ALCOA INC. 2005 DEFERRED FEE PLAN FOR DIRECTORSDeferred Unit Award Agreement |
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Exhibit 10.1
ALCOA INC.
2005 DEFERRED FEE PLAN FOR DIRECTORS
Article I
INTRODUCTION
Alcoa Inc. (the “Company”) has established this 2005 Deferred Fee Plan for Directors (the “Plan”) to provide non-employee Directors with an opportunity to defer receipt of fees earned for services as a member of the Company’s Board of Directors (the “Board”) in 2005 and beyond.
Article II
DEFINITIONS
2.1 Definitions. The following definitions apply unless the context clearly indicates otherwise:
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(a) |
Alcoa Stock Fund means the Investment Option established hereunder with reference to the Alcoa Stock Fund under the Savings Plan. |
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(b) |
Beneficiary means the person or persons designated by a Director under Section 4.1 to receive any amount payable under Section 5.3. |
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(c) |
Chairman means the Chairman of the Board. |
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(d) |
Credits means amounts credited to a Director’s Deferred Fee Account, with all Investment Option units valued by reference to the comparable |
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fund offered under the Company’s principal savings plan for salaried employees (“Savings Plan”). |
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(e) |
Deferred Fee Account means a bookkeeping account established by the Company in the name of a Director with respect to amounts deferred hereunder. |
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(f) |
Director means a non-employee member of the Board who participates in this Plan. Any Director who is a director or chairman of the board of directors of a subsidiary or affiliate of the Company shall not, by virtue thereof, be deemed to be an employee of the Company or such subsidiary or affiliate for purposes of eligibility under this Plan. |
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(g) |
Director Share Ownership Guideline means the minimum number of shares of Company stock or stock equivalents required to be held by each Director, as established from time to time by the Board. Effective January 1, 2005, the Director Share Ownership Guideline is 10,000 shares. Until the Director Share Ownership Guideline is satisfied by a particular Director, he or she is required to defer the Required Deferral Amount (defined below) or otherwise use that amount of annual Fees for the purchase of Company stock. |
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(h) |
Fees means all cash amounts payable to a Director for services rendered as a member of the Board in 2005 and thereafter that are specifically designated as fees, including, but not limited to, annual and/or quarterly retainer fees, fees (if any) paid for attending meetings of the Board or any |
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Committee thereof, Committee Chair fees, Lead Director fees and any per diem fees.
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(i) |
Investment Options means the respective options established hereunder with reference to the comparable funds under the Savings Plan. |
