{"id":38766,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-directors-fee-plan-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-directors-fee-plan-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-directors-fee-plan-alcoa.html","title":{"rendered":"Deferred Directors Fee Plan – Alcoa"},"content":{"rendered":"

ALCOA INC. <\/strong><\/p>\n

2005 DEFERRED FEE PLAN FOR DIRECTORS <\/u><\/strong>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011) <\/em>\n<\/p>\n

ARTICLE I – INTRODUCTION <\/strong><\/p>\n

Alcoa Inc. (the “Company”) has established this 2005 Deferred Fee Plan for
\nDirectors (the “Plan”) to provide non-employee Directors with an opportunity to
\ndefer receipt of fees earned for services as a member of the Company’s Board of
\nDirectors (the “Board”) in 2005 and beyond.<\/p>\n

ARTICLE II – DEFINITIONS <\/strong><\/p>\n

2.1 Definitions<\/u>. The following definitions apply unless the context
\nclearly indicates otherwise:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

Alcoa Stock Fund<\/u><\/p>\n

means the Investment Option established hereunder with reference to the Alcoa
\nStock Fund under the Savings Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Beneficiary<\/u><\/p>\n

means the person or persons designated by a Director under Section 4.1 to
\nreceive any amount payable under Section 5.3.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Chairman<\/u><\/p>\n

means the Chairman of the Board.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Credits<\/u><\/p>\n

means amounts credited to a Director’s Deferred Fee Account, with all
\nInvestment Option units valued by reference to the comparable fund offered under
\nthe Company’s principal savings plan for salaried employees (“Savings Plan”).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Deferred Fee Account<\/u><\/p>\n

means a bookkeeping account established by the Company in the name of a
\nDirector with respect to amounts deferred hereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Director<\/u><\/p>\n

means a non-employee member of the Board who participates in this Plan. Any
\nDirector who is a director or chairman of the board of directors of a subsidiary
\nor affiliate of the Company shall not, by virtue thereof, be deemed to be an
\nemployee of the Company or such subsidiary or affiliate for purposes of
\neligibility under this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

Director Share Ownership Guideline<\/u> means the minimum
\nnumber of shares of Company stock or stock equivalents required to be held by
\neach Director, as established from time to time by the Board. Effective January
\n1, 2011, the Director Share Ownership Guideline for a Director shall be
\n$350,000. A Director is required to invest in Alcoa common stock or defer into
\nthe Alcoa stock fund under this Plan until the value of the investment reaches
\n$350,000. The<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 1 of 6<\/p>\n

\n\n\n\n
<\/td>\n\n

investment will be valued on the first Monday in December of each year and
\nshall be held until retirement from the board of directors of the Company. Until
\nthe Director Share Ownership Guideline is satisfied by a particular Director, he
\nor she is required to defer the Required Deferral Amount (defined below) or
\notherwise use that amount of annual Fees for the purchase of Company stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

Fees<\/u><\/p>\n

means all cash amounts payable to a Director for services rendered as a
\nmember of the Board in 2005 and thereafter that are specifically designated as
\nfees, including, but not limited to, annual and\/or quarterly retainer fees, fees
\n(if any) paid for attending meetings of the Board or any Committee thereof,
\nCommittee Chair fees, Lead Director fees and any per diem fees.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Investment Options<\/u><\/p>\n

means the respective options established hereunder with reference to the
\ncomparable funds under the Savings Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

Required Deferral Amount<\/u><\/p>\n

means 50% of annual Fees, until such time as a Director has satisfied the
\nthen applicable Director Share Ownership Guideline.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

Secretary<\/u><\/p>\n

means the Secretary of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(l)<\/p>\n<\/td>\n

Unforeseen Emergency<\/u><\/p>\n

means a severe financial hardship to the Director resulting from (1) an
\nillness or accident affecting the Director or his or her spouse or dependent;
\n(2) loss of the Director’s property due to casualty; or (3) other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the Director’s control.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE III – DEFERRAL OF COMPENSATION <\/strong><\/p>\n

