Exhibit 10.43


 


ACCURIDE
CORPORATION


 


DIRECTORS’
DEFERRED COMPENSATION PLAN


 


(As
Amended and Restated Effective January 1, 2009)


 

















 


ACCURIDE
CORPORATION


 


DIRECTORS’
DEFERRED COMPENSATION PLAN


 


(As
Amended and Restated Effective January 1, 2009)


 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  ELECTION TO
  DEFER

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  DEFERRED
  COMPENSATION ACCOUNTS

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  PAYMENT OF
  DEFERRED COMPENSATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  ADMINISTRATION;
  AMENDMENT

  	
  6

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
   

  



 

















 


ACCURIDE
CORPORATION


DIRECTORS’
DEFERRED COMPENSATION PLAN


 


(As
Amended and Restated Effective January 1, 2009)


 


The Accuride Corporation
Directors’ Deferred Compensation Plan (as it may be amended from time to time,
the “Plan”) was adopted by Accuride Corporation, a corporation organized
under the laws of the state of Delaware (the “Company”), effective as of
May 19, 2006, for the benefit of its eligible non-employee directors.   The Plan was subsequently amended and
restated effective January 1, 2008. 
The Plan is hereby amended and restated in the form of this document
effective January 1, 2009.


 


ARTICLE I.


DEFINITIONS


 


Section 1.1             “Accounts” shall mean the
Director’s Cash Account and Stock Account, if any.


 


Section 1.2             “Board” shall mean the Board
of Directors of the Company.


 


Section 1.3             “Book Value” shall mean book
value per share based on generally accepted accounting principles consistently
applied, and excluding, in the Board of Directors’ discretion, any
extraordinary or unusual charges or credits such as one time write-offs of
goodwill or similar events.


 


Section 1.4             “Cash Account” means the
account created by the Company pursuant to Article III of this Plan in
accordance with an election by a Director to receive deferred cash compensation
under Article II hereof.


 


Section 1.5             “Cash Fees” shall mean Fees
payable in cash.


 


Section 1.6             “Change in Control”
means  the occurrence of a “change in the
ownership,” a “change in the effective control” or a “change in the ownership
of a substantial portion of the assets” of a corporation, as determined in
accordance with this Section 1.6. 
In determining whether an event shall be considered a “change in the
ownership,” a “change in the effective control” or a “change in the ownership
of a substantial portion of the assets” of a corporation, the following
provisions shall apply:


 


(a)           A “change
in the ownership” of the Company shall occur on the date on which any one
person, or more than one person acting as a group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (a “Person”)),
acquires ownership of stock of the Company that, together with stock held by
such Person, constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company, as determined in accordance with
Treas. Reg. §1.409A-3(i)(5)(v).  If a
Person is considered either to own more than 50% of the total fair market value
or total voting power of the stock of the Company, or to have effective control
of the Company within the meaning of Section 1.6(b) and such Person
acquires 


 


1

















 


additional
stock of the Company, the acquisition of additional stock by such Person shall
not be considered to cause a “change in the ownership” of the Company.


 


(b)          A “change
in the effective control” of the Company shall occur on either of the following
dates:


 


(i)            The
date on which any Person, acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such Person) ownership of
stock of the Company possessing 30% or more of the total voting power of the
Company’s equity securities, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi).  If a Person is
considered to possess 30% or more of the total voting power of the Company’s
equity securities, and such Person acquires additional stock of the Company,
the acquisition of additional stock by such Person shall not be considered to
cause a “change in the effective control” of the Company; or


 


(ii)           The
date on which a majority of the members of the Board is replaced during any
12-month period by directors whose appointment or election is not endorsed by a
majority of the members of the Board before the date of the appointment or
election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).


 


(c)           A “change
in the ownership of a substantial portion of the assets” of the Company shall
occur on the date on which any one Person acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
Person) assets from the Company that have a total gross fair market value equal
to or more than 40% of the total gross fair market value of all of the assets
of the Company immediately before such acquisition or acquisitions, as
determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as
a “change in the ownership of a substantial portion of the assets” when such
transfer is made to an entity that is controlled by the shareholders of the
Company, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).


