1998 Stock Purch. And Option Plan

Exhibit 10.3


1998 STOCK PURCHASE AND OPTION PLAN
FOR EMPLOYEES OF
ACCURIDE CORPORATION AND SUBSIDIARIES


1. PURPOSE OF PLAN
The 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries (the "Plan") is designed:


(a) to promote the long term financial interests and growth of
Accuride Corporation (the "Company") and its Subsidiaries by attracting and
retaining management and personnel with the training, experience and
ability to enable them to make a substantial contribution to the success of
the Company's business;


(b) to motivate personnel by means of growth-related incentives to
achieve long range goals; and


(c) to further the identity of interests of participants with those
of the stockholders of the Company through opportunities for stock or
stock-based ownership in the Company.


2. DEFINITIONS


As used in the Plan, the following words shall have the following meanings:


(a) "Affiliate" shall mean (i) with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under common
control with, such Person, and (ii) with respect to the Company, also any
entity designated by the Board of Directors of the Company in which the
Company or one of its Affiliates has an interest, and (iii) with respect to
Kohlberg Kravis Roberts & Co., L.P. ("KKR"), also any Affiliate of any
partner of KKR. For purposes of this Plan, "Person" means an individual,
partnership, corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature, and "control"
shall have the meaning given such term under Rule 405 of the Securities Act
of 1933.


(b) "Board of Directors" means the Board of Directors of the Company.


(c) "Committee" means the Compensation Committee of the Board of
Directors or another committee of the Board designated by the Board to
administer the Plan.


(d) "Common Stock" or "Share" means $.01 par value common stock of
the Company.


(e) "Employee" means a person, including an officer, in the regular
full-time employment of the Company or one of its Subsidiaries.


(f) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.


(g) "Fair Market Value" means such value of a Share as reported for
stock exchange transactions and/or determined in accordance with any
applicable resolutions or regulations of the Committee in effect at the
relevant time.


(h) "Grant" means an award of Purchase Stock or a Non-Qualified Stock
Option made to a Participant pursuant to the Plan and described in
Paragraph 5, including any combination of the foregoing.


(i) "Grant Agreement" means an agreement between the Company and a
Participant that sets forth the terms, conditions and limitations
applicable to a Grant.


(j) "Participant" means an Employee, consultant, or other person
having a unique relationship with the Company or one of its Subsidiaries,
to whom one or more Grants have been made and such Grants have not all been
forfeited or terminated under the Plan; provided, however, a non-employee
director of the Company or one of its Subsidiaries may not be a
Participant.


(k) "Stock-Based Grants" means the collective reference to the grant
of Non-Qualified Stock Options and Purchase Stock.


(l) "Stock Options" means the "Non-Qualified Stock Options" described
in Paragraph 5.


(m) "Subsidiary" means any corporation (or other entity) other than
the Company in an unbroken chain of entities beginning with the Company if
each of the entities, or group of commonly controlled entities, other than
the last entity in the unbroken chain, then owns stock (or other equity
interest) possessing 50% or more of the total combined voting power of all
classes of equity in one of the other entities in such chain.


3. ADMINISTRATION OF PLAN


(a) The Plan shall be administered by the Committee. The members of
the Committee shall consist solely of individuals who are both "non- employee directors" as defined by Rule 16b-3 promulgated under the Exchange Act and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), to the extent that the Company and its Employees are subject to Section 16 of the Exchange Act or Section 162(m) of the Code. The Committee may adopt its own rules of procedure, and the action of a majority of the Committee, taken at a meeting or taken without a meeting by a writing signed by such majority, shall constitute action by the Committee. The Committee shall have the power, authority and the discretion to administer, construe and interpret the Plan and Grant Agreements, to make rules for carrying out the Plan and to make changes in such rules. Any such interpretations, rules, and administration shall be made and done in good faith and consistent with the basic purposes of the Plan.


(b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Company its duties under the Plan subject to
such conditions and


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limitations as the Committee shall prescribe except that only the Committee
may designate and make Grants to Participants who are subject to Section 16
of the Exchange Act or Section 162(m) of the Code.


(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Company, and the
officers and directors of the Company shall be entitled to rely upon the
advice, opinions or valuations of any such persons. Subject to the terms
and conditions of this Plan and any applicable Grant Agreement, all actions
taken and all interpretations and determinations made by the Committee in
good faith shall be final and binding upon all Participants, the Company
and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or the Grants, and all members of the
Committee shall be fully protected by the Company with respect to any such
action, determination or interpretation.


4. ELIGIBILITY


The Committee may from time to time make Grants under the Plan to such Employees, consultants, or other persons having a unique relationship with the Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made under this Plan to non-employee directors of the Company or any of its Subsidiaries. Grants may be granted singly, in combination or in tandem. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination, death or disability of the Participant, and may also include provisions concerning the treatment of Grants in the event of a change of control of the Company.


5. GRANTS


From time to time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the Committee's sole discretion:


(a) NON-QUALIFIED STOCK OPTIONS - These are options to purchase
Common Stock which are not "incentive stock options," within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended. At the time
of grant, the Committee shall determine, and shall have specified in the
Grant Agreement or other Plan rules, the option exercise period, the option
exercise price, and such other conditions or restrictions on the grant or
exercise of the Stock Option as the Committee deems appropriate, which may
include the requirement that the grant of Stock Options is predicated on
the acquisition of Purchase Stock under Paragraph 5(b) by the Participant.
In addition to other restrictions contained in the Plan and Grant
Agreement, Stock Options granted under this Paragraph 5(a), (i) may not be
ex ...