit and does not create any
contractual or other right to receive an award of Restricted Stock Units or
benefits in lieu of Restricted Stock Units in the future.  Future awards of Restricted Stock Units, if
any, will be at the sole discretion of the Company, including, but not limited
to, the timing of the award, the number of Units and vesting provisions.  The Plan has been introduced voluntarily by
the Company and in accordance with the provisions of the Plan may be terminated
by the Company at any time.  By execution
of this Agreement, you consent to the provisions of the Plan and this
Agreement.  Capitalized terms used herein
shall have the meaning set forth in the Plan, unless otherwise defined herein.


 


 




	
  COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCURIDE
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  






 


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