Exhibit 10.40


 


FIRST AMENDMENT TO THE


ACCURIDE CORPORATION RESTRICTED STOCK UNIT AWARD


AGREEMENT FOR THE ACCURIDE CORPORATION


2005 INCENTIVE AWARD PLAN


 


Accuride Corporation (the “Employer”)
and [Participant] previously entered into
the Accuride Corporation Restricted Stock Unit Award Agreement with a Grant
Date of [enter date] (the “Agreement”) granted
pursuant to the Accuride Corporation 2005 Incentive Award Plan (the “Plan”).


 


Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”) applies to the Agreement
and the Award granted under the Agreement. 
By this instrument, because the Participant became eligible to terminate
employment on account of a Permitted Retirement during the four year vesting schedule
set forth in the Agreement, the Company desires to amend the Agreement to
comply with the final regulations issued under Section 409A of the Code
and to satisfy the documentation requirements of Section 409A of the Code,
which are effective as of January 1, 2009.


 


1.            This First Amendment
shall be effective as of January 1, 2009.


 


2.            This First Amendment
amends only the provisions of the Agreement as set forth herein, and those
provisions not expressly amended by this First Amendment shall continue in full
force and effect.  Notwithstanding the
foregoing, this First Amendment shall supersede the provisions of the Agreement
to the extent those provisions are inconsistent with the provisions and the
intent of this First Amendment.


 


3.            Paragraph 4 of the
Agreement is hereby amended and restated in its entirety to provide as follows:


 

















 


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.


 


4.            Paragraph 6 of the
Agreement is hereby amended and restated in its entirety to provide as follows:


 


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.


 


5.            Paragraph 9 of the
Agreement is hereby amended and restated in its entirety to provide as follows:


 


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 


 


2

















 


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.


 


6.            Paragraph 11 of the
Agreement is hereby amended to form two new paragraphs as follows:


 


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.


 


3

















 


IN WITNESS WHEREOF, the
Employer has caused this First Amendment to be executed by its duly authorized
representative on this           day of December, 2008.


 




	
   

  	
   

  	
  ACCURIDE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Its:

  	
   

  






 


4