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EXHIBIT 10.11
ALLEGHENY TECHNOLOGIES INCORPORATED
2000 INCENTIVE PLAN
(as amended)
ARTICLE I.
PURPOSE AND ADOPTION OF THE PLAN
1.1. PURPOSE. The purpose of the Allegheny Technologies
Incorporated
2000 Incentive Plan (hereinafter referred to as the "Plan") is
to assist in
attracting and retaining highly competent employees, to act as
an incentive in
motivating selected officers and other key employees of
Allegheny Technologies
Incorporated and its Subsidiaries to achieve long-term corporate
objectives and
to enable cash incentive awards to qualify as performance-based
for purposes of
the tax deduction limitations under Section 162(m) of the
Code.
1.2. ADOPTION AND TERM. The Plan was approved by the Board of
Directors
of Allegheny Technologies Incorporated, to be effective as of
January 1, 2000
(the "Effective Date"), and approved by the stockholders of the
Company on May
11, 2000. The Plan shall remain in effect until the tenth
anniversary of the
date the stockholders of the Company approve the Plan, unless
terminated by
action of the Board prior to that date, and the provisions of
Articles VII,
VIII, IX and X with respect to performance-based awards to
"covered employees"
under Section 162(m) of the Code shall expire as of the fifth
anniversary of the
date the stockholders of the Company approved the Plan, until
and unless
reapproved by the stockholders of The Company.
1.3. THE PRIOR PLAN. The Company previously adopted the
Allegheny
Teledyne Incorporated 1996 Incentive Plan (the "Prior Plan").
Awards granted
under the Prior Plan prior to the date the stockholders of the
Company approve
the Plan shall not be affected by the adoption of this Plan, and
the Prior Plan
shall remain the effect following the date the stockholders of
the Company
approve the Plan to the extent necessary to administer such
awards, but no new
Awards shall be granted under the Prior Plan after the date the
stockholders of
the Company approve the Plan.
ARTICLE II.
DEFINITIONS
For the purpose of this Plan, capitalized terms shall have
the
following meanings:
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2.1. AWARD means any one or a combination of Non-Qualified
Stock
Options or Incentive Stock Options described in Article VI,
Stock Appreciation
Rights described in Article VI, Restricted Shares described in
Article VII,
Performance Awards described in Article VIII, Awards of cash or
any other Award
made under the terms of the Plan.
2.2. AWARD AGREEMENT means a written agreement between the
Company and
a Participant or a written acknowledgment from the Company to a
Participant
specifically setting forth the terms and conditions of an Award
granted under
the Plan.
2.3. AWARD PERIOD means, with respect to an Award, the period of
time
set forth in the Award Agreement during which specified target
performance goals
must be achieved or other conditions set forth in the Award
Agreement must be
satisfied.
2.4. BENEFICIARY means an individual, trust or estate who or
which, by
a written designation of the Participant filed with the Company
or by operation
of law, succeeds to the rights and obligations of the
Participant under the Plan
and the Award Agreement upon the Participant's death.
