Severance and Retention Agreement

Exhibit 10.1

TIER I

                         , 200  

Re:       Severance and Retention Agreement

Dear                      :

Our Board of Directors believes that it is in the best interests of Accuride Corporation (“Accuride”) and its shareholders to take appropriate steps to allay any concerns you may have about your future employment opportunities with Accuride and its “Affiliates” (as defined in Section 2(f)). Accuride and its Affiliates are collectively referred to in this Agreement as the “Company.”  As a result, the Board has decided to offer to you the special package of benefits described below.

Please bear in mind that these benefits are being offered only to a few selected employees and we accordingly ask that you refrain from discussing this special program with others. Please note that the special benefits package described below will only be effective if you sign the extra copy of this Severance and Retention Agreement (the “Agreement”) which is enclosed and return it to me on or before                          , 200  . This Agreement supersedes any other severance or change in control agreements entered into previously by you and Accuride or any Affiliate, whether written or oral (including but not limited to the Severance and Retention Agreement dated                          , 200  ).

1.                                      TERM OF AGREEMENT.

This Agreement is effective immediately and will continue in effect until December 31, 2008 (the “Initial Term”). This Agreement will be automatically renewed at the end of the Initial Term for additional terms commencing on each January 1, and ending on the next following December 31 (a “Renewal Term”), unless either party serves notice on the other of its desire not to renew this Agreement or of its desire to modify this Agreement. Such notice must comply with Section 11 and be given at least six months before the end of the Initial Term or the applicable Renewal Term. If a Change in Control occurs during the Initial Term or any Renewal Term, the scheduled expiration date of the Initial Term or Renewal Term, as the case may be, shall be extended for a term ending on the 18-month anniversary of the Change in

Control. The expiration of the term of this Agreement will not reduce or diminish any liabilities that have accrued prior to the expiration.

2.                                      BASIC SEVERANCE BENEFIT .

(a)                                   Entitlement to Basic Severance Benefit . The Basic Severance Benefit described below will be payable to you if you terminate your employment with the Company for “Good Reason” (as defined in Section 6) either prior to the commencement of the “Protection Period” (as defined in Section 2(d)) or following the close of the Protection Period. The Basic Severance Benefit also will be payable to you if prior to the commencement of the Protection Period or following the close of the Protection Period, the Company terminates your employment without “Cause” (as defined in Section 7). If your employment is terminated by the Company for Cause, by your voluntary termination without Good Reason, or by your death or “Disability” (as defined in Section 11(d)), no Basic Severance Benefit shall be payable under this Agreement either upon that termination or at any time thereafter (unless you are later reemployed and covered by a new agreement).

(b)                                  Amount of Payments . The Basic Severance Benefit will equal your annualized base salary at the rate in effect on the date of your termination of employment minus the sum of any other payments from the Company under any employment or other agreement, plan, program or policy in the nature of severance in respect of such termination, payable on or after the date of such termination.

(c)                                   Timing of Payments . Except as provided in Section 4, the Basic Severance Benefit will be paid in a single lump sum payment within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(d)                                  Protection Period. For purposes of this Agreement, the term “Protection Period” shall mean the period beginning with the date on which a Change in Control occurs and ending 18 months after the Change in Control.

(e)                                   Transfers to Affiliates . In order to receive a Basic Severance Benefit, you must terminate employment with the “Company,” which, as noted above, refers collectively to Accuride and all of its Affiliates. As a result, a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement. For purposes of determining whether a transfer gives rise to Good Reason for your termination of employment, a transfer shall be treated the same as a reassignment within Accuride.

(f)                                     “Affiliate” Defined . For purposes of this Agreement, the term “Affiliate” shall mean (i) any member of a “controlled group of corporations” (within the meaning of Section 414(b) of the Internal Revenue Code of 1986 (the “Code”) as modified by Section 415(h) of the Code) that includes Accuride as a member of the group; and (ii) any member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code as modified by Section 415(h) of the Code) that includes Accuride as a member of the group.

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3.                                      CHANGE IN CONTROL BENEFITS.

