E XHIBIT 10.1
2004 A LCOA S TOCK
I NCENTIVE P LAN
(as amended effective
November 11, 2005)
[Alcoa logo]
2004 ALCOA STOCK INCENTIVE
PLAN
SECTION 1. PURPOSE.
The purposes of the 2004 Alcoa
Stock Incentive Plan are to encourage selected employees of the
Company and its Subsidiaries to acquire a proprietary and vested
interest in the long-term growth and financial success of the
Company, to generate an increased incentive to promote its
well-being and profitability, to link the interests of such
employees to the long-term interests of shareholders and to enhance
the ability of the Company and its Subsidiaries to attract and
retain individuals of exceptional managerial, technical and
professional talent upon whom, in large measure, the sustained
progress, growth and profitability of the Company
depend.
SECTION 2.
DEFINITIONS. As used in
the Plan, the following terms have the meanings set forth
below:
“Award” means any
Option, Stock Appreciation Right, Contingent Stock Award,
Performance Share, Performance Unit, Other Stock Unit Award, or any
other right, interest, or option relating to Shares or other
property granted pursuant to the provisions of the Plan.
“Award Agreement” means
any written agreement, contract, or other instrument or document
evidencing any Award granted by the Committee hereunder, which may,
but need not, be executed or acknowledged by both the Company and
the Participant.
“Beneficial Owner” means
beneficial owner as defined in Rule 13d-3 under the Exchange
Act.
“Board” means the Board
of Directors of the Company.
“Change in Control”
means the first to occur of any of the following events:
(a) An Entity, other than a trustee
or other fiduciary of securities held under an employee benefit
plan of the Company or any of its Subsidiaries, is or becomes a
Beneficial Owner, directly or indirectly, of stock of the Company
representing 20% or more of the total voting power of the
Company’s then outstanding stock and securities;
provided , however , that for purposes of this
subsection (a), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction that complies with
clauses (i) or (ii) of subsection (c) of this
definition;
(b) individuals who, as of the date
hereof, constitute the Board (the “Incumbent Board”),
cease for any reason to constitute a majority thereof;
provided ,
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however , that any individual becoming a director whose
election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least 75% of the
directors then comprising the Incumbent Board shall be considered
as though such individual was a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of an Entity other than the
Board;
(c) there is consummated a merger,
consolidation or other corporate transaction, other than (i) a
merger, consolidation or transaction that would result in the
voting securities of the Company outstanding immediately prior to
such merger, consolidation or transaction continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving Entity or any parent thereof) at least
55% of the combined voting power of the stock and securities of the
Company or such surviving Entity or any parent thereof outstanding
immediately after such merger, consolidation or transaction, or
(ii) a merger, consolidation or transaction effected to
implement a recapitalization of the Company (or similar
transaction) in which no Entity is or becomes the Beneficial Owner,
directly or indirectly, of stock and securities of the Company
representing more than 20% of the combined voting power of the
Company’s then outstanding stock and securities;
(d) the sale or disposition by the
Company of all or substantially all of the Company’s assets
other than a sale or disposition by the Company of all or
substantially all of the assets to an Entity at least 55% of the
combined voting power of the stock and securities of which is owned
by Persons in substantially the same proportions as their ownership
of the Company’s voting stock immediately prior to such sale;
or
(e) the shareholders of the Company
approve a plan of complete liquidation or dissolution of the
Company.
“Change in Control
Price” means the higher of (a) the highest reported
sales price, regular way, of a Share in any transaction reported on
the New York Stock Exchange Composite Tape or other national
exchange on which Shares are listed or on NASDAQ during the 60-day
period prior to and including the date of a Change in Control or
(b) if the Change in Control is the result of a tender or
exchange offer or a merger, consolidation or other corporate
transaction, the highest price per Share paid in such tender or
exchange offer or corporate transaction. To the extent that the
consideration paid in any such transaction described above consists
all or in part of securities or other non-cash consideration, the
value of such securities or other non-cash consideration shall be
determined in the sole discretion of the Board.
“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.
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“Committee” means the
Compensation and Benefits Committee of the Board, or any successor
to such committee, or a subcommittee thereof, composed of no fewer
than two directors, each of whom is a Non-Employee Director and an
“outside director” within the meaning of
Section 162(m) of the Code, or any successor provision
thereto.
“Company” means Alcoa
Inc., a Pennsylvania corporation.
