{"id":40569,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/special-retention-award-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"special-retention-award-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/special-retention-award-alcoa.html","title":{"rendered":"Special Retention Award – Alcoa"},"content":{"rendered":"

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

TERMS AND CONDITIONS FOR SPECIAL RETENTION AWARDS
\n<\/strong><\/p>\n

Effective January 1, 2010 <\/strong><\/p>\n

These terms and conditions are authorized by the Compensation and Benefits
\nCommittee of the Board of Directors. They are deemed to be incorporated into and
\nform a part of every special retention Award (“Retention Award”) issued under
\nthe 2009 Alcoa Stock Incentive Plan, as last amended prior to the grant (the
\n“Plan”) on or after January 1, 2010.<\/p>\n

Terms that are defined in the Plan have the same meanings in these terms and
\nconditions.<\/p>\n

General Terms and Conditions <\/em><\/strong><\/p>\n

1. Retention Awards are subject to the provisions of the Plan and the
\nprovisions of these terms and conditions. A Retention Award is an undertaking by
\nthe Company to issue the number of Shares indicated in the notice of the
\nRetention Award on the date the Retention Award vests, except to the extent
\notherwise provided herein.<\/p>\n

Vesting and Payment <\/em><\/strong><\/p>\n

2. A Retention Award vests on the third anniversary date of the date of
\ngrant, unless the Committee establishes another date for vesting with respect to
\nall or a portion of the Shares subject to the Retention Award at the time of the
\ngrant of the Retention Award.<\/p>\n

3. As a condition to a Retention Award vesting, a Participant must remain an
\nAlcoa employee actively at work through the date of vesting. Except to the
\nextent otherwise provided herein, if the Participant’s employment with Alcoa
\nterminates prior to the vesting date of the Retention Award, the Retention Award
\nis forfeited and is automatically canceled.<\/p>\n

4. Retention Awards will be paid by the issuance to the Participant of Shares
\ncovered by the Retention Award, reduced by the number of Shares needed to pay
\napplicable taxes upon vesting. Prior to issuance of the Shares, the Participant
\nhas no voting rights or rights to receive dividends with respect to Shares
\ncovered by the Retention Award. However, the Committee may authorize the accrual
\nof cash dividend equivalents prior to issuance of the Shares. Such amounts, if
\nauthorized, will be equal to the common stock dividend per Share payable on
\nAlcoa common stock multiplied by the number of Shares covered by the Retention
\nAward. Dividend equivalents will be paid to the Participant only if the
\nRetention Award vests.<\/p>\n

5. The following exceptions apply to the forfeiture rule:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

An unvested Retention Award held by a Participant who is
\ninvoluntarily terminated without cause from employment with the Company during
\nthe vesting period is not forfeited in whole but only in part upon termination
\nof employment, as described below. The portion of the Retention Award that is
\nnot forfeited vests on the original stated vesting date and is calculated based
\non a proportionate share of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n<\/p>\n

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

the time during the vesting period that the Participant remained actively
\nemployed with Alcoa, with the remaining portion being automatically forfeited.
\nThe proportionate share is computed on the basis of the actual number of days
\nactively employed after the date of grant over a total vesting period of three
\nyears of 360 days each (or a total vesting period of 1,080 days.) For example, a
\nParticipant who is involuntarily terminated without cause from employment with
\nthe Company at the end of the first year of the three-year vesting period will
\nreceive one-third of the Shares upon vesting, with the remaining two-thirds of
\nthe Shares being automatically forfeited upon termination.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

An unvested Retention Award held by a Participant who dies while an active
\nemployee is not forfeited but vests on the original stated vesting date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

A Retention Award vests immediately upon certain Change in Control events
\ndescribed in the Plan. The Retention Award is payable and Shares become issuable
\nimmediately upon the occurrence of such Change in Control events.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6. All taxes required to be withheld under applicable tax laws in connection
\nwith a Participant’s receipt of Shares issued in connection with the Retention
\nAward must be paid by the Participant at the time the Retention Award vests and
\nShares with respect to the Retention Award become issuable.<\/p>\n