2.5. BOARD means the Board of Directors of the Company.
2.6. CHANGE IN CONTROL means, and shall be deemed to have
occurred upon
the occurrence of, any one of the following events:
(a) The acquisition in one or more transactions, other than
from the Company, by any individual, entity or group (within
the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
of
beneficial ownership (within the meaning of Rule 13d-3
promulgated
under the Exchange Act) of a number of Company Voting Securities
in
excess of 25% of the Company Voting Securities unless such
acquisition
has been approved by the Board;
(b) Any election has occurred of persons to the Board that
causes two-thirds of the Board to consist of persons other than
(i)
persons who were members of the Board on the Effective Date and
(ii)
persons who were nominated for elections as members of the Board
at a
time when two-thirds of the Board consisted of persons who were
members
of the Board on the Effective Date; provided, however, that any
person
nominated for election by a Board at least two-thirds of
whom
constituted persons described in
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clauses (i) and/or (ii) or by persons who were themselves
nominated by
such Board shall, for this purpose, be deemed to have been
nominated by
a Board composed of persons described in clause (i);
(c) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, unless, following
such
reorganization, merger or consolidation, all or substantially
all of
the individuals and entities who were the respective beneficial
owners
of the Outstanding Common Stock and Company Voting
Securities
immediately prior to such reorganization, merger or
consolidation,
following such reorganization, merger or consolidation
beneficially
own, directly or indirectly, more than seventy five (75%)
of,
respectively, the then outstanding shares of common stock and
the
combined voting power of the then outstanding voting
securities
entitled to vote generally in the election of directors or
trustees, as
the case may be, of the entity resulting from such
reorganization,
merger or consolidation in substantially the same proportion as
their
ownership of the Outstanding Common Stock and Company Voting
Securities
immediately prior to such reorganization, merger or
consolidation, as
the case may be; or
(d) Approval by the stockholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii) a
sale or
other disposition of all or substantially all the assets of
the
Company.
2.7. CODE means the Internal Revenue Code of 1986, as
amended.
References to a section of the Code shall include that section
and any
comparable section or sections of any future legislation that
amends,
supplements or supersedes said section.
2.8. COMMITTEE means the Committee defined in Section 3.1.
2.9. COMPANY or CORPORATION means Allegheny Technologies
Incorporated,
a Delaware corporation, and its successors.
2.10. COMMON STOCK means Common Stock of the Company, par value
$.10
per share.
2.11. COMPANY VOTING SECURITIES means the combined voting power
of all
outstanding voting securities of the Company entitled to vote
generally in the
election of directors to the Board.
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2.12. DATE OF GRANT means the date designated by the Committee
as the
date as of which it grants an Award, which shall not be earlier
than the date on
which the Committee approves the granting of such Award.
2.13. EFFECTIVE DATE shall have the meaning given to such term
in
Section 1.2.
2.14. EXCHANGE ACT means the Securities Exchange Act of 1934,
as
amended.
2.15. EXERCISE PRICE means, with respect to a Stock Appreciation
Right,
the amount established by the Committee in the Award Agreement
which is to be
subtracted from the Fair Market Value on the date of exercise in
order to
determine the amount of the payment to be made to the
Participant, as further
described in Section 6.2(b).
2.16. FAIR MARKET VALUE means, on any date, the average of the
high and
low quoted sales prices of a share of Common Stock, as reported
on the Composite
Tape for New York Stock Exchange Listed Companies, on such date
or, if there
were no sales on such date, on the last date preceding such date
on which a sale
was reported.
2.17. INCENTIVE STOCK OPTION means a stock option within the
meaning of
Section 422 of the Code.
2.18. MERGER means any merger, reorganization, consolidation,
exchange,
transfer of assets or other transaction having similar effect
involving the
Company.
2.19. NON-QUALIFIED STOCK OPTION means a stock option which is
not an
Incentive Stock Option.
2.20. OPTIONS means all Non-Qualified Stock Options and
Incentive Stock
Options granted at any time under the Plan.
2.21. OUTSTANDING COMMON STOCK means, at any time, the issued
and
outstanding shares of Common Stock.
2.22. PARTICIPANT means a person designated to receive an Award
under
the Plan in accordance with Section 5.1.
2.23. PERFORMANCE AWARDS means Awards granted in accordance
with
Article VIII.
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2.24. PERFORMANCE GOALS means operating income, operating
profit
(earnings from continuing operations before interest and taxes),
income before
taxes, earnings per share, return on investment or working
capital, return on
stockholders' equity, economic value added (the amount, if any,
by which net
operating profit after tax exceeds a reference cost of capital),
balanced
scorecard, cash flow, reductions in inventory, inventory turns
and on-time
delivery performance, any one of which may be measured with
respect to the
Company or any one or more of its Subsidiaries or business units
and either in
absolute terms or as compared to another company or companies,
and safety
measures and other quantifiable, objective measures of
individual performance
relevant to the particular individual's job
responsibilities.
