[Senior Executive and Manager
Grants]
Restricted
Stock Award Agreement
Under the 2006 Equity and Performance
Incentive Plan
Kaiser Aluminum
Corporation
Kaiser
Aluminum Corporation
2006 Equity and Performance Incentive Plan
Restricted Stock Award Agreement
You have been
selected to receive a grant of Restricted Stock pursuant to the
Kaiser Aluminum Corporation 2006 Equity and Performance Incentive
Plan (the “Plan”), as specified below:
Number of
Shares of Restricted Stock Granted :
Purchase
Price: $
per share of Restricted Stock
Lapse of
Restriction Date : Restrictions placed on the shares of
Restricted Stock shall lapse on the date and in the amount listed
below:
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Date on
Which
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Number of
Shares for
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Cumulative
Number of Shares
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Restrictions
Lapse
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Which
Restrictions Lapse
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for Which
Restrictions Lapse
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THIS RESTRICTED
STOCK AWARD AGREEMENT, effective as of the Date of Grant set forth
above (this “Agreement”), represents the grant of
Restricted Stock by Kaiser Aluminum Corporation, a Delaware
corporation (the “Company”), to the Participant named
above, pursuant to the provisions of the Plan.
The Plan provides
a complete description of the terms and conditions governing the
Restricted Stock. If there is any inconsistency between the terms
of this Agreement and the terms of the Plan, the Plan’s terms
shall completely supersede and replace the conflicting terms of
this Agreement. All capitalized terms shall have the meanings
ascribed to them in the Plan, unless specifically set forth
otherwise herein. The parties hereto agree as follows:
1. Employment with the Company . Except as may
otherwise be provided in Sections 5 or 6 of this Agreement,
the shares of Restricted Stock granted hereunder are granted on the
condition that the Participant remains an Employee of the Company
from the Date of Grant through (and including) the “Date on
which Restrictions Lapse” set forth in the table above
opposite such number of shares of Restricted Stock (such applicable
periods each being referred to herein as a “Period of
Restriction”).
This grant of
Restricted Stock shall not confer any right to the Participant (or
any other Participant) to be granted Restricted Stock or other
Awards in the future under the Plan.
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2. Certificate Legend . Each certificate representing,
or book entry account maintaining, shares of Restricted Stock
granted pursuant to the Plan shall bear the following
legend:
“The sale
or other transfer of the shares of common stock represented by this
certificate, whether voluntary, involuntary or by operation of law,
is subject to certain restrictions on transfer as set forth in the
Kaiser Aluminum Corporation 2006 Equity and Performance Incentive
Plan (the “Plan”), and in the associated Restricted
Stock Award Agreement. A copy of the Plan and such Restricted Stock
Award Agreement may be obtained from Kaiser Aluminum
Corporation.”
3. Receipt and Delivery of Stock; Removal of
Restrictions .
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(a)
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The
Participant waives receipt from the Company of a certificate or
certificates representing the shares of Restricted Stock granted
hereunder, registered in the Participant’s name and bearing a
legend evidencing the restrictions imposed on such shares of
Restricted Stock by this Agreement. The Participant acknowledges
and agrees that the Company shall retain custody of such
certificate or certificates until the restrictions imposed by this
Agreement on the shares of Restricted Stock granted hereunder
lapse. The Participant acknowledges and agrees that, alternatively,
the shares of Restricted Stock granted hereunder may be maintained
in book-entry form with instructions from the Company to the
Company’s transfer agent that such shares shall remain
restricted until the restrictions imposed by this Agreement on such
shares lapse. The Participant will provide the Company a duly
signed stock power in such form as may be requested by the
Company.
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(b)
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Except as may otherwise be provided
herein and in the Plan, the shares of Restricted Stock granted
pursuant to this Agreement shall become freely transferable by the
Participant on the date and in the amount set forth under the Lapse
of Restriction Dates above, subject to all restrictions on
transfers imposed by the Company’s certificate of
incorporation, bylaws or insider trading policies as in effect from
time to time or by applicable federal or state securities laws.
Once shares of Restricted Stock granted pursuant to this Agreement
are no longer subject to any restrictions on transfer under this
Agreement or the Plan, the Participant shall be entitled to have
the legend required by Section 2 of this Agreement removed
from the applicable stock certificates or book-entry
account.
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4. Voting
Rights and Dividends . During a Period of Restriction, the
Participant may exercise full voting rights and shall receive all
dividends and other distributions paid with respect to the shares
of Restricted Stock held by the Participant; provided, however,
that if any such dividends or distributions are paid in shares of
the Company’s capital stock, such shares shall be subject to
the same restrictions on transferability as are the shares of
Restricted Stock with respect to which they were paid.
