PERFORMANCE/RESTRICTED
STOCK AGREEMENT
This
Performance/Restricted Stock Agreement (the
“Agreement”) made as of the 18 th
day of
February, 2009 by and between ALLEGHENY TECHNOLOGIES INCORPORATED,
a Delaware corporation (the “Corporation”) and [NAME]
(“the Employee”).
WHEREAS,
the Corporation sponsors and maintains the Allegheny Technologies
Incorporated Stock 2007 Incentive Plan (the “Incentive
Plan”);
WHEREAS,
the Corporation desires to encourage the Employee to remain an
employee of the Corporation and, during such employment, to
contribute substantially to the financial performance of the
Corporation and, to provide that incentive, the Corporation has
awarded, subject to the performance and employment restrictions
described herein, the Employee an aggregate of
shares of the common stock of the Corporation, $0.10 par value per
share (“Common Stock”);
WHEREAS,
half of the Shares Subject to Restrictions are subject to the
Corporation’s attainment of the performance requirements set
forth in Paragraph 3(a) (the “Performance Criteria”);
and half of the Shares Subject to Restrictions are subject to the
Employee’s remaining an Employee (except in instances of
death, disability or Retirement as described below) during the
Restriction Period set forth in Paragraph 3(b), subject to
accelerated termination of the Restriction in the event of
attainment of the Performance Criteria; and
WHEREAS,
the Corporation and the Employee desire to evidence the award of
the Shares Subject to Restrictions and the terms and conditions
applicable thereto in this Restricted Stock Agreement.
NOW
THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound, the Corporation
and the Employee agree as follows:
1.
Grant of Shares Subject to Restrictions . The Corporation
hereby grants to the Employee, as of the date first written above,
the Shares Subject to Restrictions subject to the restrictions and
other terms and conditions set forth herein. Simultaneously with
the execution and delivery of this Agreement, the Employee shall
deliver to the Corporation a stock power endorsed in blank relating
to the Shares Subject to Restrictions (including in such power any
increases or adjustments to the Shares Subject to Restrictions). As
soon as practicable after the Date of Grant, the Corporation shall
direct that the Shares Subject to Restrictions be registered in the
name of and issued to the Employee and initially bearing the legend
described in Paragraph 5. The Shares Subject to Restrictions and
any certificate or certificates representing the Shares Subject to
Restrictions shall be held in the custody of the Corporation or its
designee until the expiration of the applicable
Restrictions.
Upon any forfeiture in accordance with Paragraph 4 of the
Shares Subject to Restrictions, the forfeited shares and any
certificate or certificates representing the forfeited Shares
Subject to Restrictions shall be canceled.
2.
Restrictions . Employee shall have all rights and privileges
of a stockholder of the Corporation with respect to the Shares
Subject to Restrictions, except that the following restrictions
shall apply:
(a) None
of the Shares Subject to Restrictions may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of during the
“Restriction Period” as defined below, except to the
extent of the Corporation’s earlier attainment of the
Performance Criteria, as defined below.
(b) The
Shares Subject to Restrictions are subject to forfeiture during the
Restriction Period in accordance with Paragraph 4 of this
Agreement.
(c) The
Shares Subject to Restrictions and any certificate representing the
Shares Subject to Restrictions shall be held in custody by the
Corporation or its designee until such time as either the
Performance Criteria are attained or the Restriction Period shall
have been completed.
(d) Dividends
paid with respect to the Shares Subject to Restrictions during the
Restriction Period shall be paid to the Employee.
(a) Subject
to the forfeiture provisions of Paragraph 4 of this Agreement,
the Restrictions shall lapse (i) with respect to half of the
Shares Subject to Restrictions on the earlier of (x)
February 17, 2014 if the Employee is an employee of the
Corporation on February 17, 2014, unless the Employee’s
cessation of employment was due to the Employee’s death,
disability or Retirement (as defined below), or (y) as soon
after the completion of the audit of the Corporation for the 2011
fiscal year as it may be determined that the Performance Criteria
have been attained and (ii) with respect to half of the Shares
Subject to Restrictions, as soon after the completion of the audit
of the Corporation for the 2011 fiscal year as it may be determined
that the Performance Criteria have been. With respect to the half
of the Shares Subject to Restrictions subject only to the
Performance Criteria, if the Corporation does not attain the
Performance Criteria on or before the three year measurement period
ending December 31, 2011, such half of the Shares Subject to
Restrictions shall be forfeited immediately upon the completion of
that three-year measurement period.
(b) For
purposes of this Agreement, the “Performance Criteria”
shall mean that the net income of the Corporation, measured under
GAAP, s
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