(a)                                   Entitlement to Change in Control Benefits . If your employment with the Company is terminated by the Company without Cause during the Protection Period, you will receive the “Change in Control Benefits” described in this Section 3. The Change in Control Benefits also will be payable if you terminate your employment for Good Reason during the Protection Period.

The Change in Control Benefits will not be payable if your employment is terminated for Cause, if you voluntarily terminate your employment without Good Reason, or if your employment is terminated by reason of your Disability or your death. In addition, the Change in Control Benefits will not be payable if your employment is terminated by you or the Company for any or no reason prior to or following the Protection Period.

In addition, as noted in Section 2(e), a transfer to an Affiliate will not be treated as a termination of employment for purposes of this Agreement.

(b)                                  Change in Control Severance Payment . If you are entitled to receive Change in Control Benefits, you will receive a “Change in Control Severance Payment.”  The “Change in Control Severance Payment” is a lump sum payment equal to the sum of: (i) 300% of your annualized base salary as of the date on which a Change in Control occurs, plus (ii) 300% of the applicable bonus or incentive compensation paid or payable to you pursuant to the Accuride Incentive Compensation Plan. The applicable bonus or incentive compensation amount used for purposes of clause (ii) in the preceding sentence shall be the greater of the following: (i) the incentive compensation to which you would have been entitled if the year were to end on the day on which the Change in Control occurs, based upon an annualized figure determined using performance up to that date; or (ii) the average of the actual incentive compensation paid to you through the Accuride Incentive Compensation Plan during the three years preceding the year of your termination. The Change in Control Severance Payment shall be reduced by the full amount of any payments to which you may be entitled due to your termination pursuant to any other Company severance policy, any agreement between you and the Company providing for severance, or applicable law.

Except as otherwise provided in Section 4, the Change in Control Severance Payment will be paid in one lump sum within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

(c)                                   Equity Awards . If you are entitled to receive Change in Control Benefits, you also may be entitled to receive a benefit pursuant to the Accuride Corporation 2005 Incentive Award Plan. Refer to the Accuride Corporation 2005 Incentive Award Plan for more details regarding the impact of a Change in Control on awards made pursuant to that Plan.

(d)                                  Welfare Benefits . If you are entitled to receive Change in Control Benefits, the Company shall arrange to provide you, for an 18-month period following your termination of employment, with disability, accident, dental and group health insurance benefits substantially similar to those which you were receiving immediately prior to your termination. The cost to you of a particular type of benefit ( e.g. , dental insurance) shall be not more than the

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cost to you of that particular benefit immediately prior to your termination. The Company may provide the health insurance benefit described under this Section by paying a portion of the premiums you are required to pay for continued health insurance coverage under the Company’s health insurance plan pursuant to COBRA. The amount paid by the Company will be equal to the difference between the total COBRA premium and the amount you were required to pay for health insurance immediately prior to your termination.

Your right to receive continued health insurance benefits pursuant to COBRA shall commence upon the termination of your employment and shall not be extended by your rights under this Agreement.

Your right to receive all forms of welfare benefits described under this paragraph (d) shall terminate as soon as you become eligible to receive health care benefits, without exclusion for preexisting conditions, from any other employer.

(e)                                   Outplacement Services . If you are entitled to receive Change in Control Benefits, the Company will provide you with senior executive outplacement services. The Company will select the firm to provide outplacement services. The senior executive outplacement services shall be provided at a time, and on a schedule, designated by the Company. Nevertheless, in no event will the senior outplacement services continue beyond December 31 of the second calendar year following the calendar year in which your Separation from Service occurs.

(f)                                     Financial Planning Benefits . If you are entitled to receive Change in Control Benefits, the Company also will provide you with a tax and financial planning services stipend. The stipend will be in an amount determined pursuant to Company policies and will be based on your officer classification as of the date on which the Change in Control occurs. The stipend shall be paid at the same time as, and along with, the Change in Control Severance Payment.

(g)                                  Mayo Executive Physical Program . If you are entitled to receive Change in Control Benefits, the Company will, for a period of 12 months following your termination of employment, continue to allow you to participate in the Mayo Executive Physical Program and cover all regularly authorized expenses associated therewith, including, without limitation, travel, meals, lodging and fees. In order to be reimbursed, all such expenses must be submitted promptly and no reimbursements will be made following the December 31 of the second calendar year following the calendar year in which your Separation from Service occurs.