“Contingent Stock” means
any Share issued with the contingency or restriction that the
holder may not sell, transfer, pledge or assign such Share and with
such other contingencies or restrictions as the Committee, in its
sole discretion, may impose (including, without limitation, any
contingency or restriction on the right to vote such Share and the
right to receive any cash dividends), which contingencies and
restrictions may lapse separately or in combination, at such time
or times, in installments or otherwise, as the Committee may deem
appropriate.
“Contingent Stock Award”
means an award of Contingent Stock under Section 8
hereof.
“Covered Employee” means
a “covered employee” within the meaning of
Section 162(m)(3) of the Code, or any successor provision
thereto.
“Employee” means any
employee of the Company or of any Subsidiary.
“Entity” means any
individual, entity, person (within the meaning of
Section 3(a)(9) of the Exchange Act) or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act),
other than (a) any employee plan established by the Company,
(b) any affiliate (as defined in Rule 12b-2 promulgated
under the Exchange Act) of the Company, (c) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (d) a corporation owned, directly or
indirectly, by shareholders of the Company in substantially the
same proportions as their ownership of the Company.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Fair Market Value”
means, with respect to any property, the market value of such
property determined by such methods or procedures as shall be
established from time to time by the Committee.
“Non-Employee Director”
has the meaning set forth in Rule 16b-3(b)(3) under the
Exchange Act, or any successor definition adopted by the Securities
and Exchange Commission.
“Option” means any right
granted to a Participant under the Plan or predecessor plan
allowing such Participant to purchase Shares at such price or
prices and during such period or periods as the Committee shall
determine. All Options granted under the Plan or predecessor plan
are intended to be nonqualified stock options for purposes of the
Code.
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“Other Stock Unit Award”
means any right granted to a Participant by the Committee pursuant
to Section 10 hereof.
“Original Option” means
any Option other than a Reload Option granted by the company in
connection with the Prior Plan or the predecessor plan.
“Participant” means an
Employee who is selected by the Committee to receive an Award under
the Plan.
“Performance Award”
means any Award of Performance Shares or Performance Units pursuant
to Section 9 hereof.
“Performance Period”
means that period established by the Committee at the time any
Performance Award is granted or at any time thereafter during which
any performance goals specified by the Committee with respect to
such Award are to be measured. A Performance Period may not be less
than one year.
“Performance Share”
means any grant pursuant to Section 9 hereof of a unit valued
by reference to a designated number of Shares, which value may be
paid to the Participant by delivery of such property as the
Committee shall determine, including, without limitation, cash,
Shares or any combination thereof, upon achievement of such
performance goals during the Performance Period as the Committee
shall establish at the time of such grant or thereafter.
“Performance Unit” means
any grant pursuant to Section 9 hereof of a unit valued by
reference to a designated amount of property other than Shares,
which value may be paid to the Participant by delivery of such
property as the Committee shall determine, including, without
limitation, cash, Shares or any combination thereof, upon
achievement of such performance goals during the Performance Period
as the Committee shall establish at the time of such grant or
thereafter.
“Person” means any
individual, corporation, partnership, association, joint stock
company, trust, unincorporated organization or government or
political subdivision thereof.
“Plan” means this 2004
Alcoa Stock Incentive Plan.
“Prior Plan” means the
Alcoa Stock Incentive Plan adopted by the Company shareholders at
the Company’s 1999 annual meeting.
“Reload Option” means an
Option described in Section 6(e) of the Plan, granted in
connection with the exercise of an option under the Prior Plan or
predecessor plan (an “antecedent award”). As a
condition to the grant of a Reload Option, a Participant must elect
at the time of exercise of the antecedent award that a designated
portion, as determined by the Committee, of the Shares issued upon
exercise of the antecedent award shall be restricted in terms of
transfer for the shorter of five years from the issuance date of
the shares or the remainder of the participant’s career with
Alcoa.
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“Shares” means the
shares of common stock of the Company, $1.00 par value.
“Stock Appreciation
Right” means any right granted to a Participant pursuant to
Section 7 hereof to receive, upon exercise by the Participant,
the excess of (a) the Fair Market Value of one Share on the
date of exercise or, if the Committee shall so determine, at any
time during a specified period before the date of exercise over
(b) the grant price of the right on the date of grant, or if
granted in connection with an outstanding Option on the date of
grant of the related Option, as specified by the Committee in its
sole discretion, which, except in the case of Substitute Awards or
in connection with an adjustment provided in Section 4(g),
shall not be less than the Fair Market Value of one Share on such
date of grant of the right or the related Option, as the case may
be. Any payment by the Company in respect of such right may be made
in cash, Shares, other property or any combination thereof, as the
Committee, in its sole discretion, shall determine.
