Non-qualified Stock Op. Plan

Exhibit 10.4


FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT


This Non-Qualified Stock Option Agreement (this "Agreement") is entered into as of _______________ by and between ACCURIDE CORPORATION, a Delaware corporation hereinafter referred to as the "Company," and __________________, an employee of the Company or a Subsidiary (as defined below) of the Company, hereinafter referred to as the "Optionee."


WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its $.01 par value Common Stock ("Common Stock");


WHEREAS, the Company wishes to carry out the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and


WHEREAS, the Committee (as defined below) appointed to administer the Plan has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Stock Option(s) provided for herein to the Optionee as an incentive for increased efforts during his or her term of employment with the Company or its Subsidiaries, and has advised the Company thereof and instructed the undersigned officers to issue said Options;


NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:


ARTICLE I.


DEFINITIONS
Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.


Section 1.1 AFFILIATE


"Affiliate" shall mean (a) with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person, and (b) 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 (c) with respect to Kohlberg Kravis Roberts & Co., L.P. ("KKR"), also any Affiliate of any partner of KKR. For purposes of this Agreement, "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.


Section 1.2 CAUSE


"Cause" shall mean (i) the Optionee's willful and continued failure to perform his or her duties with respect to the Company or its Subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to the Optionee by the Company or (ii) conduct by the Optionee involving (x) dishonesty or breach of trust in connection with his or her employment or (y) conduct which would be a reasonable basis for an indictment of the Optionee for a felony or for a misdemeanor involving moral turpitude.


Section 1.3 CHANGE OF CONTROL


A "Change of Control" means (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of KKR or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale by KKR or any of its Affiliates resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include KKR or any of its Affiliates or (iii) a merger or consolidation of the Company into another Person which is not an Affiliate of KKR or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction. "Group" means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company.


Section 1.4 CODE


"Code" shall mean the Internal Revenue Code of 1986, as amended.


Section 1.5 COMMITTEE


"Committee" shall mean the committee appointed to administer the Plan.


Section 1.6 OPTIONS


"Options" shall mean the Non-Qualified Stock Options, which may include a Time Option and/or a Performance Option, to purchase Common Stock granted under this Agreement.


Section 1.7 PERFORMANCE OPTION


"Performance Option" shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(b) hereof.


Section 1.8 PERMANENT DISABILITY


The Optionee shall be deemed to have a "Permanent Disability" if the Optionee is unable to engage in the activities required by employment by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months, as reasonably determined by the Board of Directors of the Company in good faith and in its discretion.


Section 1.9 PERMITTED RETIREMENT


"Permitted Retirement" shall mean termination of employment with the Company (and its Subsidiaries) at age 65 or over (or such other age as may be approved by the Board of Directors of the Company) after having been employed by the Company or one of its Subsidiaries for at least three years after the Purchase Date, and other than by reason of termination for Cause, death, or Permanent Disability.


Section 1.10 PLAN


"Plan" shall mean the 1998 Stock Purchase and Option Plan for Employees of Accuride Corporation and Subsidiaries, as the same may be amended from time to time.


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Section 1.11 PRONOUNS


The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.


Section 1.12 PURCHASE DATE


"Purchase Date" shall mean the "Purchase Date" as defined in the Stockholder's Agreement.


Section 1.13 SECRETARY


"Secretary" shall mean the Secretary of the Company.


Section 1.14 STOCKHOLDER'S AGREEMENT


"Stockholder's Agreement" shall mean that certain Stockholder's Agreement dated as of ___________ by and among the Company, the Optionee and Hubcap Acquisition L.L.C., as the same may be amended from time to time.


Section 1.15 SUBSIDIARY


"Subsidiary" with respect to any entity shall mean any corporation (or other entity) in an unbroken chain of entities beginning with such corporation (or entity) 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.


Section 1.16 TIME OPTION


"Time Option" shall mean an Option with respect to which the commencement of exercisability is governed by Section 3.1(a) hereof.


ARTICLE II.
GRANT OF OPTIONS


SECTION 2.1 GRANT OF OPTIONS


For good and valuable consideration, on and as of the date hereof the Company irrevocably grants to the Optionee a Time Option and/or a Performance Option to purchase any part or all of an aggregate of the number of shares set forth with respect to each such Option on the signature page hereof of its Common Stock upon the terms and conditions set forth in this Agreement.


Section 2.2 EXERCISE PRICE


The exercise price of the shares of stock covered by the Option(s) shall be $5,000.00 per share without commission or other charge.


Section 2.3 CONSIDERATION TO THE COMPANY


In consideration of the granting of these Option(s) by the Company, the Optionee agrees to render faithful and efficient services to the Company or one of its Subsidiaries, with such duties and


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responsibilities as the Company shall from time to time prescribe, subject to the terms and conditions hereof and of the Plan, the Stockholder's Agreement and any other agreement or document relating to the Optionee's employment. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.


Section 2.4 ADJUSTMENTS IN OPTIONS


Subject to Section 9 of the Plan, in the event that the outstanding shares of the stock subject to an Option are, from time to time, changed into or exchanged for cash or a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, reverse stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an appropriate and equitable adjustment in the number and kind of shares or other consideration and the exercise price as to which such Option, or portions thereof then unexercised, shall be exercisable in order to prevent dilution or enlargement of the benefits intended to be made available with respect to any Option. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.


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