Exhibit 10.3
EXECUTION COPY
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this "Agreement"), dated as of February 4, 2009 (the
"Effective Date"), is entered into by and between Accuride Corporation, a
Delaware corporation (the "Company") and Sun Capital Partners Management V, LLC,
a Delaware limited liability company (the "Consultant").
The Company and
Consultant are referred to herein as the "Parties".
W I T N E S S E T H:
WHEREAS, the Company desires to receive consulting services from the Consultant
and to obtain the benefit of the experience of the Consultant in business and
financial management;
WHEREAS, the Consultant desires to provide consulting services to the Company
pursuant to the terms of this Agreement; and
WHEREAS, the compensation arrangements set forth in this Agreement are designed
to compensate the Consultant for providing such financial and management
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth,
the Company and the Consultant hereby agree as follows:
1.
Agreement; Term.
(A)
THE COMPANY AND ITS DIRECT AND INDIRECT
SUBSIDIARIES (THE "SUBSIDIARIES") HAVE REQUESTED THAT THE CONSULTANT PERFORM
CERTAIN CONSULTING SERVICES FOR THE COMPANY AND/OR THE SUBSIDIARIES, INCLUDING
THOSE DESCRIBED IN SCHEDULE 1(A) ATTACHED HERETO (ANY SERVICES THAT THE
CONSULTANT SHALL PROVIDE FROM TIME TO TIME, WHETHER OR NOT ON SCHEDULE 1(A), THE
"SERVICES").
TO THE EXTENT THE CONSULTANT PERFORMS THE SERVICES, UNLESS
OTHERWISE SPECIFIED IN WRITING, THE TERMS AND CONDITIONS BY WHICH THE CONSULTANT
WILL PROVIDE THE SERVICES ARE SPECIFIED HEREIN.
THE PARTIES AGREE AND
ACKNOWLEDGE THAT THE CONSULTANT SHALL HAVE NO OBLIGATION TO PERFORM ANY SERVICES
EXCEPT AS AGREED TO BY THE CONSULTANT FROM TIME TO TIME.
(B)
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
THE CONSULTANT SHALL DEVOTE ONLY SO MUCH TIME, AND SHALL CONSULT WITH AND ADVISE
THE OFFICERS AND DIRECTORS OF THE COMPANY AND/OR ANY SUBSIDIARY ONLY TO SUCH
EXTENT AND AT SUCH TIMES AND PLACES AS MAY BE MUTUALLY AGREED BY THE COMPANY
AND/OR SUCH SUBSIDIARY AND THE CONSULTANT.
THE CONSULTANT SHALL BE FREE TO
PROVIDE SERVICES SIMILAR TO THE SERVICES TO SUCH OTHER BUSINESS ENTERPRISES OR
ACTIVITIES AS THE CONSULTANT MAY DEEM FIT WITHOUT ANY LIMITATION OR RESTRICTION
WHATSOEVER.
(C)
THE TERM OF THIS AGREEMENT SHALL COMMENCE
AS OF THE EFFECTIVE DATE AND SHALL TERMINATE ON THE FIFTH (5TH) ANNIVERSARY OF
THE EFFECTIVE DATE, AND SHALL BE EXTENDED AUTOMATICALLY THEREAFTER ON A
YEAR-TO-YEAR BASIS; PROVIDED, THAT EITHER OF THE PARTIES MAY (IN SUCH PARTY'S
SOLE DISCRETION) ELECT IN WRITING TO TERMINATE THIS AGREEMENT AT ANYTIME.
NOTWITHSTANDING ANY OTHER PROVISIONS HEREOF, (A) THE COMPANY'S OBLIGATION TO PAY
AMOUNTS DUE WITH RESPECT TO PERIODS PRIOR TO THE TERMINATION HEREOF AND (B) THE
PROVISIONS OF SECTIONS 3 THROUGH 21 HEREOF, IN EACH CASE SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT.
1
2.
Compensation and Expenses.
(A)
EXCEPT AS CONTEMPLATED HEREBY OR AS
APPROVED BY A MAJORITY OF THE COMPANY'S UNAFFILIATED DIRECTORS (AS DEFINED
BELOW), THE COMPANY SHALL HAVE NO OBLIGATION TO PAY THE CONSULTANT AND/OR ANY OF
ITS AFFILIATES (EACH, A "CONSULTANT AFFILIATE")