3.1 Amount of Deferral<\/u>. Beginning January 1, 2005, until a Director
\nowns beneficial shares of Alcoa Stock and\/or has units in the Alcoa Stock Fund
\nat least equal to the then applicable Director Share Ownership Guideline, the
\nDirector will be required to defer at least the Required Deferral Amount in the
\nAlcoa Stock Fund. Beyond that requirement, a Director may elect to defer receipt
\nof all Fees, or of all Fees of one or more types, or a specified portion (in 1%
\nincrements) otherwise payable to him or her.<\/p>\n

3.2 Manner of Electing Deferral<\/u>. A Director may elect, or modify a
\nprior election, to defer the receipt of all or certain Fees by giving written
\nnotice to the Secretary on a form provided by the Company, or in any other
\nmanner that is deemed sufficient from time to time by the Chairman.<\/p>\n

3.3 Annual Elections of Deferral<\/u>. An election to defer Fees shall be
\nmade prior to the beginning of the calendar year in which the Fees will be
\nearned; provided, however, that an election<\/p>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 2 of 6<\/p>\n

\n

made within 30 days after a person first becomes a Director shall be
\neffective for Fees earned during that year. An election shall continue in effect
\nuntil the end of the year following the date of the deferral election, or until
\nthe end of the Director’s service on the Board, whichever shall occur first. The
\nelection to defer receipt of payment may not be canceled or modified unless the
\nChairman, in his sole discretion, determines that an Unforeseen Emergency
\nexists, or except as otherwise permitted by Internal Revenue Service
\nregulations.<\/p>\n

3.4 Deferring Fees<\/u>. A Director shall designate the portion of his or
\nher deferred Fees to be invested in one or more of the Investment Options.
\nDeferral of the Required Deferral Amount into the Alcoa Stock Fund is required
\nuntil the Director Share Guideline is satisfied. Any Director who has satisfied
\nthe Director Share Ownership Guideline or who wishes to defer funds other than
\nthe Required Deferral Amount may designate Investment Options other than the
\nAlcoa Stock Fund for those amounts. A Director’s deferred Fees shall be credited
\nto the designated Investment Option(s) at the beginning of the calendar quarter
\nfollowing the quarter in which such Fees were earned. Such Fees shall be
\ncredited to the Director’s Deferred Fee Account as Credits for “units” in the
\nDirector’s Deferred Fee Account. As of any specified date, the value per unit in
\nthe Director’s Deferred Fee Account shall be deemed to be the value determined
\nfor the comparable fund under the Savings Plan.<\/p>\n

3.5 Transfers<\/u>. A Director may elect to designate a different
\nInvestment Option for all or any portion of the Credits for units in the various
\nInvestment Options in his or her Deferred Fee Account, except that, once the
\nCredits in the Alcoa Stock Fund equal the Director Share Ownership Guideline,
\nCredits for at least that number of units must be maintained in the Alcoa Stock
\nFund for the duration of the Director’s service on the Board. Beginning six (6)
\nmonths after termination of Board service, and prior to a complete distribution
\nof the Director’s account, the Director may transfer Credits for units in the
\nAlcoa Stock Fund to other Investment Options to the same extent and frequency as
\na participant in the Savings Plan. A written election on a form provided by the
\nCompany for transfer of investments into or out of any fund other than the Alcoa
\nStock Fund must be received by the Secretary prior to 4:00 p.m. Eastern Time on
\nthe business day when it is to become effective. Transfer of investments into or
\nout of the Alcoa Stock Fund must be received by 8:00 a.m. Eastern Time on the
\nbusiness day it is to become effective. Such transfers into or out of the Alcoa
\nStock Fund can be accomplished only once every fifteen (15) days. In addition,
\nsuch transfers shall be subject to reasonable administrative minimums, and any
\nrestrictions recommended by counsel to assure compliance with applicable law.\n<\/p>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 3 of 6<\/p>\n