5. Termination of Employment .
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(a)
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By Death . In the event the Participant
ceases to be an Employee of the Company by reason of death during a
Period of Restriction, all shares of Restricted Stock held
by
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the Participant
at the time of death shall no longer be subject to the Period of
Restriction and shall become freely transferable (subject, however,
to all restrictions on transfer imposed by the Company’s
certificate of incorporation or bylaws or by applicable federal or
state securities laws) by such Person or Persons as shall have been
named as the Participant’s beneficiary, or by such Persons
that have acquired the Participant’s rights under the shares
of Restricted Stock by will or the laws of descent and
distribution. Once the shares of Restricted Stock are no longer
subject to any restrictions on transfer under this Agreement or the
Plan, the Person holding such shares shall be entitled to have the
legend required by Section 2 of this Agreement removed from
the applicable stock certificates or book-entry account.
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(b)
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By Disability
. In the event the
Participant ceases to be an Employee of the Company by reason of
Disability (as defined in this Section 5(b)) during a Period
of Restriction, all shares of Restricted Stock held by the
Participant at the time of employment termination shall no longer
be subject to the Period of Restriction and shall become freely
transferable (subject, however, to all restrictions on transfer
imposed by the Company’s certificate of incorporation or
bylaws or by applicable federal or state securities laws) by the
Participant. Once shares of Restricted Stock are no longer subject
to any restrictions on transfer under this Agreement or the Plan,
the Person holding such shares shall be entitled to have the legend
required by Section 2 of this Agreement removed from the
applicable stock certificates or book-entry account.
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“Disability” shall be
defined as a total and permanent disability as a result of bodily
injury, disease or mental disorder which results in the
Participant’s entitlement to long-term disability benefits
under the Kaiser Aluminum Self-Insured Welfare Plan or the Kaiser
Aluminum Salaried Employees Retirement Plan.
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(c)
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Involuntary Termination Other Than
For Cause or Detrimental Activity; Termination For Good
Reason . In
the event the Participant ceases to be an Employee of the Company
because either (i) the Company or any of its Subsidiaries
terminates such employment for any reason other than in a
termination for Cause or other Detrimental Activity or
(ii) the Participant terminates his or her employment for Good
Reason, all shares of Restricted Stock held by the Participant at
the time of employment termination shall no longer be subject to
the Period of Restriction and shall become freely transferable
(subject, however, to all restrictions on transfer imposed by the
Company’s certificate of incorporation or bylaws or by
applicable federal or state securities laws) by the Participant.
Once shares of Restricted Stock are no longer subject to any
restrictions on transfer under this Agreement or the Plan, the
Person holding such shares shall be entitled to have the legend
required by Section 2 of this Agreement removed from the
applicable stock certificates or book-entry account.
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(d)
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For Other Reasons
. In the event the
Participant ceases to be an Employee of the Company for any reason
other than the reasons set forth in Section 5(a), 5(b) or 5(c)
of this Agreement during a Period of Restriction, all shares of
Restricted Stock held by the Participant at the time of employment
termination and still subject to the
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restrictions on
transfer pursuant to Section 7 of this Agreement shall be
forfeited by the Participant to the Company. Upon forfeiture of the
Restricted Stock, the Company shall have the right, at the sole
discretion of the Committee, to vest all or any portion of the
Restricted Stock grant held by the Participant.
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6. Change
in Control . Notwithstanding anything to the contrary in this
Agreement, in the event of a Change in Control of the Company
during a Period of Restriction and prior to the Participant ceasing
to be an Employee of the Company, the Period of Restriction shall
immediately lapse, with all such shares of Restricted Stock vesting
and becoming freely transferable by the Participant, subject to
restrictions on transfers imposed by the Company’s
certificate of incorporation, bylaws or insider trading policies as
in effect from time to time or by applicable federal or state
securities laws.
7. Restrictions on Transfer . Unless otherwise
determined by the Committee in accordance with the Plan, during the
applicable Period of Restriction, shares of Restricted Stock
granted pursuant to this Agreement may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated (a
“Transfer”), other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations
order. If, during a Period of Restriction, any Transfer, whether
voluntary or involuntary, of shares of Restricted Stock is made
other than in accordance with this Agreement or the Plan, or if any
attachment, execution, garnishment or lien shall be issued against
or placed upon the shares of Restricted Stock, the
Participant’s right to such shares of Restricted Stock shall
be immediately forfeited by the Participant to the Company, and all
obligations of the Company under this Agreement shall
terminate.
8. Detrimental Activity . If the Participant, either
during employment by the Company or a Subsidiary or within one
(1) year after termination of such employment, shall engage in
any Detrimental Activity, and the Committee shall so find,
forthwith upon notice of such finding, the Participant
shall:
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(a)
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Forfeit any shares of Restricted
Stock then held by the Participant;
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(b)
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Return to the Company, in exchange
for payment by the Company of any cash amount actually paid
therefor by the Participant (unless such payment is prohibited by
law), all Common Shares that the Participant has not disposed of
that were offered pursuant to the Plan within one (1) year
prior to the date of the commencement of such Detrimental Activity;
and
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(c)
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With respect to any Common Shares so
acquired that the Participant has disposed of, pay to the Company
in cash the difference between:
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(i)
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any
cash amount actually paid therefor by the Participant pursuant to
the Plan, and
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(ii)
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the
Market Value per Share of the Common Shares on the
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