Exhibit 10.11
[Accuride, Inc.
Letterhead]
May , 2009
[Insert Name and Address of Employee]
Dear
:
As you are aware Accuride
Corporation (“Accuride”) like the rest of the
commercial vehicle industry is facing challenging times. We
believe that your continued efforts are important to
Accuride’s success. Therefore, to incentivize you to
remain committed to the success of Accuride, we are offering a
retention bonus which is outlined below. We are happy to
discuss any questions you may have regarding this bonus; however,
we do ask that you please keep the contents of this letter
confidential.
Retention Bonus
Subject to your execution of the
Agreement Regarding Confidential Information and Noncompetition
attached hereto as Exhibit A (the “Noncompete
Agreement”), you will be eligible to receive a Retention
Bonus from us equal to your annual salary of
$ , (the
“Retention Bonus”) provided that you are actively
employed on a full-time basis by Accuride or any of its
subsidiaries on May , 2010 (the
“Payment Date”), or if Accuride terminates your
employment other than for “Cause” as defined below
prior to the Payment Date. Payments under this agreement will
not offset any severance under Sections 2(b) or 3(b) or
any other section of the Severance and Retention Agreement, dated
December , 2008, and the
Severance and Retention Agreement is specifically amended by this
reference to exclude payments under this agreement from such
offset.
For purposes of this agreement,
“Cause” means termination of employment due to:
(a) your continued willful failure, neglect or refusal to
perform your duties to Accuride or any of its subsidiaries at which
you are employed, which continues beyond ten days after a written
demand for substantial performance is delivered to you by Accuride;
(b) conduct by you involving (i) dishonesty, fraud, or
breach of trust in connection with your employment or
(ii) conduct which would be a reasonable basis for an
indictment for a felony or for a misdemeanor involving moral
turpitude; (c) your willful and continued failure or refusal
to follow material directions of your supervisor or any other act
of insubordination by you; or (d) willful malfeasance or
willful misconduct by you which is injurious to Accuride and its
subsidiaries, monetarily or otherwise.
You will not receive a Retention
Bonus if you voluntarily leave Accuride, or are terminated for
Cause prior to the Payment Date.
Accuride will pay the Retention
Bonus on the earlier of the Payment Date or within 7 days of your
termination, if such termination is by Accuride other than for
Cause.
If prior to
November , 2010 you violate the
Noncompete Agreement, or are terminated for Cause, then you agree
to repay the Retention Bonus to Accuride and consent to Accuride
(or your employer) offsetting any amounts that it may owe you by
the amount of the Retention Bonus, including any severance,
vacation pay or payments due upon termination of
employment.
Nothing contained in this letter
agreement conveys upon you the right to continue to be employed by
Accuride or any successor thereto, constitutes a contract or
agreement of employment or restricts Accuride’s or any
successor’s right to terminate you at any time, with or
without Cause.
All amounts payable will be less any
legally required or voluntarily elected withholdings.
The laws of the State of Indiana
will govern the terms of this letter agreement. You agree and
consent that any dispute pertaining to this letter agreement shall
be decided by binding arbitration before a single independent
arbitrator selected by the Company. The arbitration hearing
shall occur at a time and place convenient to the parties in
Evansville, Indiana, within 30 days of selection or appointment of
the arbitrator. The arbitration shall be governed by the
National Rules for the Resolution of Employment Disputes of
the American Arbitration Association (“AAA”) in effect
on the date of the first notice of demand for arbitration.
The arbitrator shall issue written findings of fact and conclusions
of law, and an award, within 15 days of the date of the hearing
unless the parties otherwise agree. Damages shall be limited
to contractual damages. The arbitrator may award
attorney’s fees to the prevailing party and assess costs
against the non-prevailing party. Issues of procedure,
arbitrability, or confirmation of award shall be governed by the
Federal Arbitration Act, 9 U.S.C. §§ 1-16,
except that Court review of the arbitrator’s award shall be
that of an appellate court reviewing a decision of a trial judge
sitting without a jury.
We are counting on your continued
support. Please indicate your acceptance of the terms and
covenants set forth in this letter agreement by signing and dating
it below and returning it to me, along with a signed and dated
Noncompete Agreement.
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Very truly yours,
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Agreed and Accepted.
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[Name]
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Date
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2
Exhibit A
AGREEMENT
REGARDING
CONFIDENTIAL INFORMATION
AND
NONCOMPETITION
This Agreement Regarding
Confidential Information and Noncompetition
(“Agreement”) is made by and among Accuride Corporation
(the “Company” and together with its subsidiaries and
affiliates the “Companies”) and
[ ] (the
“Employee”).
WHEREAS, the Company has proprietary
and confidential information which it wishes to safeguard and keep
confidential;
WHEREAS, Employee has access to such
proprietary and confidential information, the disclosure of which
would be harmful to the Company’s business;
WHEREAS, the Company and Employee
have entered into a letter agreement dated
May , 2009 pursuant to which the
Company has agreed to pay Employee a retention bonus subject to
certain terms and conditions set forth therein.
NOW, THEREFORE, in consideration of
the Company’s promises as set forth in the Retention Bonus
Agreement, and Employee’s continued employment with the
Company and such other opportunities as may be made available to
Employee by the Company, and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Companies and
Employee (collectively, the Parties”) hereby agree as
follows:
1
Exposure to Proprietary
Information .
(a)
As used in this Agreement,
“Proprietary Information” means all information of a
business or technical nature that relates to the Companies
including, without limitation, all information about its
businesses, clients, potential clients, marketing plans,
advertising, contracts, potential contracts, strategies, forecasts,
pricing, methods, practices, tec