\n

3.6 Method of Payment<\/u>.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

All payments with respect to a Director’s Deferred Fee Account shall be made
\nin cash, and no Director shall have the right to demand payment in shares of
\nCompany Stock or in any other medium.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Payments shall be made in a lump sum as soon as administratively practicable
\nfollowing six (6) months after the conclusion of the Director’s service on the
\nBoard. Notwithstanding the foregoing, a Director can elect (at the time of
\nmaking his or her annual deferral designation under Section 3.3) to receive the
\ndeferred Fees in up to ten (10) annual installments. The first such installment
\npayment shall occur during the sixth month following the conclusion of the
\nDirector’s service on the Board, or during the first month of the calendar year
\nfollowing the conclusion of the Director’s service on the Board, whichever
\noccurs later.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

An election to receive installment payments in lieu of a lump sum, if made by
\na Director at any time other than the time when the deferral designation is made
\nwith respect to Fees to be earned in a given year, must be made at least twelve
\nmonths before the Director’s service on the Board ends, and that election will
\nresult in a delay of payment with respect to such Fees of five (5) years from
\nthe date of the end of the Director’s service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IV – BENEFICIARIES <\/strong><\/p>\n

4.1 Designation of Beneficiary<\/u>. Each Director may designate from time
\nto time one or more natural persons or entities as his or her Beneficiary or
\nBeneficiaries to whom the amounts credited to his or her Deferred Fee Account
\nare to be paid if he or she dies before all such amounts have been paid to the
\nDirector. Each Beneficiary designation shall be made on a form prescribed by the
\nCompany and shall be effective only when filed with the Secretary during the
\nDirector’s lifetime. Each Beneficiary designation filed with the Secretary shall
\nrevoke all Beneficiary designations previously made. The revocation of a
\nBeneficiary designation shall not require the consent of any Beneficiary. In the
\nabsence of an effective Beneficiary designation, or if payment can be made to no
\nBeneficiary, payment shall be made to the Director’s estate.<\/p>\n

ARTICLE V – PAYMENTS <\/strong><\/p>\n

5.1 Payment of Deferred Fees<\/u>. No payment may be made from a Director’s
\nDeferred Fee Account except as provided in this Article, unless an Unforeseen
\nEmergency exists as determined by the Chairman in his sole discretion. If an
\nUnforeseen Emergency is determined by the Chairman to exist, the Chairman shall
\ndetermine when and to what extent Credits in the<\/p>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 4 of 6<\/p>\n

\n

Director’s Deferred Fee Account may be paid to such Director prior to or
\nafter the Director’s service on the Board; provided, however, that the amounts
\ndistributed in connection with such an emergency cannot exceed the amounts
\nnecessary to satisfy the emergency plus what is necessary to pay taxes
\nreasonably anticipated as a result of the distribution, after taking into
\naccount the extent to which the hardship is or may be relieved through
\nreimbursement or compensation by insurance or otherwise or by liquidation of the
\nDirector’s assets (to the extent such liquidation would not itself cause severe
\nfinancial hardship.).<\/p>\n

5.2. Payment upon Termination of Service on the Board<\/u>. The value of a
\nDirector’s Deferred Fee Account shall be payable in cash in a lump sum as soon
\nas administratively practicable following six (6) months after the Director’s
\nservice on the Board ends, or if elected in advance by the Director under
\nSection 3.6 hereof, in annual installments. If installments are elected, the
\namount of each payment shall be a fraction of the value of the Director’s
\nDeferred Fee Account designated by the Director for installment payments and in
\nsuch account at the end of the Director’s service on the Board, the numerator of
\nwhich is one and the denominator of which is the total number of installments
\nelected minus the number of installments previously paid. Such installment
\npayments shall be made during the first month of each succeeding year until said
\naccount is exhausted, except as provided in Section 5.1 or Section 5.3.<\/p>\n

