Exhibit 10.2
ALCOA INC.
STOCK OPTION AWARD
CERTIFICATE
Alcoa Inc. (the
“Company”) has on [DATE] granted to
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[NAME]
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[EMPLOYEE ID
NUMBER]
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(Name)
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(EMPLOYEE ID)
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(“Participant”), the
option to purchase [NUMBER] shares of common stock of the Company
at the option grant price of
$[ ]
per share, based upon the following terms:
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1.
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This Stock
Option Award is granted under the provisions of the 2009 Alcoa
Stock Incentive Plan, as last amended prior to the date above (the
“Plan”), and is subject to the provisions of the Plan
and the applicable Terms and Conditions for the grant (the
“Governing Documents”).
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2.
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This Stock
Option Award vests on [DATE or DATES], if the Participant is still
an active employee of the Company or any of its controlled
subsidiaries or affiliates, subject to the further provisions set
forth in the Governing Documents.
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3.
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This stock
option grant expires six years after the date of the grant, unless
earlier terminated under the terms of the Governing
Documents.
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ALCOA INC.
TERMS AND CONDITIONS FOR STOCK
OPTION AWARDS
Effective May 8,
2009
These terms and conditions are
authorized by the Compensation and Benefits Committee of the Board
of Directors. They are deemed to be incorporated into and form a
part of every stock option awarded under the 2009 Alcoa Stock
Incentive Plan, as last amended prior to the grant (the
“Plan”) on or after May 8, 2009, unless the Award
certificate provides otherwise.
Terms that are defined in the Plan
have the same meanings in these terms and conditions, except that
Alcoa or Company means Alcoa Inc. or any of its controlled
subsidiaries or affiliates.
General Terms and
Conditions
1. Stock Option awards are subject
to the terms and conditions set forth in the Award certificate, the
provisions of the Plan and the provisions of these terms and
conditions.
2. The grant price of a stock option
is 100% of the Fair Market Value per Share on the date of grant,
unless the Award certificate specifies a higher grant
price.
3. “Fair Market Value”
per Share on any given date is the closing price per Share on that
date as reported on the New York Stock Exchange or other stock
exchange on which the Shares principally trade. If the New York
Stock Exchange or such other exchange is not open for business on
the date Fair Market Value is being determined, the closing price
as reported for the next business day on which that exchange is
open for business will be used.
4. The expiration date of a Stock
Option is six years after the date of grant, unless the Committee
establishes a different expiration date in accordance with the
Plan.
Vesting and
Exercisability
5. Stock Options vest as to
one-third of the Award on the first anniversary of the grant date,
as to one-third of the Award on the second anniversary of the grant
date and as to one-third of the Award on the third anniversary of
the grant date, unless the Committee establishes another date for
vesting with respect to all or a portion of the Award, in
accordance with the Plan.
6. Except as provided in paragraph
8, once vested, a Stock Option may be exercised until its
expiration date, as long as the Participant remains an active
employee of the Company.
7. Except as provided in paragraph
8:
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as a condition to exercise of a
Stock Option, a Participant must remain an Alcoa employee actively
at work until the date the option vests, and if a Stock Option
vests as to some but not all Shares covered by the Award, the
Participant must be an active employee on the date the relevant
portion of the Award vests; and
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if the Participant’s
employment with Alcoa terminates prior to the vesting date of the
Stock Option (or relevant option portion), the Stock Option (or
relevant option portion) is forfeited and is automatically
canceled.
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8. The following are exceptions to
the vesting and exercisability rules:
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Death : a Stock Option held by a Participant who dies
while an employee vests immediately but cannot be exercised until
the original vesting date and must be exercised by a legal
representative or beneficiary on the earlier of five years from the
date of death or the original expiration date of the Stock
Option.
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Change in Control
: a Stock Option vests and becomes
exercisable immediately upon certain Change in Control events
described in the Plan.
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Retirement
: a Stock Option held by a
Participant who retires at least 6 months after the grant date
under a Company or government retirement plan in which the
Participant is eligible for an immediate payment of a retirement
benefit, is not forfeited. Any unvested portion of the Stock Option
vests in accordance with the original vesting schedule of the grant
and any vested portion of the Stock Option will remain exercisable
until the original expiration date of the Stock Option.
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Divestiture
: if a Stock Option is held by a
Participant identified by the Company to be terminated from
employment with the Company as a result of a divestiture of a
business or a portion of a business of the Company and the
Participant either becomes an employee of (or is leased or seconded
to) the entity acquiring the business on the date of the closing,
or the Participant is not offered employment with the entity
acquiring the business and is terminated by the Company within 90
days of the closing of the sale, then, at the discretion of the
Chief Executive Officer of Alcoa Inc.:
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Any unvested portion of the Stock
Option will continue to vest under the original vesting schedule
and once vested, will be exercisable on the earlier of the original
expiration date of the Stock Option or two years from the date the
Participant’s employment with the Company has been
terminated; and
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Any vested portion of the Stock
Option will remain exercisable on the earlier of the original
expiration date of the Stock Option or two years from the date the
Participant’s employment with the Company has been
terminated.
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For purposes of this paragraph,
employment by “the entity acquiring the business”
includes employment by a subsidiary or af
