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EXHIBIT 10.12
FORM OF AGREEMENT
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (the "Agreement") made this 15th
day of
May, 2003 by and among ALLEGHENY
TECHNOLOGIES INCORPORATED, a Delaware
corporation (the "Corporation") and
__________ (the "Executive").
WHEREAS, the Corporation sponsors and maintains the Allegheny
Technologies Incorporated Stock 2000
Incentive Plan (the "Incentive Plan");
WHEREAS, on March 12, 2003, the Corporation awarded to the
Executive
_____ shares of restricted shares of the
common stock of the Corporation, $0.10
par value per share, under the Incentive
Plan subject to the terms and
conditions set forth in this Restricted
Stock Agreement (the "Restricted
Shares"); and
WHEREAS, the Corporation and the Executive 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
Executive agree as follows:
1. Grant of Restricted Shares. The Corporation hereby grants to
the
Executive, 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 Executive shall deliver
to the Corporation a stock power endorsed
in blank relating to the Restricted
Shares. As soon as practicable after the
Date of Grant, the Corporation shall
direct that a stock certificate or
certificates representing the Restricted
Shares be registered in the name of and
issued to the Executive. Such
certificate or certificates 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 Restricted Shares, the
certificate or certificates representing
the forfeited Restricted Shares shall
be canceled.
2. Restrictions. Executive 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.
(b) The Restricted Shares are subject to forfeiture during the
Restriction Period in accordance with
Paragraph 4 of this Agreement.
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(c) The certificate representing the Restricted Shares shall be
held in
custody of the Corporation or its designee
until the expiration of the
applicable Restrictions.
(d) Any cash dividends paid with respect to the Restricted Shares
shall
be delivered to the Corporation and applied
to the principal balance of any
outstanding loan taken by the Executive in
connection with the Corporation's
Stock Acquisition and Retention Program
(SARP). If the Executive has more than
one outstanding loan in connection with
SARP, cash dividends first will be
applied to the principal balance on the
oldest of such loans, then to any
outstanding accrued interest on the oldest
of such loans provided that such loan
is in payment status, and then to the
principal balance on the second oldest of
such loans and so on. If no SARP loans are
outstanding, dividends shall be paid
to the Executive. The Executive shall sign
the appropriate document to assign
the cash dividends on the Restricted Shares
to the Corporation.
3. Term of Restriction.
(a) Subject to the forfeiture provisions of Paragraph 4 of this
Agreement, the Restrictions shall lapse
upon the occurrence of the earliest of
(i) March 13, 2008, if the Executive is
then an employee of the Corporation,
(ii) the end of the fiscal year of the
Corporation for which the Corporation
first reports positive earnings on an
earnings per share basis calculated in
accordance with generally accepted
accounting principles or (iii) as provided in
the Incentive Plan, upon death, disability
or retirement of the Executive or
upon a resignation for Good Reason as
defined in Section 4(c) below.
(b) The period from the Date of Grant until the lapse of all of
the
Restrictions with respect to the Restricted
Shares is the "Restriction Period"
for purposes of this Agreement.
(c) As soon as administratively practicable following the lapse of
the
Restrictions without a forfeiture of the
applicable Restricted Shares, and upon
the satisfaction of all other applicable
conditions as to such Restricted
Shares, including, but not limited to, the
payment by the Executive of all
applicable withholding taxes, if any, the
Corporation shall deliver or cause to
be delivered to the Executive a certificate
or certificates for the applicable
Restricted Shares, which shall not be
subject to the transfer restrictions set
forth above.
4. Forfeiture of Restricted Shares.
(a) If Executive's employment with the Corporation or any direct
or
indirect subsidiary of the Corporation is
terminated by the Corporation (or its
subsidiary) for "Cause" or by the Executive
other than for "Good Reasons," (i)
all rights of the Executive to the
Restricted Shares which remain subject to the
Restrictions shall terminate immediately
and be forfeited in their entirety, and
(ii) the stock certificate or certificates
representing