 


(d)          Notwithstanding
the foregoing, the following acquisitions shall not constitute a Change in
Control: (i) an acquisition by the Company, or (ii) an acquisition by
an employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company.


 


Section 1.7             “Common
Stock” shall mean the common stock of the Company, par value $0.01 per
share.


 


Section 1.8             “Company”
means Accuride Corporation, a Delaware corporation.


 


Section 1.9             “DCUs” means deferred
compensation units which have the value equal to shares of Common Stock, one
DCU being equal to one share of Common Stock.


 


Section 1.10           “Director” shall mean a member
of the Board who is not an employee of the Company or any of its subsidiaries.


 


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Section 1.11           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


Section 1.12           “Fees” shall mean all amounts
payable to a Director for serving as a member of the Board, including without
limitation any (a) annual or other periodic retainer payments; (b) fees
payable for meeting attendance; (c) fees payable for committee membership;
and (d) fees payable for Board or committee chairmanship.


 


Section 1.13           “Incentive
Plan” shall mean the Accuride Corporation 2005 Incentive Award Plan, as
amended from time to time and any successor plan thereto.


 


Section 1.14           “Plan”
shall have the meaning set forth in the recitals hereto.


 


Section 1.15           “Separation
from Service” shall mean with respect to a non-employee member of
the Board, that he or she has ceased to be a member of the Board, as construed
consistent with the principles set forth in Treas. Reg. §1.409A-1(h).


 


Section 1.16           “Stock
Account” shall mean the account created by the Company pursuant to Article III
of this Plan in accordance with an election by a Director to receive
stock-based compensation under Article II hereof.


 


Section 1.17           “Stock
Fees” shall mean Fees that are payable in Common Stock or Common Stock
equivalents.


 


Section 1.18           “Stock
Value” shall mean, per share, for any given day, (i) if the Common
Stock of the Company is not publicly traded, the Book Value of the Company’s
Common Stock on such day, and (ii) if the Common Stock of the Company is
publicly traded, the closing price of the Company’s Common Stock as reported on
the exchange upon which such Common Stock is listed on such day or, if the
closing price is not available for the Common Stock on a date in question, then
the next preceding practicable date for which such closing price is available.


 


Section 1.19           “Year”
shall mean calendar year.


 


ARTICLE II.

ELECTION TO DEFER


 


Section 2.1             A
Director may elect, on or before December 31 of any Year, to defer payment
of all or a specified part of the Fees earned during the Year following such
election and in any succeeding Years (until the Director ceases to be a
Director); provided, however, that with respect to Year 2006, a Director may
elect, within thirty days after the effective date of this Plan, to defer all
or a specified part of all Fees payable for services performed after the
election.  Any person who shall become a
Director during any Year, and who was not a Director of the Company on the
preceding December 31, may elect, no later than thirty days after the
Director’s term begins, to defer payment of all or a specified part of such
Fees payable for services performed subsequent to the election.  Any Fees deferred pursuant to this Paragraph
shall be paid to the Director at the time(s) and in the manner specified
in Article IV hereof, as designated by the Director.


 


3

















 


Section 2.2             The
election to participate in the Plan and manner of payment shall be designated
by submitting a deferral election form in substantially the form attached
hereto as Exhibit A to the Chief Financial Officer of the
Company.  Any subsequent changes to the
Director’s election as to the time and manner of payment shall be made in
accordance with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


Section 2.3             The
election shall continue from Year to Year unless the Director amends or
terminates it by written request delivered to the Secretary of the Company
prior to the commencement of the Year for which the amendment or termination is
first effective.


 


ARTICLE III.

DEFERRED COMPENSATION ACCOUNTS


 


Section 3.1             The Company shall maintain separate
bookkeeping accounts for the Fees deferred by each Director.


 


Section 3.2             The Company shall credit, on the
date Cash Fees would otherwise become payable, to the Cash Account of each
Director the deferred portion of any Fees due the Director as to which an
election to defer such Fees into the Cash Account has been made.  On the first day of each quarter, the Company
shall credit the Cash Account of each Director with interest calculated on the
basis of the balance in such account on the first day of each month of the
preceding quarter at a rate equal to four percent (4%) per annum.


