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EXHIBIT 10.3
FORM OF
RESTRICTED STOCK AGREEMENT
This
Restricted Stock Agreement (the "Agreement") made as of the 24th
day
of February, 2005 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 $$22.895 (which is the
average of the high and low sales
prices of the Common Stock on the New York
Stock Exchange on February 24, 2005)]
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).
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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 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) February 24, 2010 if
the Employee is an employee of the
Corporation on February 24, 2010, 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 2007
fiscal year as it may be determined that
the Performance Criteria
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has been attained and (ii) with respect to
half of the Restricted Shares, as
soon after the completion of the audit of
the Corporation for the 2007 fiscal
year as it may be determined that the
Performance Criteria have been att