2.25. PLAN means the Allegheny Technologies Incorporated 2000
Incentive
Plan as described herein, as the same may be amended from time
to time.
2.26. PRIOR PLAN shall have the meaning given to such term in
Section
1.3.
2.27. PURCHASE PRICE, with respect to Options, shall have the
meaning
set forth in Section 6.1(b).
2.28. RESTORATION OPTION means a Non-Qualified Stock Option
granted
pursuant to Section 6.1(f).
2.29. RESTRICTED SHARES means Common Stock subject to
restrictions
imposed in connection with Awards granted under Article VII.
2.30. RETIREMENT means early or normal retirement under a
pension plan
or arrangement of the Company or one of its Subsidiaries in
which the
Participant participates.
2.31. RULE 16B-3 means Rule 16b-3 promulgated by the Securities
and
Exchange Commission under Section 16 of the Exchange Act, as the
same may be
amended from time to time, and any successor rule.
2.32. STOCK APPRECIATION RIGHTS means Awards granted in
accordance with
Article VI.
2.33. SUBSIDIARY means a subsidiary of the Company within the
meaning
of Section 424(f) of the Code.
2.34. TERMINATION OF EMPLOYMENT means the voluntary or
involuntary
termination of a Participant's employment with the Company or a
Subsidiary for
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any reason, including death, disability, retirement or as the
result of the
divestiture of the Participant's employer or any similar
transaction in which
the Participant's employer ceases to be the Company or one of
its Subsidiaries.
Whether entering military or other government service shall
constitute
Termination of Employment, or whether a Termination of
Employment shall occur as
a result of disability, shall be determined in each case by the
Committee in its
sole discretion.
ARTICLE III.
ADMINISTRATION
3.1. COMMITTEE. The Plan shall be administered by a committee of
the
Board ("Committee") comprised of at least two persons. The
Committee shall have
exclusive and final authority in each determination,
interpretation or other
action affecting the Plan and its Participants. The Committee
shall have the
sole discretionary authority to interpret the Plan, to establish
and modify
administrative rules for the Plan, to impose such conditions and
restrictions on
Awards as it determines appropriate and to cancel Awards
(including those made
pursuant to other plans of the Company), and to take such steps
in connection
with the Plan and Awards granted hereunder as it may deem
necessary or
advisable. The Committee shall not, however, have or exercise
any discretion
that would disqualify amounts payable under Article X as
performance-based
compensation for purposes of Section 162(m) of the Code. The
Committee may
delegate such of its powers and authority under the Plan as it
deems appropriate
to designated officers or employees of the Company. In addition,
the full Board
may exercise any of the powers and authority of the Committee
under the Plan. In
the event of such delegation of authority or exercise of
authority by the Board,
references in the Plan to the Committee shall be deemed to
refer, as
appropriate, to the delegate of the Committee or the Board. The
selection of
members of the Committee or any subcommittee thereof, and any
delegation by the
Committee to designated officers or employees, under this
Section 3.1 shall
comply with Section 16(b) of the Exchange Act, the
performance-based provisions
of Section 162(m) of the Code, and the regulations promulgated
under each of
such statutory provisions, or the respective successors to such
statutory
provisions or regulations, as in effect from time to time,
except to the extent
that the Board determines that such compliance is not necessary
or desirable.
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ARTICLE IV.
SHARES
4.1. NUMBER OF SHARES ISSUABLE. The total number of shares
authorized
to be issued under the Plan shall equal 10% of the outstanding
shares of the
Common Stock as of the Effective Date. If the number of
outstanding shares of
Common Stock is increased after the Effective Date, the total
number of shares
available under the Plan will be increased by 10% of such
increase. The number
of shares available for issuance under the Plan shall be further
subject to
adjustment in accordance with Section 11.7. The shares to be
offered under the
Plan shall be authorized and unissued Common Stock, or issued
Common Stock which
shall have been reacquired by the Company. Of the total number
of shares
authorized for grant under the Plan, the Company may issue no
more than one
million shares as awards of restricted stock, subject to
adjustment in
accordance with Section 11.7.
