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Exhibit
10(k)(1)
INCENTIVE COMPENSATION
PLAN
OF
ALCOA INC.
(Revised November 8,
2007)
Except as provided in Article
IV, this Incentive Compensation Plan, revised November 8,
2007, replaces and supersedes the Incentive Compensation Plan
revised September 15, 2006.
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 accordance with
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