7. A Participant’s obligation to pay required United States’ federal, state
\nor local withholding taxes in connection with his or her receipt of Shares will
\nbe satisfied by Alcoa’s withholding from the Shares to be issued upon payment of
\nthe Retention Award that number of Shares whose fair market value on the vesting
\ndate equals the withholding amount to be paid. Withholding taxes include
\napplicable income taxes, federal and state unemployment compensation taxes and
\nFICA\/FUTA taxes.<\/p>\n

8. The amount of taxes to be paid by a Participant using Shares retained from
\nthe Shares then issuable in connection with the Retention Award will be
\ndetermined by applying the minimum rates required by applicable tax regulations.\n<\/p>\n

Beneficiaries <\/em><\/strong><\/p>\n

9. Participants will be entitled to designate one or more beneficiaries to
\nreceive all Retention Awards that have not yet vested at the time of death of
\nthe Participant. All beneficiary designations will be on beneficiary designation
\nforms approved for the Plan. Copies of the form are available from the Plan
\nadministrator.<\/p>\n

10. Beneficiary designations on an approved form will be effective at the
\ntime received by the Plan administrator. A Participant may revoke a beneficiary
\ndesignation at any time by written notice to the Plan administrator or by filing
\na new designation form. Any designation form previously filed by a Participant
\nwill be automatically revoked and superseded by a later-filed form.<\/p>\n

11. A Participant will be entitled to designate any number of beneficiaries
\non the form, and the beneficiaries may be natural or corporate persons.<\/p>\n<\/p>\n

2<\/p>\n<\/p>\n

\n

12. On the beneficiary designation form, it is recommended that the
\nParticipant’s signature be witnessed by two persons. However, no person named as
\na beneficiary on the form should sign as a witness. If the Participant is
\nmarried at the time the beneficiary designation form is filed, then unless the
\nParticipant’s spouse is the sole beneficiary named on the form, it is
\nrecommended that the spouse also sign. The spouse’s signature should be
\nnotarized.<\/p>\n

13. The failure of any Participant to obtain any recommended signature on the
\nform will not invalidate the beneficiary designation or prohibit Alcoa from
\ntreating such designation as valid and effective. No beneficiary will acquire
\nany beneficial or other interest in any Retention Award prior to the death of
\nthe Participant who designated such beneficiary.<\/p>\n

14. Unless the Participant indicates on the form that a named beneficiary is
\nto receive Retention Awards only upon the prior death of another named
\nbeneficiary, all beneficiaries designated on the form will be entitled to share
\nequally in the Retention Award upon vesting. Unless otherwise indicated, all
\nsuch beneficiaries will have an equal, undivided interest in all such Retention
\nAwards.<\/p>\n

15. Should a beneficiary die after the Participant but before the Retention
\nAward is paid, such beneficiary’s rights and interest in the Retention Award
\nwill be transferable by the beneficiary’s last will and testament or by the laws
\nof descent and distribution. A named beneficiary who predeceases the Participant
\nwill obtain no rights or interest in a Retention Award, nor will any person
\nclaiming on behalf of such individual. Unless otherwise specifically indicated
\nby the Participant on the form, beneficiaries designated by class (such as
\n“children,” “grandchildren” etc.) will be deemed to refer to the members of the
\nclass living at the time of the Participant’s death, and all members of the
\nclass will be deemed to take “per<\/u> capita<\/u>.”<\/p>\n<\/p>\n\n\n\n
\n

16.<\/p>\n<\/td>\n

\n

Retention Awards are not transferable except as otherwise provided herein to
\na beneficiary.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2009 ASIP SPECIAL RETENTION AWARD TERMS AND CONDITIONS (JANUARY 2010)<\/p>\n<\/p>\n

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