5.3 Payment upon a Director’s Death<\/u>. If a Director dies with any
\namount credited to his or her Deferred Fee Account, the value of said account
\nshall be paid as soon as administratively practicable in a single payment to the
\nBeneficiary (or in several payments to each of the Beneficiaries if more than
\none were named by the Director) or to the Director’s estate, as the case may be.\n<\/p>\n

ARTICLE VI – MISCELLANEOUS <\/strong><\/p>\n

6.1 Director’s Rights Unsecured<\/u>. Payments payable hereunder shall be
\npayable out of the general assets of the Company, and no segregation of assets
\nfor such payments shall be made by the Company. The right of any Director or
\nBeneficiary to receive payments from a Deferred Fee Account shall be a claim
\nagainst the general assets of the Company as an unsecured general creditor. The
\nCompany may, in its absolute discretion, establish one or more trusts or
\nreserves, which may be funded by reference to amounts of Credits standing in the
\nDirector’s Deferred Fee Accounts hereunder or otherwise. Any such trust or
\nreserve shall remain subject to the claims of creditors of the Company. If any
\namounts held in a trust of the above described nature are found (due to the
\ncreation or operation of said trust) in a final decision by a court of competent
\njurisdiction, or under a “determination” by the Internal Revenue Service in a
\nclosing agreement in audit or final<\/p>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 5 of 6<\/p>\n

\n

refund disposition (within the meaning of Section 1313(a) of the Internal
\nRevenue Code of 1986, as amended), to have been includable in the gross income
\nof a Director or Beneficiary prior to payment of such amounts from said trust,
\nthe trustee for the trust shall, as soon as practicable, pay to such Director or
\nBeneficiary an amount equal to the amount determined to have been includable in
\ngross income in such determination, and shall accordingly reduce the Director’s
\nor Beneficiary’s future benefits payable under this Plan. The trustee shall not
\nmake any distribution to a Director or Beneficiary pursuant to this paragraph
\nunless it has received a copy of the written determination described above,
\ntogether with any legal opinion that it may request as to the applicability
\nthereof.<\/p>\n

6.2 Responsibility for Taxes<\/u>. The Director or Beneficiary is liable
\nfor any and all taxes that are applicable to the amounts payable under the Plan,
\nincluding any taxes deemed payable prior to payment out of the Plan.<\/p>\n

6.3 Non-assignability<\/u>. The right of any Director or Beneficiary to the
\npayment of Credits in a Deferred Fee Account shall not be assigned, transferred,
\npledged or encumbered and shall not be subject in any manner to alienation or
\nanticipation.<\/p>\n

6.4 Administration and Interpretation<\/u>. The Plan shall be administered
\nby the Secretary’s office. Questions of construction and interpretation will be
\nreferred to the Chairman. The Chairman’s decision shall be final and binding.\n<\/p>\n

6.5 Amendment and Termination<\/u>. The Plan may be amended, modified or
\nterminated at any time by the Board. No amendment, modification or termination
\nshall, without the consent of a Director, adversely affect such Director’s
\nrights with respect to amounts theretofore credited to his or her Deferred Fee
\nAccount or earlier effect the payment of Fees already deferred.<\/p>\n

6.6 Notices<\/u>. All notices to the Company under the Plan shall be in
\nwriting and shall be given to the Secretary or to an agent or other person
\ndesignated by the Secretary.<\/p>\n

6.7 Governing Law<\/u>. This Plan shall be construed in accordance with and
\ngoverned by the laws of the Commonwealth of Pennsylvania, excluding any choice
\nof law provisions, which may indicate the application of the laws of another
\njurisdiction.<\/p>\n<\/p>\n

(Effective January 1, 2005; Revised May 5, 2011)<\/p>\n

Page 6 of 6<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6617],"corporate_contracts_industries":[9453],"corporate_contracts_types":[9539,9542],"class_list":["post-38766","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alcoa-inc","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38766","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38766"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38766"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38766"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38766"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}