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EXHIBIT 10.6
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,
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
any reason, including death, disability,
retirement or as the result of the
divestiture
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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 Stock Appreciation Rights; if
any
fra
