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Exhibit
10(l)
ALCOA INC.
EMPLOYEES’ EXCESS
BENEFITS PLAN C
AS AMENDED AND RESTATED
EFFECTIVE DECEMBER 31, 2007
Pursuant to due authorization
by the Board of Directors, Alcoa Inc. has adopted the following
Alcoa Inc. Employees’ Excess Benefits Plan C, for the
exclusive benefit of selected management and highly compensated
employees, whose pension benefits calculated under certain
qualified and non-qualified plans does not take into account
certain deferred compensation amounts.
ARTICLE I -
DEFINITIONS
1.1 The following terms have the
specified meanings.
A. “Additional
Compensation” means any amount which the Participant has
irrevocably elected to defer under one or more of the following:
(1) the Incentive Compensation Plan of the Company, not
including any gain or loss thereon, (2) the Alcoa Deferred
Compensation Plan, not including any gain or loss thereon, or
(3) the Performance Pay Plan of the Company, not including any
gain or loss thereon.
B. “Annual
Compensation” means the total payments made by the Company
and by any Subsidiaries during a calendar year for services
rendered as an employee, except as otherwise provided by
contractual agreement, other than living and similar allowances and
premium pay and payments made for specific purposes as determined
under supplemental rules adopted by the Company. Annual
Compensation will include any amounts by which the Participant has
elected to reduce his or her salary under the Alcoa Savings Plan
for Non-Bargaining Employees or under any cash or deferred
arrangement established under Section 401(k) of Internal
Revenue Code of 1986 as amended, and will include any Additional
Compensation. “Special Payments” within the meaning of
the Alcoa Deferred Compensation Plan are not treated as Annual
Compensation.
C. “Average Final
Compensation” means the average Annual Compensation as
determined under the Rule of Plan I in which the Participant
participates.
D. “Board of
Directors” means the Board of Directors of the
Company.
E. “Committee”
means the Benefits Management Committee, which has been delegated
by the Board of Directors to have the discretionary authority to
interpret and administer the Plan.
F. “Company”
means Alcoa Inc.
G. “Excess Plan”
means the amended and restated Alcoa Inc. Employees’ Excess
Benefit Plan C, adopted by the Company as described herein or
as from time to time hereafter amended.
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H. “Other Plans”
means Plan I, any defined benefit retirement plan of any
Subsidiary, Alcoa Inc. Employees’ Excess Benefits Plan A
(“Excess A”) and Employees’ Excess Benefits Plan
B of the Company (“Excess B”), or such similar plan of
any Subsidiary, as any presently exist or may exist in the
future.
I. “Participant”
means any employee of the Company or any Subsidiary who meets one
or more of the following requirements:
(1) retires or dies while
covered under Excess B, or
(2) has Additional
Compensation and is a participant in Plan I, or
(3) on or after
January 1, 1989, retires, dies or terminates while covered
under Plan I, and immediately prior to retirement, death or
termination is in a job grade of 19 or above, or an equivalent of
such job grades as determined by the Company.
Effective January 1, 2008, any
employee who as of December 31, 2007 is a participant in Rule
IC of Plan I and is in a job grade of 27 or above, or an equivalent
of such job grade as determined by the Company, is excluded from
participation in this Plan but will be eligible under the Alcoa
Supplemental Pension Plan for Senior Executives.
J. “Pension
Service” means the service used to calculate the
Participant’s monthly retirement benefit under Plan
I.
K. “Plan I” means
Alcoa Retirement Plan I.
L. “Reduced Average
Final Compensation” means Average Final Compensation which is
calculated by reducing each year’s Annual Compensation used
by one-half of the amount, if any, received by a Participant from
the Incentive Compensation Plan and the Performance Pay Plan of the
Company.
M. “Subsidiary”
means a corporation at least 50% of whose outstanding voting stock
is owned or controlled by the Company and/or one or more other
Subsidiaries, and any non-corporate business entity in which the
Company and/or one or more other Subsidiaries have at least a 50%
interest in capital or profits.
N. “Surviving
Spouse” means a deceased Participant’s spouse who is
entitled to receive surviving spouse benefits under Plan I or
Excess B.
ARTICLE II -
BENEFITS
2.1 Effective January 1, 2008, the
benefit payable under this Excess Plan to a Participant who retires
or terminates with a vested benefit on or after January 1,
2008 under Plan I—Rules IC, ID, IE, IF, IG, IH, IJ, IM, IN,
IP or Excess B as it relates to the foregoing Rules, is equal to
the portion of pension benefits in pay status that would have been
payable had Plan I used Annual
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Compensation in determining the pension
benefit, without regard to Section 401(a)(17) of the Code. The
pension otherwise payable under this Plan will be subject to
offsets for payments made from Other Plans.
2.2 Notwithstanding the foregoing
Section 2.1, the following formulas will also continue to
apply
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