(h)                                  Retirement and Savings Plan . If you are entitled to receive Change in Control Benefits, the Company shall make a payment to you equal to 110 % of the amount of any forfeitures that you experience as a result of your termination of employment under any of the Company’s pension or profit sharing plans. If you experience a forfeiture under the Accuride Retirement Plan, the amount of the Company’s payment shall be equal to 110% of your unvested “Cash Balance Account” (as defined in the Accuride Retirement Plan, as it may be amended from time to time). The additional 10% payment provided for in this paragraph is to compensate you for the loss of the opportunity to defer taxes through a rollover of the forfeited amounts.

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Except as otherwise provided in Section 4, the payment called for by this paragraph (h) shall be paid within 30 days following your termination of employment.

(i)                                      No Allowance in Lieu of Benefits . You may not elect to receive cash or any other allowance in lieu of any welfare benefits provided by this Section.

4.                                      COMPLIANCE WITH SECTION 409A; REQUIRED DELAY IN PAYMENTS.

(a)                                   409A Compliance Strategy . The Company intends that the Basic Severance Benefit provided pursuant to Section 2 will comply with the short-term deferral exception to the requirements of Section 409A of the Code, as described in Treas. Reg. § 1.409A-1(b)(4). The Company also intends that the Change in Control Severance Payment provided by Section 3(b), the financial planning stipend provided by Section 3(f), and the retirement and savings plan forfeiture payment provided by Section 3(h) (collectively the “Cash Change in Control Payments”) will comply with the short-term deferral exception. In order to meet the requirements of the short-term deferral exception, despite any other provision of this Agreement to the contrary, the Basic Severance Benefit and all Cash Change in Control Payments due pursuant to this Agreement shall be paid at the times stated in Section 2 or Section 3 and in no event later than March 15 of the year following the year in which your Separation from Service occurs. Payments may be delayed only in accordance with regulations issued pursuant to Section 409A. The Company intends that the Welfare Benefits provided by Section 3(d), the Outplacement Services provided by Section 3(e) and the right to continued participation in the Mayo Executive Physical Program provided by Section 3(g) will comply with the exception to Section 409A for reimbursements and certain other separation payments, as described in Treas. Reg. § 1.409A-1(b)(9)(v)(B). The Company has concluded that the gross-up payment provided under Section 10(f) and the reimbursement payments the Company has agreed to make pursuant to Section 20 may be subject to the requirements of Section 409A. To ensure that the payments under Section 10(f) and Section 20 comply with Section 409A, the payments are payable at a specified time or pursuant to a fixed schedule within the meaning of Treas. Reg. § 1.409A-3(i)(1)(iv).

(b)                                  Delay in Payments . Prior to making any payments pursuant to this Agreement, the Accuride Compensation Committee will determine, on the basis of any regulations, rulings or other available guidance and the advice of counsel, whether the short-term deferral exception, the separation pay exception or any other exception to the requirements of Section 409A is available. If the Compensation Committee concludes that no exception is available, no payments will be made prior to your Separation from Service. In addition, if you are a “Specified Employee” (as defined in paragraph (d)), and the Compensation Committee concludes that no exception to the requirements of Section 409A is available, no payments shall be made to you prior to the first business day following the date which is six months after your Separation from Service. Any amounts that would have been paid during the six months following your Separation from Service will be paid on the first business day following the expiration of the six month period without interest thereon. The provisions of this paragraph apply to all amounts due pursuant to this Agreement, other than amounts that do not constitute a deferral of compensation within the meaning of Treas. Reg. §1.409A-1(b) or other amounts or benefits that are not subject to the requirements of Section 409A.

