FORM OF
PERFORMANCE/RESTRICTED STOCK AGREEMENT
This
Performance/Restricted Stock Agreement (the
“Agreement”) made as of the 22nd day of February, 2006
by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware
corporation (the “Corporation”) and
WHEREAS, the
Corporation sponsors and maintains the Allegheny Technologies
Incorporated Stock 2000 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 shares of the common stock of the Corporation, $0.10 par
value per share (“Common Stock”), [equal to
(i) the applicable base salary times ___% (ii) divided by
$51.55 (which is the average of the high and low sales prices of
the Common Stock on the New York Stock Exchange on
February 22, 2006)] under the Incentive Plan subject to the
terms and conditions set forth in this Restricted Stock Agreement
(together with any increases for dividends paid in accordance with
Paragraph 2(d) or adjustments as provided in Paragraph 8,
below, the “Shares Subject to
Restrictions”);
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 not be paid to the Employee and, instead,
shall be converted into additional shares of Restricted Stock at
the price at which shares of common stock of the Corporation are
purchased under the Corporation’s outstanding dividend
reinvestment program and on the date such purchases are made and
such shares of Restricted Stock shall be additions to the Shares
subject to the Restrictions hereunder, provided, however,
the Personnel and Compensation Committee of the Board of Directors
may, in its sole discretion, determine at any time or from time to
time, to pay such dividends in cash directly to the
Employee.
2
(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 22, 2011 if the Employee is an employee of the
Corporation on February 22, 2011, 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 2008
fiscal year as it may be determined that the Performance
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