 


Section 3.3


 


(a)           The
Company shall credit, on the date Stock Fees would otherwise become payable,
the Stock Account of each Director with DCUs equal to:


 


(i)            That
number of shares of Common Stock equal to the shares of Common Stock or Common
Stock equivalents payable as Stock Fees otherwise deferred by the Director
under this Plan; and


 


(ii)           as
an election to defer Cash Fees into the Stock Account has been made, the amount
of such Cash Fees divided by the Stock Value on the date such Cash Fees would
otherwise have been paid.


 


(b)          On the date
that any dividends are paid with respect to Common Stock, the Company shall
credit each Director with the number of DCUs equal to the cash dividends
payable on the number of DCUs held in such Director’s Stock Account divided by
the Stock Value on the dividend payment date.


 


(c)           If
adjustments are made to the outstanding shares of Common Stock as a result of
split-ups, recapitalizations, mergers, consolidations and the like, an appropriate
adjustment also will be made in the number of DCUs credited to the Director’s
Stock Account.


 


4

















 


Section 3.4             Fees
deferred in the form of cash (and the interest payable thereon) shall be held
in the general assets of the Company and no separate fund or trust shall be
created or moneys set aside on account of the Cash Account.  Further, the Company shall not be required to
acquire, reserve, segregate, or otherwise set aside shares of its Common Stock for
the payment of its obligations, if any, with respect to the Stock Account, but
shall make available as and when required a sufficient number of shares of its
Common Stock to meet the needs of the Plan.


 


Section 3.5             Nothing
contained herein shall be deemed to create a trust of any kind or any fiduciary
relationship.  To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of any unsecured general creditor
of the Company.


 


Section 3.6             Amounts
that a Director has elected to defer to his Cash Account shall not be
transferred to his Stock Account, or vice versa.


 


ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION


 


Section 4.1             Subject
to Section 4.4, amounts contained in a Director’s Accounts shall be
distributed as the Director’s election (made pursuant to Section 2.2)
shall provide.  In the absence of a
Director’s election with respect to form of distribution, the amounts contained
in the Director’s Accounts shall be distributed as a lump sum payment.  In the absence of a Director’s election with
respect to the commencement date for distribution, the amounts in the Director’s
Accounts shall be distributed as of the first January 1 to occur following
the date of Separation from Service with the Company for any reason.  Distributions from the Plan shall be made as
follows:


 


(a)           The Cash Account and any Cash
Fees credited to a Director’s Stock Account shall be paid in cash.  Amounts credited to a Director’s Stock
Account shall be based on the Stock Value of the DCUs held in the Stock Account
on the earlier of: (i) the date of payment; or (ii) the date of the
Director’s Separation from Service with the Company.


 


(b)           Stock Fees credited to a
Director’s Stock Account shall be paid in the form of Common Stock under the
Incentive Award Plan.


 


(c)           Installment payments shall be
treated as a single payment for purposes of Section 409A of the Code.


 


Section 4.2             Each
Director shall have the right to designate a beneficiary who is to succeed to
his or her right to receive payments hereunder in the event of death.  Any designated beneficiary shall receive
payments in the same manner as the Director if he or she had lived.  In case of a failure of designation or the
death of a designated beneficiary without a designated successor, the balance
of the amounts contained in the Director’s Accounts shall be paid, in
accordance with Section 4.1, to the Director’s or former Director’s estate
in full on the first day of the Year following the Year in which he or she
dies.  No designation of beneficiary 


 


5

















 


or change in beneficiary shall be valid unless it is in writing, signed
by the Director and filed with the Secretary of the Company.


 


Section 4.3             Notwithstanding any election to the
contrary, payment of a Director’s Accounts on account of a Separation from
Service shall commence no earlier than the first day of the seventh month
following the Separation from Service date for any Director who is a “specified
employee” under Section 409A of the Code as of the Separation from Service
date.


 


Section 4.4             Notwithstanding
any other provisions of the Plan to the contrary, if a Change of Control occurs
prior to the complete distribution of a Director’s Accounts, then any portion
of such Accounts that has not theretofore been distributed shall be distributed
to the Director (or, as applicable, his beneficiary) within 30 days after the
Change in Control.


