Exhibit 10.1
INCENTIVE COMPENSATION
PLAN
OF
ALCOA INC.
(Revised September 15,
2006)
Except as provided in Article IV,
this Incentive Compensation Plan, revised September 15, 2006,
replaces and supersedes the Incentive Compensation Plan revised
January 1, 1993.
ARTICLE I - DEFINITIONS
For the purposes of this Incentive
Compensation Plan (“Plan”), unless a different meaning
is clearly required by the context:
AWARD YEAR means any calendar year
for which awards are made to eligible employees.
BOARD means the Board of Directors
of the Company, and includes the Executive Committee or any other
duly authorized committee thereof when acting in lieu thereof
and/or pursuant to authority delegated thereby.
BOARD COMMITTEE means the
Compensation and Benefits Committee of the Board of Directors or
such other committee selected by the Board of Directors comprised
solely of independent directors.
COMMITTEE means the Incentive
Compensation Committee and, with respect to awards for officers of
the Company, the Compensation and Benefits Committee of the
Board.
COMPANY means Alcoa Inc. and any
successor thereto.
DEFERRED COMPENSATION PLAN means the
Company’s Deferred Compensation Plans as amended from time to
time.
DISABILITY means a mental or
physical condition preventing the employee from performing his
position satisfactorily, where a qualified physician designated by
the Committee certifies that, in his opinion, the employee’s
state of health is such that he should not be burdened with the
responsibilities of his position even though he is not totally or
permanently disabled.
ELIGIBLE EMPLOYEE has the meaning
set forth in Article II, Section 2.
RETIREMENT means
(a) termination of employment in which there is a right to
immediate payment of a pension benefit under the provisions of any
retirement plan or arrangement of the Company or a Subsidiary; or
(b) termination of employment upon or after attaining age 65
regardless of pension eligibility.
SUBSIDIARY means any corporation in
which the Company owns, directly or indirectly, stock possessing
50% or more of the total combined voting power of all classes of
stock of 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 Company.
ARTICLE II -
PARTICIPATION
SECTION 1. Purpose . The
purpose of the Plan is to provide annual cash incentive
compensation for Eligible Employees if performance metrics for
financial and non-financial performance established by the
Committee from time to time are achieved. The Committee reserves
the right to make adjustments to awards to reflect individual
performance.
SECTION 2. Eligibility .
Officers and other key employees of the Company and its
Subsidiaries who have, in the sole judgment of the Committee,
contributed to the management, growth, and success of some part or
all of the business of those companies shall be eligible for awards
under the Plan (referred to as “Eligible
Employees”).
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SECTION 3. Limits on awards .
The aggregate amount of awards for any Award Year shall not exceed
an amount determined by or in accordance with a procedure specified
by the Board Committee. All awards shall be granted in accordance
with guidelines approved from time to time by the Board Committee
and any exceptions to the guidelines require the approval of the
Board Committee.
ARTICLE III - AWARDS
SECTION 1. Determination .
For each Award Year, the Committee shall make awards to such
Eligible Employees in such individual amounts as it deems
appropriate under the circumstances, taking into account individual
performance and the financial and non-financial performance metrics
established by the Committee for the Award Year.
SECTION 2. Cash awards .
Except as otherwise determined by the Committee and except for
awards or portions of awards which may be deferred, each award
shall be paid in cash at a time determined by the Board Committee
as soon as practicable following the Award Year, but in any event
no later than March 15 of the year following the Award Year.
Cash payment of awards shall be made from the general funds of the
Company. In its discretion, the Company may establish one or more
trusts or special funds from which awards may be paid.
SECTION 3. Deferred awards .
Eligible Employees who are also eligible to participate in the
Deferred Compensation Plan may defer all or part of their awards
under this Plan in a
