Exhibit 10.10
ACCURIDE
CORPORATION
INCENTIVE COMPENSATION
PLAN
I.
ESTABLISHMENT AND
PURPOSE
Accuride Corporation (the “
Company ”) hereby establishes the Accuride Corporation
Incentive Compensation Plan (as amended from time to time, the
“ Plan ”). The purpose of the Plan is to
(i) attract and retain highly qualified individuals;
(ii) obtain from each eligible Plan participant the best
possible performance; (iii) establish one or more performance
goals based on objective criteria; (iv) further underscore the
importance of achieving business objectives for the short and long
term; and (v) include in each eligible Plan
participant’s compensation package an annual incentive
component which is tied directly to the achievement of those
objectives.
To the extent applicable, the Plan
is intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code of 1986, as
amended and the regulations issued thereunder (the “
Code ”).
II.
EFFECTIVE DATE; TERM
The Plan will be effective for
performance periods occurring after the Plan is approved by the
Company’s shareholders under Section X. Once
effective, the Plan shall remain in effect until such time as it
shall be terminated by the Committee (as defined below). The
Committee may terminate the Plan at any time; provided, however
that except in the event of a Change in Control (as defined below),
the Committee may not terminate the Plan during any performance
period without payment of a pro rata portion of any bonus based on
the period of time elapsed during the performance period and a
determination of the Committee as to satisfaction of pro rata
Performance Goals for such period. For this purpose, “
Change in Control ” shall have the meaning set forth
in the Company’s Amended and Restated Incentive Award Plan,
as amended from time to time and any replacement plan
thereof.
III.
ADMINISTRATION
The Plan shall be administered by
the Compensation and Human Resources Committee of the Board of
Directors of the Company or a subcommittee thereof (the “
Committee ”); which Committee shall consist solely of
two or more members who shall qualify as “outside
directors” under Section 162(m) of the
Code.
The Committee shall have full power
to construe and interpret the Plan, establish and amend
rules and regulations for its administration, and perform all
other acts relating to the Plan, including the delegation of
administrative responsibilities, that it believes reasonable and
proper and in conformity with the purposes of the Plan.
Any decision made, or action taken,
by the Committee arising out of or in connection with the
interpretation and/or administration of the Plan shall be final,
conclusive and binding on all persons affected thereby.
IV.
ELIGIBILITY AND
PARTICIPATION
Eligibility to participate in the
Plan is limited to certain salaried employees of the Company as
determined and selected by the Committee (each a “
Participant ”), but including all individuals who are
“covered employees” within the meaning of Code
Section 162(m) and the regulations and published guidance
thereunder (“ Covered Employees ”).
V.
BUSINESS CRITERIA
A Participant may receive a bonus
payment under the Plan based upon the attainment of performance
objectives which are established by the Committee and relate to one
or more of the following corporate business criteria with respect
to the Company, any of its subsidiaries or a designated business
unit (the “ Performance Goals ”):
(i) earnings (either net or gross and either before or after
interest, taxes, depreciation, amortization and/or other
adjustments described under the Company’s credit agreements),
(ii) economic value-added (as determined by the Committee),
(iii) sales or revenue, (iv) net income (either before or
after taxes), (v) cash flow (including, but not limited to,
operating cash flow and free cash flow), (vi) return on
capital, (vii) return on invested capital, (viii) return
on stockholders’ equity, (ix) return on assets,
(x) stockholder return, (xi) return on sales, (xii) gross or
net profit margin, (xiii) productivity, (xiv) expense, (xv)
operating margin, (xvi) operating efficiency, (xvii) customer
satisfaction, (xviii) working capital, (xix) earnings per share,
(xx) price per share of common stock, (xxi) market share, (xxii)
profits, (xxiii) disposition or acquisition of assets, (xxiv) cost
savings, (xxv) regulatory body approval for commercialization of
new products, (xxvi) settlement of disputes, (xxvii) funds from
operations, (xxviii) plant closings or start-ups, (xxix) sales
penetration or new business awards, or (xxx) any other objectively
determinable strategic objectives, any of which may be measured
either in absolute terms or as compared to any incremental increase
or as compared to results of a peer group market performance
indicators or indices.
The Committee may, in its
discretion, provide that one or more objectively determinable
adjustments shall be made to one or more of the Performance
Goals. Such adjustments may include, but are not limited to,
one or more of the following: (i) items related to a
change in accounting principle; (ii) items relating to
financing activities; (iii) expenses for restructuring or
productivity initiatives; (iv) other non-operating items ;
(v) items related to acquisitions; (vi) items
attributable to the business operations of any entity acquired by
the Company during the performance period; (vii) items related
to the disposal of a business or segment of a business;
(viii) items related to discontinued operations that do not
qualify as a segment of a business under applicable accounting
principles; (ix) items attributable to any stock dividend,
stock split, combination or exchange of shares occurring during the
performance period; (x) any other items of significant income
or expense which are determined to be appropriate adjustments; (xi)
items relating to unusual or extraordinary corporate transactions,
events or developments; (xii) items related to amortization of
acquired intangible assets; (xiii) items that are outside the scope
of the Company’s core, on-going business activities; (xiv)
commercial vehicle industry build rates; or (xv) items relating to
any other unusual or nonrecurring events or changes in applicable
laws, accounting principles or business conditions. All such
determinations shall be made within the time prescribed by, and
otherwise in compliance with, Section 162(m) of the
Code.
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VI.
BONUS DETERMINATIONS
Any bonuses paid to Participants
under the Plan shall be based upon objectively determinable bonus
formulas that tie such bonuses to one or more performance
objectives relating to the Performance Goals. Bonus formulas
may be set for performance periods of one, two or three fiscal
years of the Company. A performance period may be concurrent
or consecutive.