 


ARTICLE V.

ADMINISTRATION; AMENDMENT


 


Section 5.1             The
Plan shall be administered by the Board. 
The Board may delegate certain administrative authority to a committee
or subcommittee of the Board or to one or more employees of the Company, but
shall retain the ultimate responsibility for the interpretation of, and amendments
to, the Plan.  Members of the Board shall
not be liable for any of their actions or determinations made in good faith
with respect to the administration of the Plan. 
Except to the extent superseded by the laws of the United States, the
laws of the State of Delaware, without regard to its conflict of laws
principles, shall govern in all matters relating to the Plan.  All expenses related to plan administration
shall be paid by the Company.  All
decisions made by the Board with respect to issues hereunder shall be final and
binding on all parties.


 


Section 5.2             In
the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation, spin-off, recapitalization or any other
corporate event affecting the Common Stock or the share price of the Common
Stock, the Board may, in its sole discretion, make such equitable adjustments,
if any, with respect to the DCUs credited to the Directors’ Stock Accounts
(including, without limitation, adjusting the number of DCUs credited thereto
and/or the kind of securities thereby), as the Board may deem necessary or
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under this Plan and to reflect such
changes.


 


Section 5.3             Except
to the extent required by law, the right of any Director or any beneficiary to
any benefit or to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Director or
beneficiary, and any such benefit or payment shall not be subject to
alienation, sale, transfer, assignment or encumbrance.


 


Section 5.4             The
Plan may be amended, suspended or terminated in whole or in part from time to
time by the Board except that no amendment, suspension, or termination shall
apply to the payment to any Director or beneficiary of a deceased Director of
any amounts previously credited to a Director’s Accounts.


 


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*  *  * 
*  *


 


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 December 29,
2008.


 


 




	
   

  	
   

  	
      /s/
  David K. Armstrong

  
	
   

  	
   

  	
  Corporate Secretary

  






 


7
















 


Exhibit A


 


Accuride
Corporation


Directors’
Deferred Compensation Plan


DEFERRAL
ELECTION FORM


 


SEND
COMPLETED FORM TO: David K. Armstrong, Chief Financial
Officer, Accuride Corporation, 7140 Office Circle, Evansville, IN  47715, (812) 962-5000.


 


	
  o  Initial Enrollment (complete Sections 1, 3,
  4 & 5)

  	
   

  	
  o  Change Deferral Rate (complete Sections
  2 &5)

  
	
   

  	
   

  	
   

  
	
  o  Change Beneficiary (complete Sections
  4 & 5)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social Security Number

  	
   

  	
  Last Name

  	
   

  	
  First Name

  	
   

  	
  MI

  
	
   

  
	
  Mailing Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Daytime
  Telephone  

  
																	



 


SECTION 1 - DEFERRAL
ELECTION


 


Pursuant to the Accuride Corporation Directors’
Deferred Compensation Plan (as it may be amended from time to time, the “Plan”),
I hereby elect:


 


A. Cash Fees:


 


To defer receipt of all or a portion of the Cash Fees
(as defined in the Plan) that would otherwise become payable to me after January 1,
2009 and for succeeding calendar years commencing January 1, 2010 in
accordance with the percentages indicated below:


 


              % of the aggregate Cash Fees shall
be credited to my Cash Account as defined in the Plan;


 


              % of the aggregate Cash Fees shall
be credited to my Stock Account as defined in the Plan;


 


              % of the aggregate Cash Fees shall
not be deferred, but shall be paid to me directly as they accrue.


 


B. Stock Fees:


 


To defer receipt of all
or a portion of the Stock Fees (as defined in the Plan) that would otherwise
become payable to me after January 1, 2009 and for succeeding calendar
years commencing January 1, 2010 in accordance with the percentages
indicated below


 


              % of the aggregate Stock Fees shall
be credited to my Stock Account as defined in the Plan;


 


              % of the aggregate Cash Fees shall
not be deferred, but shall be paid to me directly as they vest and are payable.


