{"id":40597,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-incentive-plan-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-incentive-plan-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/stock-incentive-plan-alcoa.html","title":{"rendered":"Stock Incentive Plan – Alcoa"},"content":{"rendered":"

AMENDED AND RESTATED <\/strong><\/p>\n

2009 ALCOA STOCK INCENTIVE PLAN <\/strong><\/p>\n

Adopted May 8, 2009; Amended February 15, 2011
\n<\/strong><\/p>\n

SECTION 1. PURPOSE. <\/strong>The purpose of the Amended and Restated
\n2009 Alcoa Stock Incentive Plan is to encourage selected Directors and Employees
\nto acquire an increased proprietary interest in the long-term growth and
\nfinancial success of the Company and to further link the interests of such
\nindividuals to the long-term interests of shareholders.<\/p>\n

SECTION 2. DEFINITIONS. <\/strong>As used in the Plan, the following
\nterms have the meanings set forth below:<\/p>\n

“Affiliate<\/em>” shall have the meaning set forth in Rule 12b-2 under
\nSection 12 of the Securities Exchange Act of 1934, as amended.<\/p>\n

“Award<\/em>” means any Option, Stock Appreciation Right, Restricted Share
\nAward, Restricted Share Unit, or any other right, interest, or option relating
\nto Shares or other property granted pursuant to the provisions of the Plan.<\/p>\n

“Award Agreement<\/em>” means any written agreement, contract, or other
\ninstrument or document evidencing any Award granted by the Committee hereunder,
\nwhich may, but need not, be executed or acknowledged by both the Company and the
\nParticipant.<\/p>\n

“Board<\/em>” means the Board of Directors of the Company.<\/p>\n

“Change in Control<\/em>” shall be deemed to have occurred if the event
\nset forth in any one of the following paragraphs shall have occurred:<\/p>\n

(a) any one person or more than one person acting as a group (as determined
\nin accordance with Section 1.409A-3(i)(5)(v)(B) of the regulations promulgated
\nunder the Code) (a “Person<\/em>“) acquires (or has acquired during the
\n12-month period ending on the date of the most recent acquisition by such
\nPerson), in either case whether by purchase in the market, tender offer,
\nreorganization, merger, statutory share exchange or consolidation, other similar
\ntransaction involving the Company or any of its subsidiaries or otherwise (a
\n“Transaction<\/em>“), common stock of the Company possessing 30% or more of
\nthe total voting power of the stock of the Company unless (A) all or
\nsubstantially all of the individuals and entities that were the beneficial
\nowners of the then-outstanding shares of common stock of the Company (the
\n“Outstanding Company Common Stock<\/em>“) or the combined voting power of the
\nthen outstanding voting securities of the Company (the “Outstanding Company
\nVoting Securities<\/em>“) immediately prior to such Transaction own, directly or
\nindirectly, 50% or more of the then outstanding shares of common stock (or, for
\na non-corporate entity, equivalent securities) and the combined voting power of
\nthe then-outstanding voting securities entitled to vote generally in the
\nelection of directors (or, for a non-corporate entity, equivalent governing
\nbody), as the case may be, of the entity resulting from such Transaction
\n(including, without limitation, an entity that, as a result of such transaction,
\nowns the Company or all or substantially all of the Company’s assets either
\ndirectly or through one or more subsidiaries) in substantially the same
\nproportions as their ownership immediately prior to such Transaction of the
\nOutstanding Company Common Stock and the Outstanding Company Voting Securities,
\nas the case may be, and (B) at least a majority of the members of the board of
\ndirectors (or, for a non-corporate entity, equivalent governing body) of the
\nentity resulting from such Transaction were members of the board of directors of
\nthe Company at the time of the Transaction (which in the case of a market
\npurchase shall be the date 30% ownership was first acquired, in the case of a
\ntender offer, when at least 30% of the Company’s shares were tendered, and in
\nother events upon the execution of the initial agreement or of the action of the
\nBoard providing for such Transaction); and provided, further, that, for purposes
\nof this paragraph, the following acquisitions shall not constitute a Change in
\nControl: (i) any acquisition directly from the Company, (ii) any acquisition by
\nthe Company, or (iii) any acquisition by any employee benefit plan (or related
\ntrust) sponsored or maintained by the Company or any Affiliate;<\/p>\n

(b) a majority of the members of the Board is replaced during any 12-month
\nperiod by directors whose appointment or election is not endorsed by a majority
\nof the Company’s Board before the date of such appointment or election; or<\/p>\n<\/p>\n

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

\n

(c) any Person acquires (or has acquired during the 12-month period ending on
\nthe date of the most recent acquisition by such Person) assets of the Company
\nthat have a total gross fair market value of more than 40% of the total gross
\nfair market value of all of the assets of the Company immediately before such
\nacquisition or acquisitions.<\/p>\n

“Code<\/em>” means the Internal Revenue Code of 1986, as amended from time
\nto time, and any successor thereto.<\/p>\n