“Subsidiary” means any
corporation in which the Company owns, directly or indirectly,
stock possessing 50 percent or more of the total combined voting
power of all classes of stock in such corporation, and any
corporation, partnership, joint venture, limited liability company
or other business entity as to which the Company possesses a
significant ownership interest, directly or indirectly, as
determined by the Committee.
“Substitute Awards”
means Awards granted or Shares issued by the Company in assumption
of, or in substitution or exchange for, awards previously granted,
or the right or obligation to make future awards, by a company
acquired by the Company or any of its Subsidiaries or with which
the Company or any of its Subsidiaries combines.
SECTION 3.
ADMINISTRATION. The Plan
shall be administered by the Committee. The Committee shall have
full power and authority, subject to such orders or resolutions not
inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to: (i) select the Employees of
the Company and its Subsidiaries to whom Awards may from time to
time be granted hereunder; (ii) determine the type or types of
Award to be granted to each Participant hereunder;
(iii) determine the number of Shares to be covered by each
Award granted hereunder; (iv) determine the terms and
conditions, not inconsistent with the provisions of the Plan, of
any Award granted hereunder; (v) determine whether, to what
extent and under what circumstances Awards may be settled in cash,
Shares or other property or canceled or suspended;
(vi) determine whether, to what extent and under what
circumstances cash, Shares and other property and other amounts
payable with respect to an Award under this Plan shall be deferred
either automatically or at the election of the Participant;
(vii) interpret and administer the Plan and any instrument or
agreement entered into under the Plan; (viii) establish such
rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; and
(ix) make any other determination and take any other action
that the Committee deems necessary or desirable for administration
of the Plan. Decisions of the Committee shall be final, conclusive
and binding upon all persons, including the Company, any
Participant, any shareholder and any Employee.
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SECTION 4. SHARES SUBJECT TO THE
PLAN.
(a) Subject to the adjustment
provisions of Section 4(g) below and the provisions of
Section 4(b) through (f), commencing May 1, 2004, up to
30 million Shares may be issued in connection with Options and
Stock Appreciation Rights under the Plan.
(b) In addition to the Shares
authorized by Section 4(a), the following Shares may be issued
under the Plan:
(i) Shares available for future
awards under the Prior Plan as of the effective date of this Plan,
and any shares that are not issued under the Prior Plan because of
the cancellation, termination or expiration of awards under the
Prior Plan or the predecessor plan.
(ii) If a Participant tenders, or
has withheld, Shares in payment of all or part of the option price
under a stock option granted under the Plan, the Prior Plan, or the
predecessor plan, or in satisfaction of withholding tax obligations
thereunder, the Shares tendered by the Participant or so withheld
shall become available for issuance under the Plan.
(iii) If Shares that are issued
under the Plan are subsequently forfeited in accordance with the
terms of the Award or an Award Agreement, the forfeited Shares
shall become available for issuance under the Plan.
(c) Subject to the adjustment
provisions of Section 4(g), commencing May 1, 2004, up to
10 million Shares may be issued under Awards other than
Options and Stock Appreciation Rights.
(d) If an Award may be paid only in
Shares or in either cash or Shares, the Shares shall be deemed to
be issued hereunder only when and to the extent that payment is
actually made in Shares. However, the Committee may authorize a
cash payment under an Award in lieu of Shares if there are
insufficient Shares available for issuance under the
Plan.
(e) Any Shares issued hereunder may
consist, in whole or in part, of authorized and unissued shares,
treasury shares or shares purchased in the open market or
otherwise.
(f) Shares issued or granted in
connection with Substitute Awards shall not reduce the Shares
available for issuance under the Plan or to a Participant in any
calendar year.
(g) In the event of any merger,
reorganization, consolidation, recapitalization, stock dividend,
stock split, reverse stock split, spin-off or similar transaction
or other change in corporate structure affecting the Shares, such
adjustments and other substitutions shall be made to the Plan and
to Awards as the Committee in its sole discretion deems equitable
or appropriate, including, without limitation, such adjustments in
the aggregate number, class and kind of securities that may be
delivered under the Plan, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise
price of securities subject to outstanding Options,
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Stock Appreciation Rights or other Awards
granted under the Plan, and in the number, class and kind of
securities subject to Awards granted under the Plan (including, if
the Committee deems appropriate, the substitution of similar
options to purchase the shares of, or other awards denominated in
the shares of, another company) as the Committee may determine to
be appropriate in its sole discretion; provided that the
number of Shares subject to any Award
