Exhibit 10.8
FORM OF
SEVERANCE AGREEMENT
THIS AGREEMENT is entered into this ___ day of ___________, by and
between ACCURIDE CORPORATION, a Delaware corporation (together with its
Subsidiaries, the "Company") and _________________ (the "Executive").
WHEREAS, the Company has determined that it is appropriate and in the best
interests of the Company to provide to the Executive protection in the event of
certain terminations of the Executive's employment relationship with the Company
in accordance with the terms and conditions contained herein and the Executive
desires to have such protection;
NOW, THEREFORE, the Company and the Executive agree as follows:
1. DEFINITIONS. For purposes of this Agreement, the following terms
shall be defined as set forth in this Section 1.
(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 Xxxxxxx & 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.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive'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 Executive by the Company or
(ii) conduct by the Executive 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 Executive for a felony or for a
misdemeanor involving moral turpitude.
(d) "Good Reason" shall mean (i) a material adverse change in the
nature of the Executive's job duties without his consent; (ii) a material
reduction in the rate of the Executive's base cash compensation, other than
in connection with and consistent with a general program in which the
compensation of one or more categories of management of the Company (or any
of its Subsidiaries) is systematically reduced; or (iii) a material breach
by the Company of the Stockholder's Agreement of even date herewith among
the Company, the Executive and Hubcap Acquisition L.L.C. or of its
obligation to make cash compensation payments to the Executive under any
written employment contract.
(e) The Executive shall be deemed to have a "Permanent Disability" if
he or she 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.
(f) "Subsidiary" shall mean 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.
2. SEVERANCE BENEFITS. If (a) the Executive's employment with the
Company is terminated at the initiative of the Executive for Good Reason, or
(b) the Executive's employment with the Company is terminated at the initiative
of the Company other than for Cause, and other than upon the Executive's death
or Permanent Disability, the Company shall pay to the Executive, in equal
installments in accordance with the Company's payroll practices, commencing on
the next payday following the date of termination of the Executive's employment
and continuing for a period of twelve months, an amount equal to the excess, if
any, of (x) his base salary at the rate of base salary in effect on the date of
termination over (y) the sum of (i) any other payment from the Company under any
employment, consulting 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 and (ii) any payment under any arrangement maintained by Xxxxxx
Dodge Corporation (directly or indirectly) pursuant to which payments are to be
made to the Executive in whole or in part by reason of his termination of
employment with the Company and any payment from Xxxxxx Dodge Corporation under
any employee benefit plan, program or arrangement or otherwise in the nature of
severance or bonus compensation in respect of such termination, payable on or
after the date of such termination. Payments to the Executive under the
Stockholder's Agreement of even date herewith among the Company, the Executive
and Hubcap Acquisition L.L.C. shall not be deemed payments in the nature of
severance or bonus compensation for purposes of the preceding sentence.
3. NO SEVERANCE BENEFITS FOLLOWING TERMINATION FOR CAUSE OR VOLUNTARY
TERMINATION WITHOUT GOOD REASON. If the Executive's employment is terminated by
the Company for Cause or by the Executive's voluntary termination without Good
Reason, no severance payments or benefits or death benefits shall be payable
under this Agreement either upon that termination or at any time thereafter.
4. MISCELLANEOUS.
(a) NO ASSIGNMENT WITHOUT CONSENT OF COMPANY. No rights of any kind
under this Agreement shall, without the written consent of the Company, be
transferable
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or assignable by the Executive, his spouse or any other person, or be
subject to alienation, encumbrance, garnishment, attachment, execution, or
levy of any kind, voluntary or involuntary. This Agreement shall be
binding upon and shall inure to the benefit of the Company and its
successors and assigns.
(b) SAVINGS CLAUSE. If any provision or part of a provision of this
Agreement is held to be void or not enforceable for any reason, the
remainder of the provision not so held void and all other provisions of
this Agreement shall remain in full force and effect to the fullest extent
possible.
(c) NO RIGHTS IN ANY PROPERTY OF COMPANY. The undertakings of the
Company herein constitute merely the unsecured promise of the Company to
make payments as provided for herein. No property of the Company is or
shall, by reason of this Agreement, be held in trust for the Executive, his
spouse, or any other person, and neither the Executive nor his spouse or
any other person shall have, by reason of this Agreement, any rights, title
or interest of any kind in or to any property of the Company.
(d) GOVERNING LAW. The laws of the State of Delaware shall govern
the interpretation, validity and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts
of laws.
(e) JURISDICTION. Any suit, action or proceeding with respect to this
Agreement, or any judgment entered by any court in respect of any thereof,
may be brought in any court of competent jurisdiction in the State of
Delaware and the Executive hereby submits to the non-exclusive jurisdiction
of such courts for the purpose of any such suit, action, proceeding or
judgment. The Executive hereby irrevocably waives any objections which he
may now or hereafter have to the laying of the venue of any suit, action or
proceeding arising out of or relating to this Agreement brought in any
court of competent jurisdiction in the State of Delaware, and hereby
further irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in any inconvenient
forum. No suit, action or proceeding against the Company with respect to
this Agreement may be brought in any court, domestic or foreign, or before
any similar domestic or foreign authority other than in a court of
competent jurisdiction in the State of Delaware, and the Executive hereby
irrevocably waives any right which he may otherwise have had to bring such
an action in any other court, domestic or foreign, or before any similar
domestic or foreign authority. The Company hereby submits to the
jurisdiction of such courts for the purpose of any such suit, action or
proceeding.
(f) EMPLOYMENT OF THE EXECUTIVE BY THE COMPANY. Nothing herein shall
be construed as an offer or commitment by the Company to continue the
Executive's employment with the Company for any period of time.
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(g) FACILITY OF PAYMENT. If the Company shall find that any person
to whom any amount is payable hereunder is unable to care for his affairs,
any payment due (unless a prior claim therefor shall have been made by a
duly appointed guardian, committee, or other legal representative) may be
paid to any person deemed by the Company to have incurred expense for such
person otherwise entitled to payment, in such manner and proportions as the
Company may determine.
(h) GENDER. A pronoun in the masculine, feminine, or neuter gender
shall be deemed, where appropriate, to include also the masculine,
feminine, and neuter gender.
(i) AMENDMENT. This Agreement may only be amended in a writing
signed by the Executive and the Company.
[signature page follows]
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IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the
Executive have executed this Severance Agreement on the day and year first above
written.
ACCURIDE CORPORATION
By________________________________
Its________________________________
"Company"
[NAME]
__________________________________
"Executive"
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