Employment Agreement

Exhibit 10.43


EXECUTION COPY


EMPLOYMENT AGREEMENT


AGREEMENT , dated as of January 31, 2005 (this " Agreement" ), by and between Accuride Corporation (the " Company" ), Transportation Technologies Industries, Inc. (" TTI" ) and Donald C. Mueller (the " Executive" ).


WHEREAS , the Executive is currently employed by TTI pursuant to the terms of an Employment Agreement dated August 2, 2004 (the " Current Agreement" );


WHEREAS , the Company and TTI are parties to a merger agreement pursuant to which TTI will become a subsidiary of the Company (the " Acquisition" ); and


WHEREAS , the Company desires TTI to continue employing Executive and to terminate the Current Agreement and the Executive desires to continue to be so employed under the terms and conditions specified herein.


NOW, THEREFORE , in consideration of the mutual promises and conditions set forth herein, the parties hereto agree as follows:


1. Duties and Authority . Executive agrees to continue serving as the Vice-President, Treasurer and Chief Financial Officer of TTI. For periods prior to the closing of the Acquisition (the " Effective Date" ) Executive shall report to the President and Chief Operating Officer of TTI and after the Effective Date the Executive Vice President/TTI Operations & Integration (the " TTI COO" ). The Executive agrees to devote substantially all of his business time and energies to the business of the Company and to perform faithfully, diligently and competently his duties hereunder. Subject to the restrictions in Sections 6 and 7 below, the Executive shall be permitted to serve on such boards and perform such charitable activities, as he desires, provided that the Executive' s performance of such activities does not interfere with the Executive' s performance of his duties hereunder. 2. Location . Except for travel associated with the performance of his duties, Executive may continue to perform his duties at his current location with TTI. 3. Compensation and Benefits . In full consideration for all services rendered by Executive in all capacities, TTI, prior to the Effective Date, and the Company after the Effective Date shall provide and the Executive will receive the following compensation and benefits: (a) Base Salary . Executive shall receive a base salary at an annual rate of $265,000 (the " Base Salary" ) payable in accordance with the customary payroll practices of TTI. (b) Bonus . (i) Executive shall continue to be eligible to receive any bonus payable for 2004 pursuant to the bonus plan in effect on the date of this Agreement and in accordance with TTI' s normal practices and timing of bonus payments.


(ii) Executive shall also be eligible for an incentive bonus (the " Incentive Bonus" ) of up to $100,000 based upon the achievement of performance targets to be set forth on an Appendix A to this Agreement. The Incentive Bonus shall be payable upon the earliest of (x) termination of Executive' s employment without Cause (as defined below) or (y) December 31, 2005; provided , however, that if an initial public offering of the Company' s stock has not occurred at the time of Executive' s termination of employment without Cause, the Company will pay the Executive such portion of the Incentive Bonus related to successful completion of the initial public offering upon such completion, if such initial public offering occurs within sixty (60) days of the termination of Executive' s employment. (c) Employee Benefits . Executive shall continue to participate in and receive all employee benefits and perquisites that he is receiving under the plans and programs of TTI on the date of this Agreement. Executive shall be eligible to participate in any new programs which are made available to senior executives of TTI during his employment with TTI. 4. Termination of the Executive' s Employment . (a) By the Company . The Company may terminate Executive' s employment in its sole discretion at any time, with or without Cause subject only to Section 5. For purposes of this Agreement " Cause" means: (i) the willful and continued neglect or refusal failure by the Executive to perform his duties and responsibilities, or the willful taking of actions (or willful failures to take actions) that materially impair the Executive' s ability to perform his duties or responsibilities that in each case continues following written notice by the Company (other than any such failure resulting from the Executive' s incapacity due to physical or mental illness); or (ii) any act by the Executive that constitutes gross negligence or willful misconduct in the performance of his duties hereunder, or the conviction of the Executive for any felony, in each case which is materially and manifestly injurious to the company and which is brought to the attention of the Executive in writing not more than thirty days from the date of its discovery by the Company or its Board of Directors (the " Board" ). For purposes of this definition of Cause, no act, or failure to act, by Executive shall be deemed " willful" unless done or omitted without good faith or without reasonable belief that the action or omission was in the best interest of the Company. Any act, or failure to act, based upon the direction or instruction of the Board pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company absent knowledge by the Executive to the contrary. Executive shall not be deemed to have been terminated for Cause without an opportunity for the Executive, together with his counsel, after notice of such termination to be heard before the Board and with a reasonable opportunity for Executive to cure the action or inaction specified by the Company, if curable.


If Executive' s employment is terminated for Cause, the Company shall advance Executive any reasonable legal fees and expenses he may incur in connection with such alleged termination for Cause; provided, however, that if a court of competent jurisdiction determines that the


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termination for Cause was proper and in accordance with the terms of this Agreement, then Executive will reimburse the Company for all fees and expenses so advanced.


(iii) By the Executive . Executive may terminate his employment upon 30 days written notice to the Company. Executive' s employment shall terminate automatically upon his death. 5. Compensation and Benefits Upon Termination of Employment . (a) Without Cause, Death, Disability, Breach or Termination by Executive After April 30, 2005 . If the Company terminates Executive' s employment without Cause or the Executive' s employment is terminated due to death, disability, because the Company breaches this Agreement or on or after April 30, 2005 Executive terminates his employment for any reason, then all compensation payable to the Executive under Section 3 will cease as of the effective date of such termination (the " Termination Date" ), and subject to the execution of a general release of all employment claims by Executive, either TTI or the Company will provide the following payments and benefits to Executive in settlement of all of Executive' s rights under this Agreement and the Current Agreement: (i) A lump sum ca ...