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EXHIBIT 10.26
AK STEEL HOLDING
CORPORATION
STOCK INCENTIVE
PLAN
PERFORMANCE SHARE AWARD
AGREEMENT
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Recipient:
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Date of
Award: /
/
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Target Number of Performance Shares subject to
this Award (“Target”):
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1.
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AK Steel
Holding Corporation (“AKS”) hereby grants Recipient
this Performance Share Award (“Award”) which represents
Recipient’s right to earn and receive shares of AKS common
stock (“Performance Shares”) depending on AKS’s
level of achievement of certain Performance Goals during the
Performance Period as set forth herein. This Award is subject to
the terms and conditions of the AK Steel Holding Corporation Stock
Incentive Plan (as amended and restated as of January 20, 2005)
(“Plan”) and is contingent upon approval of the Plan
and the award by AKS shareholders. Recipient acknowledges receipt
of a copy of the Plan as in effect on the date of this Award and
agrees that the Plan, as it may hereafter be amended, is
incorporated herein by this reference.
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2.
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As set forth
below, this Award grants Recipient the opportunity to earn
Performance Shares based on the Threshold, Target, and Maximum
percentages in the first column of the Performance Matrix set forth
below. The Threshold, Target, and Maximum percentages correspond to
AKS’s level of achievement during the Performance Period of
the Performance Goals in the second and third columns. Each of the
Performance Goals shall apply separately to 50% of the Performance
Shares subject to this Award.
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Performance Period:
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1/1/05 through
12/31/07
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Performance Goals:
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Total Shareholder Return
(“TSR”)*
Relative to S&P 400 Midcap
Index; and
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Compounded Annual Growth Rate
(“CAGR”) of Price Per
Share
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Performance Matrix:
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Performance Shares
Earned
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AKS TSR Relative to S&P
400 Midcap Index
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AKS Stock
Price†
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