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(c)                                   Separation from Service Defined . For purposes of this Agreement, the term “Separation from Service” means (1) the termination of your employment with Accuride and all Affiliates due to death, retirement or other reasons, or (2) a permanent reduction in the level of bona fide services you provide to Accuride and all Affiliates to an amount that is no more than 20% of the average level of bona fide services you provided to Accuride and all Affiliates in the immediately preceding 36 months (or the entire time period during which you provided services to Accuride and all Affiliates if you have been providing such services for less than 36 months), with the level of bona fide service calculated in accordance with Treas. Reg. § 1.409A-1(h)(1)(ii). Your employment relationship is treated as continuing while you are on military leave, sick leave, or other bona fide leave of absence (if the period of such leave does not exceed six months, or if longer, so long as your right to reemployment with Accuride or an Affiliate is provided either by statute or contract). If your period of leave exceeds six months and your right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first day immediately following the expiration of such six month period. Whether a termination of employment has occurred will be determined based on all of the facts and circumstances and in accordance with regulations issued by the United States Treasury Department pursuant to Section 409A of the Code if the Company concludes that Section 409A is applicable.

(d)                                  Specified Employee Defined . For purposes of this Agreement, the term “Specified Employee” means certain officers and highly compensated employees of the Company as defined in Treas. Reg. § 1.409A-1(i), and as determined in accordance with such procedures as may be adopted from time to time by Accuride. The identification date for determining whether any employee is a Specified Employee during any calendar year shall be the September 1 preceding the commencement of such calendar year.

(e)                                   Miscellaneous Payment Provisions . If payment is not made, in whole or in part, due to a dispute between you and the Company, the payments shall be made in accordance with Treas. Reg. §1.409A-3(g), as applicable.

(f)                                     Ban on Acceleration or Deferral . Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement 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 of the Code.

(g)                                  No Elections . You do not have any right to make any election regarding the time or form of any payment due under this Agreement.

(h)                                  Compliant Operation and Interpretation . This Agreement shall be operated in compliance with Section 409A or an exception thereto and each provision of this Agreement shall be interpreted, to the extent possible, to comply with Section 409A or to qualify for an exception thereto.

5.                                      CHANGE IN CONTROL DEFINED.

“Change in Control” means and includes each of the following:

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(a)                                  A transaction or series of transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than Accuride, any of its Affiliates, an employee benefit plan maintained by Accuride or any of its Affiliates, or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Accuride) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Accuride possessing more than 35% of the total combined voting power of Accuride’s securities outstanding immediately after such acquisition; or

(b)                                 During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board of Directors together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Accuride to effect a transaction described in paragraphs (a) or (c) of this Section 5) whose election by the Board of Directors or nomination for election by Accuride’s stockholders was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)                                  The consummation by Accuride (whether directly involving Accuride or indirectly involving Accuride through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Accuride’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)                                      Which results in Accuride’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Accuride or the person that, as a result of the transaction, controls, directly or indirectly, Accuride or owns, directly or indirectly, all or substantially all of Accuride’s assets or otherwise succeeds to the business of Accuride (Accuride or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii)                                   After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5(c)(ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in Accuride prior to the consummation of the transaction; or

(d)                                  Accuride’s stockholders approve a liquidation or dissolution of Accuride.

The Compensation Committee shall determine whether a Change in Control of Accuride has occurred under the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

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6.                                      GOOD REASON DEFINED.

(a)                                   Definition of Good Reason . For purposes of this Agreement, “Good Reason” means a termination of your employment with the Company following the occurrence of one or more of the following circumstances (without your prior express written consent):

(i)                                      a material diminution in your total annual compensation;

(ii)                                   a material diminution in your authority, duties or responsibilities;

(iii)                                a material change in the geographic location of your principal office; or

(iv)                               any other action or inaction that constitutes a material breach by the Company of this Agreement.

(b)                                  Notice of Termination . If you elect to terminate your employment for Good Reason, you must provide the Company with a Notice of Termination (in compliance with Section 11) which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv) above within 60 days of the initial existence of the condition.

(c)                                   Opportunity to Cure . Notwithstanding anything to the contrary, the existence of one of the circumstances described in paragraphs (i) through (iv) above will not constitute Good Reason if, within 30 days after you give the Company Notice of Termination which sets forth the existence of the Good Reason condition described in paragraphs (i) through (iv), the Company has fully corrected such condition.

7.                                      CAUSE DEFINED.

For purposes of this Agreement, “Cause” shall mean (a) your continued willful failure, neglect or refusal to perform your duties with respect to the Company or its Affiliates which continues beyond ten days after a written demand for substant