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)
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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)
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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)
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Chairman means the Chairman of the Board.
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(d)
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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)
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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)
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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)
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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)
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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)
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Investment
Options means the
respective options established hereunder with reference to the
comparable funds under the Savings Plan.
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(j)
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Required
Deferral Amount means
$100,000 of annual Fees, until such time as a Director has
satisfied the then applicable Director Share Ownership
Guideline.
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(k)
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Secretary means the Secretary of the Company.
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(l)
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Unforeseen
Emergency means a severe
financial hardship to the Director resulting from (1) an illness or
accident affecting the Director or his or her spouse or dependent;
(2) loss of the Director’s property due to casualty; or (3)
other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the Director’s
control.
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Article III
DEFERRAL OF
COMPENSATION
3.1 Amount of Deferral .
Beginning January 1, 2005, until a Director owns beneficial shares
of Alcoa Stock and/or has units in the Alcoa Stock Fund at least
equal to the then applicable Director Share Ownership Guideline,
the Director will be required to defer at least the Required
Deferral Amount in the Alcoa Stock Fund. Beyond that requirement, a
Director may elect to defer receipt of all Fees, or of all Fees of
one or more types, or a specified portion (in 1% increments)
otherwise payable to him or her.
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3.2 Manner of Electing
Deferral . A Director may elect, or modify a prior election, to
defer the receipt of all or certain Fees by giving written notice
to the Secretary on a form provided by the Company, or in any other
manner that is deemed sufficient from time to time by the
Chairman.
3.3 Annual Elections of
Deferral . An election to defer Fees shall be made prior to the
beginning of the calendar year in which the Fees will be earned;
provided, however, that an election made within 30 days after a
person first becomes a Director shall be effective for Fees earned
during that year. An election shall continue in effect until the
end of the year following the date of the deferral election, or
until the end of the Director’s service on the Board,
whichever shall occur first. The election to defer receipt of
payment may not be canceled or modified unless the Chairman, in his
sole discretion, determines that an Unforeseen Emergency exists, or
except as otherwise permitted by Internal Revenue Service
regulations.
3.4 Deferring Fees . A
Director shall designate the portion of his or her deferred Fees to
be invested in one or more of the Investment Options. Deferral of
the Required Deferral Amount into the Alcoa Stock Fund is required
until the Director Share Guideline is satisfied. Any Director who
has satisfied the Director Share Ownership Guideline or who wishes
to defer funds other than the Required Deferral Amount may
designate Investment Options other than the Alcoa Stock Fund for
those amounts. A Director’s deferred Fees shall be credited
to the designated Investment Option(s) at the beginning of the
calendar quarter following the quarter in which such Fees were
earned. Such Fees shall be credited to the Director’s
Deferred Fee Account as Credits for “units” in the
Director’s Deferred Fee Account. As of any specified date,
the value per unit in the
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Director’s Deferred Fee Account shall be
deemed to be the value determined for the comparable fund under the
Savings Plan.
3.5 Transfers . A Director
may elect to designate a different Investment Option for all or any
portion of the Credits for units in the various Investment Options
in his or her Deferred Fee Account, except that, once