4.2. SHARES SUBJECT TO TERMINATED AWARDS. Common Stock covered
by any
unexercised portions of terminated Options (including canceled
Options) granted
under Article VI, Common Stock forfeited as provided in Section
7.2(a) and
Common Stock subject to any Awards which are otherwise
surrendered by the
Participant may again be subject to new Awards under the Plan.
Common Stock
subject to Options, or portions thereof, which have been
surrendered in
connection with the exercise of Stock Appreciation Rights shall
not be available
for subsequent Awards under the Plan, but Common Stock issued in
payment of such
Stock Appreciation Rights shall not be charged against the
number of shares of
Common Stock available for the grant of Awards hereunder. Common
Stock covered
by awards granted under the Prior Plan that after the Effective
Date are
terminated unexercised, forfeited or otherwise surrendered shall
be available
for subsequent Awards under this Plan.
ARTICLE V.
PARTICIPATION
5.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be
such
officers and other key employees of the Company and its
Subsidiaries, whether or
not members of the Board, as the Committee, in its sole
discretion, may
designate from time to time. The Committee's designation of a
Participant in any
year shall not require the Committee to designate such person to
receive Awards
or grants in any other year. The designation of a Participant to
receive awards
or grants under one portion of the Plan does not require the
Committee to
include such Participant under other portions of the Plan. The
Committee shall
consider such factors as it
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deems pertinent in selecting Participants and in determining the
type and amount
of their respective Awards. Notwithstanding any provision herein
to the
contrary, the Committee may grant Awards under the Plan, other
than Incentive
Stock Options, to non-employees who, in the judgment of the
Committee, render
significant services to the Company or any of its Subsidiaries,
on such terms
and conditions as the Committee deems appropriate and consistent
with the intent
of the Plan. Subject to adjustment in accordance with Section
11.7, in any
calendar year, no Participant shall be granted Awards in respect
of more than 1
million shares of Common Stock (whether through grants of
Options or Stock
Appreciation Rights or other grants of Common Stock or rights
with respect
thereto) and $5 million in cash; provided, however, that any
Award payable over
a period of more than one year shall be pro-rated over the
applicable period in
determining the amount of the Award granted in any calendar
year.
ARTICLE VI.
STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
6.1. OPTION AWARDS.
(a) GRANT OF OPTIONS. The Committee may grant, to such
Participants as the Committee may select, Options entitling
the
Participant to purchase shares of Common Stock from the Company
in such
number, at such price, and on such terms and subject to such
conditions, not inconsistent with the terms of this Plan, as may
be
established by the Committee. The terms of any Option granted
under
this Plan shall be set forth in an Award Agreement.
(b) PURCHASE PRICE OF OPTIONS. The Purchase Price of each
share of Common Stock which may be purchased upon exercise of
any
Option granted under the Plan shall be determined by the
Committee;
provided, however, that the Purchase Price of the Common
Stock
purchased pursuant to Options designated by the Committee as
Incentive
Stock Options shall be equal to or greater than the Fair Market
Value
on the Date of Grant as required under Section 422 of the
Code.
(c) DESIGNATION OF OPTIONS. Except as otherwise expressly
provided in the Plan, the Committee may designate, at the time
of the
grant of each Option, the Option as an Incentive Stock Option or
a
Non-Qualified Stock Option.
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(d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant
may be granted Incentive Stock Options under the Plan (or any
other
plans of the Company and its Subsidiaries) which would result in
shares
with an aggregate Fair Market Value (measured on the Date of
Grant) of
more than $100,000 first becoming exercisable in any one
calendar year.
(e) RIGHTS AS A STOCKHOLDER. A Participant or a transferee
of
an Option pursuant to Section 11.4 shall have no rights as a
stockholder with respect to Common Stock covered by an Option
until the
Participant or transferee shall have become the holder of record
of any
such shares, and no adjustment shall be made for dividends in
cash or
other property or distributions or other rights with respect to
any
such Common Stock for which the record date is prior to the date
on
which the Participant or a transferee of the Option shall have
become
the holder of record of any such shares covered by the
Option;
provided, however, that Participants are entitled to share
adjustments
to reflect capital changes under Section 11.7.
