Restricted
Stock Award Agreement
Under the Amended and Restated 2006
Equity and Performance Incentive Plan
Kaiser Aluminum
Corporation
Kaiser
Aluminum Corporation
Amended and Restated 2006 Equity and
Performance Incentive Plan
Restricted Stock Award Agreement
As a Non-Employee
Director of Kaiser Aluminum Corporation, a Delaware corporation
(the “Company”), you are receiving this grant of
Restricted Stock pursuant to the
Kaiser Aluminum Corporation Amended and Restated 2006
Equity and Performance Incentive Plan (the “Plan”), as
specified below:
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Number of
Shares of Restricted Stock Granted :
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Purchase
Price: $ 0 per share of Restricted Stock
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Lapse of
Restrictions :
Restrictions placed on the shares of Restricted Stock shall lapse
on the dates and in the numbers listed below:
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Date on
Which
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Number of
Shares for
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Restrictions
Lapse
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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 the Company, to the Director named above,
pursuant to the provisions of the Plan.
The Plan provides
a complete description of the terms and conditions governing the
Restricted Stock granted hereunder. 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.
1. Service as a Director of 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 Director remains a Director of
the Company from the Date of Grant set forth above 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”).
1
This grant of
Restricted Stock shall not confer any right to the Director (or any
other Director) to be granted Restricted Stock or other Awards in
the future under the Plan.
2. Certificate Legend . Each certificate representing,
or book-entry account credited with, shares of Restricted Stock
granted hereunder shall bear the following legend:
“The sale
or other transfer of the shares of common stock represented hereby,
whether voluntary, involuntary or by operation of law, is subject
to certain restrictions on transfer as set forth in the Kaiser
Aluminum Corporation Amended and Restated 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
Director waives receipt from the Company of a certificate or
certificates representing the shares of Restricted Stock granted
hereunder, registered in the Director’s name and bearing a
legend evidencing the restrictions imposed on such shares of
Restricted Stock by this Agreement. The Director acknowledges 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
Director acknowledges that, alternatively, the shares of Restricted
Stock granted hereunder may be credited to a book-entry account in
the Director’s name, 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
hereunder shall become freely transferable by the Director on the
dates and in the numbers set forth under “Lapse of
Restrictions” 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 hereunder are no longer subject to any
restrictions on transfer under this Agreement or the Plan, the
Director shall be entitled to have the legend required by
Section 2 of this Agreement removed from the applicable
certificates or book-entry account.
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4. Voting
Rights and Dividends . During a Period of Restriction, the
Director may exercise full voting rights and shall receive all
dividends and other distributions paid with respect to the shares
of Restricted Stock granted hereunder and held by the Director at
the relevant time; 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.
2
5. Termination as a Director .
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(a)
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By Death . In the event the service of the
Director to the Company is terminated by reason of death during a
Period of Restriction, all shares of Restricted Stock granted
hereunder and held by the Director 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 that have been named as
the Director’s beneficiary as contemplated by Section 8
of this Agreement or by such Person or Persons that have acquired
the Director’s rights to such shares of Restricted Stock by
will or the laws of descent and distribution. Once the shares of
Restricted Stock granted hereunder are no longer subject to any
restrictions on transfer under this Agreement or the Plan, the
Person or Persons 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
service of the Director to the Company is terminated by reason of
Disability (as defined in this Section 5(b)) during a Period
of Restriction, all shares of Restricted Stock granted hereunder
and held by the Director 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 Director. Once shares of Restricted Stock
granted hereunder 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 disability as a result of bodily injury, disease or
mental disorder which results in the inability of the Director to
continue to serve as a director of the Company.
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(c)
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For Other Reasons
. In the event the
service of the Director to the Company is terminated for any reason
other than the reasons set forth in Section 5(a) or 5(b) of
this Agreement during a Period of Restriction, all shares of
Restricted Stock granted hereunder and held by the Director at such
time and still subject to the restrictions on transfer pursuant to
Section 7 of this Agreement shall be forfeited by the Director
to the Company. The Company shall have the right, at the sole
discretion of the Board, to vest all or any portion of the
Restricted Stock grant held by the Director that would otherwise be
forfeited.
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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 Director’s termination of service as a Director, the
Period of Restriction shall immediately lapse, with all shares of
Restricted Stock granted hereunder and held by the Director at the
time of such Change in Control of the Company vesting and becoming
freely transferable (subject to restrictions on transfers imposed
by the Company’s certificate of incorporation, bylaws or
insider trading policies as in effect from
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