Accuride Corp - Current report filing (8-K)
February 27 2008 - 1:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported):
February 21, 2008
ACCURIDE
CORPORATION
(Exact Name of
Registrant as Specified in Charter)
Delaware
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001-32483
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61-1109077
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(State or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification
No.)
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7140
Office Circle, Evansville, IN
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47715
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code
(812) 962-5000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02 Compensatory Arrangements of Certain Officers.
On
February 21, 2008, the Board of Directors of Accuride Corp. (the Company)
approved revisions to the form of severance and retention agreements the
Company uses with certain of its executive officers and other senior management
employees. The new form of agreements
will amend and replace existing severance and retention agreements, and will
also be used for newly appointed officers.
The form of severance and retention agreements are attached as
exhibits hereto and are incorporated herein.
As
with the current agreements, the new form of severance and retention agreements
provides for severance benefits upon termination of an executives employment
with the Company either prior to or within 18 months following the date on
which a change of control (as defined in the agreement) occurs. The principal purpose of the revised form of
severance and retention agreements is to comply with the recently issued final
regulations under Section 409A of the Internal Revenue Code of 1986, as amended
(Section 409A). Section 409A
imposes a series of new requirements on non-qualified deferred compensation
plans.
In
general, the amendments to the form of severance and retention agreements are
technical in nature and were made to ensure that payments under the agreements
continue to qualify within the short-term deferral exception to Section 409A
and that the benefits provided under the agreements continue to either qualify
within the short-term deferral exception, another available exception, or comply
with the requirements of Section 409A.
The most significant change involves
revising the definition of good
reason to assure that any termination for good reason will qualify as an
involuntary termination for purposes of Section 409A
. The
amendments do not modify the basic amounts payable to any officer or other
senior management employees.
In
addition to the amendments described above, the form severance and retention
agreements have been revised to clarify that the covenant not to compete does
not prohibit participating executives from acquiring stock representing less
than 1% of the outstanding stock of any publicly traded corporation that may
compete with the Company.
Certain other minor modifications also were made.
Item 9.01
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FINANCIAL STATEMENTS
AND EXHIBITS
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(d)
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Exhibits
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10.1
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Form of
Severance and Retention Agreement (Tier I executives).
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10.2
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Form of
Severance and Retention Agreement (Tier II executives).
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10.3
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Form of
Severance and Retention Agreement (Tier III executives).
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2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ACCURIDE CORPORATION
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Date:
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February 27,
2008
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/s/
Stephen A. Martin
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Stephen
A. Martin
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Vice
President - General Counsel
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3
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