(f) RESTORATION OPTIONS UPON THE EXERCISE OF A NON-QUALIFIED
STOCK OPTION. In the event that any Participant delivers to
the
Company, or has withheld from the shares otherwise issuable upon
the
exercise of a Non-Qualified Stock Option, shares of Common Stock
in
payment of the Purchase Price of any Non-Qualified Stock Option
granted
hereunder in accordance with Section 6.4, the Committee shall
have the
authority to grant or provide for the automatic grant of a
Restoration
Option to such Participant. The grant of a Restoration Option
shall be
subject to the satisfaction of such conditions or criteria as
the
Committee in its sole discretion shall establish from time to
time. A
Restoration Option shall entitle the holder thereof to purchase
a
number of shares of Common Stock equal to the number of such
shares so
delivered or withheld upon exercise of the original Option and,
in the
discretion of the Committee, the number of shares, if any,
delivered or
withheld to the Company to satisfy any withholding tax
liability
arising in connection with the exercise of the original Option.
A
Restoration Option shall have a per share Purchase Price of not
less
than 100% of the per share Fair Market Value of the Common Stock
on the
date of grant of such Restoration Option, a term not longer than
the
remaining term of the original Option at the time of exercise
thereof,
and such other terms and conditions as the Committee in its
sole
discretion shall determine.
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6.2. STOCK APPRECIATION RIGHTS.
(a) STOCK APPRECIATION RIGHT AWARDS. The Committee is
authorized to grant to any Participant one or more Stock
Appreciation
Rights. Such Stock Appreciation Rights may be granted either
independent of or in tandem with Options granted to the same
Participant. Stock Appreciation Rights granted in tandem with
Options
may be granted simultaneously with, or, in the case of
Non-Qualified
Stock Options, subsequent to, the grant to such Participant of
the
related Option; provided, however, that: (i) any Option covering
any
share of Common Stock shall expire and not be exercisable upon
the
exercise of any Stock Appreciation Right with respect to the
same
share, (ii) any Stock Appreciation Right covering any share of
Common
Stock shall expire and not be exercisable upon the exercise of
any
related Option with respect to the same share, and (iii) an
Option and
Stock Appreciation Right covering the same share of Common Stock
may
not be exercised simultaneously. Upon exercise of a Stock
Appreciation
Right with respect to a share of Common Stock, the Participant
shall be
entitled to receive an amount equal to the excess, if any, of
(A) the
Fair Market Value of a share of Common Stock on the date of
exercise
over (B) the Exercise Price of such Stock Appreciation Right
established in the Award Agreement, which amount shall be
payable as
provided in Section 6.2(c).
(b) EXERCISE PRICE. The Exercise Price established under any
Stock Appreciation Right granted under this Plan shall be
determined by
the Committee, but in the case of Stock Appreciation Rights
granted in
tandem with Options shall not be less than the Purchase Price of
the
related Option. Upon exercise of Stock Appreciation Rights
granted in
tandem with Options, the number of shares subject to exercise
under any
related Option shall automatically be reduced by the number of
shares
of Common Stock represented by the Option or portion thereof
which are
surrendered as a result of the exercise of such Stock
Appreciation
Rights.
(c) PAYMENT OF INCREMENTAL VALUE. Any payment which may
become
due from the Company by reason of a Participant's exercise of a
Stock
Appreciation Right may be paid to the Participant as determined
by the
Committee (i) all in cash, (ii) all in Common Stock, or (iii) in
any
combination of cash and Common Stock. In the event that all or
a
portion of the payment is made in Common Stock, the number of
shares of
Common
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Stock delivered in satisfaction of such payment shall be
determined by
dividing the amount of such payment or portion thereof by the
Fair
Market Value on the Exercise Date. No fractional share of Common
Stock
shall be issued to make any payment in respect of St
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