ALLEGHENY TECHNOLOGIES
INCORPORATED
ADMINISTRATIVE RULES FOR
THE
NON-EMPLOYEE DIRECTOR RESTRICTED
STOCK PROGRAM
Effective as of May 2,
2007
As Amended through August 1, 2008
Article I. Adoption and Purpose of the
Program
1.01
Adoption. These administrative rules were initially adopted
and subsequently amended by the Nominating and Governance Committee
of the Board of Directors as a part of the Allegheny Technologies
Incorporated 2007 Incentive Plan (the “Plan”) pursuant
to the authority reserved in Section 3.1 of the Plan. This
Non-Employee Director Restricted Stock Program (the
“Non-Employee Director Restricted Stock Program”) is
part of the Non-Employee Director Compensation Program, as adopted
by the Board of Directors on December 15, 2006 and effective
January 1, 2007, as amended August 1, 2008 and as may be
further amended from time to time (the “Non-Employee Director
Compensation Program”) and shall be the guidelines for making
certain automatic grants of Restricted Stock under Article VII
of the Plan and administering the grants once made.
1.02
Purpose. The purposes of the Non-Employee Director
Restricted Stock Program are (i) to assist the Company in
retaining non-employee Directors of the Company who will contribute
independent judgment and business experience to the success of the
Company, (ii) to provide a means of encouraging non-employee
Directors to acquire and hold shares of Company Common Stock and
(iii) provide an opportunity to non-employee Directors to
share in the growth of the Company achieved during their respective
tenures as Directors.
For purposes of
these administrative rules, the capitalized terms set forth below
shall have the following meanings. Capitalized terms used but not
defined in these administrative rules shall have the same meanings
as in the Plan.
2.01 Award
Agreement means a written agreement between the Company and a
Participant or a written acknowledgment from the Company
specifically setting forth the terms and conditions of a Restricted
Stock Award granted to a Participant pursuant to Article VI of
these administrative rules, which terms and conditions may be set
forth by incorporation of these administrative rules.
2.02 Board
means the Board of Directors of the Company.
2.03 Business
Day means any day on which the New York Stock Exchange shall be
open for trading.
2.04 Cause
means a determination by the Committee that a Participant has
engaged in conduct that is dishonest or illegal, involves moral
turpitude or jeopardizes the Company’s right to operate its
business in the manner in which it is now operated.
2.05 Change in
Control means any of the events set forth below:
(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; or
(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 election 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 the Board at a time when at least two-thirds of the
members of the Board were persons described in 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); or
(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 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 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 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.
2.06
Committee means the Nominating and Governance Committee of
the Board.
2.07
Company means Allegheny Technologies Incorporated, a
Delaware corporation, and its successors.
2.08 Company
Voting Securities means the combined voting power of all
outstanding voting securities of the Company entitled to vote
generally in the election of the Board.
2.09 Date of
Grant means the Business Day as of which a Restricted Stock
Award is granted in accordance with Article VI of these
administrative rules.
2.10
Disability means that the Participant is unable to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve months or is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve months, receiving income replacement
benefits for a period of not less than three months under an
accident and health plan covering employees of the
Company.
2.11 Effective
Date means May 2, 2007, upon approval by the stockholders
of the Company of the Plan.
2.12 Exchange
Act means the Securities Exchange Act of 1934, as
amended.
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2.13 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 the 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.
2.14
Non-Employee Director Compensation Program shall have the
meaning set forth in Section 1.01 of these administrative
rules.
2.15
Non-Employee Director Restricted Stock Program shall have
the meaning set forth in Section 1.01 of these administrative
rules.
2.16
Outstanding Stock means, at any time, the issued and
outstanding Common Stock.
2.17
Participant means all persons elected and qualified as
non-employee Directors eligible to participate in and receive
Restricted Stock Awards under Articles V and VI of these
administrative rules.
2.18 Plan
means the Allegheny Technologies Incorporated 2007 Incentive Plan,
as may be amended from time to time.
2.19
Retirement means a cessation of membership on the
Company’s Board of Directors for reasons other than Cause
with the consent of the Board after rendering no less than one term
of service as a non-employee Director.
2.20 Restricted
Period means absent a different period set forth by the
Committee with respect to a Restricted Stock Award, the period
beginning on the Date of Grant and ending on the third anniversary
of the Date of Grant.
2.21 Restricted
Stock means shares of Common Stock subject to the restrictions
set forth in these administrative rules or in an Award
Agreement.
2.22 Restricted
Stock Award means a grant of Restricted Stock under
Article VI of these administrative rules.
2.23 Common
Stock means Common Stock, par value $0.10 per share, of the
Company.
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