 


I understand that, once effective, such election will
remain in effect until modified or revoked in writing by me in accordance with
the Plan and that any modification or revocation will be effective only with
respect to the portion of my Fees earned in the calendar year after such
modification or revocation.  I further
understand that if I have elected Fee deferrals to be credited to my Stock
Account under the Plan, then such deferrals will be made in the form of
Deferred Compensation Units, and also that my rights to my Cash and Stock
Accounts are unfunded and unsecured and are no greater than the rights of an
unsecured general creditor of the Company.


 

















 


SECTION 2 - DEFERRAL RATE
CHANGE


 


A. Cash Fees


 


I elect to change my
deferral rate to                 
% of the aggregate Cash Fees to be credited to my Cash Account,                 
% of the aggregate Cash Fees to be credited to my Stock Account, and                 
% of the aggregate Cash Fees to be not deferred, but paid to me directly as
they accrue.


 


B.  Stock Fees


 


I elect to change my
deferral rate to                 
% of the aggregate Stock Fees to be credited to my Stock Account, and                 
% of the aggregate Stock Fees to be not deferred, but paid to me directly as
they vest and become payable.


 


I understand that this
election will take effect as of the first day of the calendar year immediately
following the date of this election.  I
further understand that once effective, this election will remain in effect
until modified or revoked in writing by me and that such modification or
revocation will be effective only for calendar years following the year in
which such modification or revocation is made.


 


SECTION 3
– ACCOUNT DISTRIBUTION


 


A.            Commencement of Distribution


 


Except as otherwise set
forth in Section 3C, below, I elect to commence receiving distributions
from my Accounts in accordance with the following election (check one):


 


o            As of the first January 1 to occur
following the date I separate from service with the Company for any reason; or


 


o            As of the earlier of (1) January 1
of the                     
(insert number) calendar year after the deferral is made (not less than 3 nor
more than 10) or (2) the first January 1 to occur following the date
I separate from service with the Company for any reason.


 


I understand that the date of my distribution may be
delayed for compliance with Federal tax requirements, if applicable.  I further understand that any Deferred
Compensation Units in my Stock Account will be valued for distribution on the
earlier of: (i) the payment date; or (ii) the date of my Separation
from Service with the Company.


 


B.            Form of Distribution


 


Except as otherwise set
forth in Section 3C, below, I elect to receive distributions from my Accounts
in accordance with the following election (check one):


 


o  In one
lump sum; or


 


o  In               
(insert number) equal annual installments (not less than 2 nor more than 10).


 


I understand that the
first distribution from my Accounts shall be payable as of the date I selected
in Section 3A, above, and that if I elect annual installment payments I
will receive an installment as of each January 1 immediately following the
first distribution until my Accounts have been distributed in full, subject to
any applicable Federal tax requirements. 
Payments will be made on a pro rata basis from my Accounts.


 


C.            Change in Control


 


I understand that,
notwithstanding any other provision of this Deferral Election Form to the
contrary, my Accounts shall automatically be fully distributed to me in one
lump sum within 30 days after the occurrence of a Change in Control (as defined
in the Plan).


 

















 


SECTION 4 - BENEFICIARY
DESIGNATION


 


If you die before you
receive full payment of your Accounts, the amount remaining in your Accounts
will be paid in a lump sum to your Beneficiary designated in this Section 4:


 


	
  Social Security Number

  	
   

  	
  Last Name

  	
   

  	
  First Name

  	
   

  	
  MI

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Mailing Address

  	
   

  	
  City

  	
  State

  	
   

  	
  Zip Code

  	
   

  	
  Telephone  

  
												



 


SECTION 5
- AUTHORIZATION


 


I agree that my
successors in interest and my assigns and all persons claiming under me shall,
to the extent consistent with applicable law, be bound by the statements
contained herein and by the provisions of the Plan as they now exist and as
they may be amended from time to time.


 


I have read and
understand this form and hereby authorize the Administrator to take all actions
indicated on this form.


 


 


	
  Director’s Signature

  	
   

  	
  Date

  



 


This section for Company
use only.


 


	
  Date approved:

  	
   

  	
   

  	
  By: