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EXHIBIT 10.3
FORM OF RESTRICTED STOCK AGREEMENT
This
Restricted Stock Agreement (the "Agreement") made as of the 11th
day
of March, 2004 by and between ALLEGHENY
TECHNOLOGIES INCORPORATED, a Delaware
corporation (the "Corporation") and
___________________ (the "Employee").
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
the Employee an aggregate of _______
shares of restricted 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 $11.385 (which is
the average of the high and low
sales prices of the Common Stock on the New
York Stock Exchange on March 11,
2004)] 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 "Restricted Shares");
WHEREAS,
half of the Restricted Shares are subject to the Corporation's
attainment of the performance requirements
set forth in Paragraph 3(a) (the
"Performance Criteria"); and half of the
Restricted Shares 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 Restricted Shares 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 Restricted
Shares. The Corporation hereby grants to the
Employee, as of the date first written
above, the Restricted Shares 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 Restricted
Shares (including in such power any
increases or adjustments to the Restricted
Shares). As soon as practicable after the
Date of Grant, the Corporation shall
direct that the Restricted Shares be
registered in the name of and issued to the
Employee and initially bearing the legend
described in Paragraph 6. The
Restricted Shares and any certificate or
certificates representing the
Restricted Shares shall be held in the
custody of the Corporation or
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its designee until the expiration of the
applicable Restrictions. Upon any
forfeiture in accordance with Paragraph 4
of the Restricted Shares, the
forfeited shares and any certificate or
certificates representing the forfeited
Restricted Shares shall be canceled.
2.
Restrictions. Employee shall have all rights and privileges of
a
stockholder of the Corporation with respect
to the Restricted Shares, except
that the following restrictions shall
apply:
(a) None
of the Restricted Shares 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
Restricted Shares are subject to forfeiture during the
Restriction
Period in
accordance with Paragraph 4 of this Agreement.
(c) The
Restricted Shares and any certificate representing the
Restricted
Shares
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 Restricted Shares 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.
3. Term of
Restriction.
(a)
Subject to the forfeiture provisions of Paragraph 4 of this
Agreement,
the Restrictions shall lapse (i) with
respect to half of the Restricted Shares
on the earlier of (x) January 1, 2009 if
the Employee is an employee of the
Corporation on January 1, 2009, unless the
Employee's cessation of employment
was due to the Employee's death, disability
or Retirement (as defined below), or
(y) the attainment of the Performance
Criteria and (ii) with respect to half of
the Restricted Shares, the attainment of
the Performance Criteria. With respect
to the half of the Restricted Shares
subject to the Performance Criteria, if the
Corporation does not attain the Performance
Cr