“Committee<\/em>” means the Compensation and Benefits Committee of the
\nBoard, or any successor to such committee, or a subcommittee thereof, composed
\nof no fewer than two directors, each of whom is a Non-Employee director and an
\n“outside director” within the meaning of Section 162(m) of the Code, or any
\nsuccessor provision thereto.<\/p>\n

“Company<\/em>” means Alcoa Inc., a Pennsylvania corporation.<\/p>\n

“Covered Employee<\/em>” means a “covered employee” within the meaning of
\nSection 162(m)(3) of the Code, or any successor provision thereto.<\/p>\n

“Director<\/em>” means a member of the Board of Directors of the Company
\nwho is not an Employee.<\/p>\n

“Employee<\/em>” means any employee (including any officer or employee
\ndirector) of the Company or of any Subsidiary.<\/p>\n

“Executive Officer<\/em>” means an officer who is designated as an
\nexecutive officer by the Board or by its designees in accordance with the
\ndefinition of executive officer under Rule 3b-7 of the Securities Exchange Act
\nof 1934, as amended.<\/p>\n

“Fair Market Value<\/em>” with respect to Shares on any given date means
\nthe closing price per Share on that date as reported on the New York Stock
\nExchange or other stock exchange on which the Shares principally trade. If the
\nNew York Stock Exchange or such other exchange is not open for business on the
\ndate fair market value is being determined, the closing price as reported for
\nthe next business day on which that exchange is open for business will be used.\n<\/p>\n

“Family Member<\/em>” has the same meaning as such term is defined in Form
\nS-8 (or any successor form) promulgated under the Securities Act of 1933, as
\namended.<\/p>\n

“Non-Employee Directo<\/em>r” has the meaning set forth in Rule
\n16b-3(b)(3) under the Exchange Act, or any successor definition adopted by the
\nSecurities and Exchange Commission.<\/p>\n

“Option<\/em>” means any right granted to a Participant under the Plan
\nallowing such Participant to purchase Shares at such price or prices and during
\nsuch period or periods as the Committee shall determine. All Options granted
\nunder the Plan are intended to be nonqualified stock options for purposes of the
\nCode.<\/p>\n

“Participant<\/em>” means an Employee or a Director who is selected to
\nreceive an Award under the Plan.<\/p>\n

“Performance Award<\/em>” means any award granted pursuant to Section 11
\nhereof in the form of Options, Stock Appreciation Rights, Restricted Share
\nUnits, Restricted Shares or other awards of property, including cash, that have
\na performance feature described in Section 11.<\/p>\n

“Performance Period<\/em>” means that period established by the Committee
\nat the time any Performance Award is granted or at any time thereafter during
\nwhich any performance goals specified by the Committee with respect to such
\nAward are to be measured. A Performance Period may not be less than one year.\n<\/p>\n

“Plan<\/em>” means this Amended and Restated 2009 Alcoa Stock Incentive
\nPlan, as amended and restated from time to time.<\/p>\n

“Prior Plans<\/em>” mean the 2004 Alcoa Stock Incentive Plan, the Long
\nTerm Stock Incentive Plan of Aluminum Company of America; the Alcoa Stock
\nIncentive Plan; the Reynolds Metals Company 1996 Nonqualified Stock Option Plan;
\nthe Reynolds Metals Company 1999 Nonqualified Stock Option Plan; and the Cordant
\nTechnologies Inc. Amended and Restated 1996 Stock Award Plan, each as amended
\nand restated from time to time.<\/p>\n<\/p>\n

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

\n

“Replacement Award<\/em>” means an Award resulting from adjustments or
\nsubstitutions referred to in Section 4(f) herein, provided that such Award is
\nissued by a company (foreign or domestic) the majority of the equity of which is
\nlisted under and in compliance with the domestic company listing rules of the
\nNew York Stock Exchange or with a similarly liquid exchange which has comparable
\nstandards to the domestic company listing standards of the New York Stock
\nExchange.<\/p>\n

“Restricted Shares<\/em>” has the meaning given in Section 8.<\/p>\n

“Restricted Share Unit<\/em>” has the meaning given it in Section 9.<\/p>\n

“Shares<\/em>” means the shares of common stock of the Company, $1.00 par
\nvalue.<\/p>\n

“Stock Appreciation Right<\/em>” means any right granted under Section 7.\n<\/p>\n

“Subsidiary<\/em>” means any corporation or other entity in which the
\nCompany owns, directly or indirectly, stock possessing 50 percent or more of the
\ntotal combined voting power of all classes of stock in such corporation or
\nentity, and any corporation, partnership, joint venture, limited liability
\ncompany or other business entity as to which the Company possesses a significant
\nownership interest, directly or indirectly, as determined by the Committee.<\/p>\n

“Substitute Awards<\/em>” means Awards granted or Shares issued by the
\nCompany in assumption of, or in substitution or exchange for, awards previously
\ngranted, or the right or obligation to make future awards, by a company acquired
\nby the Company or any of its Subsidiaries or with which the Company or any of
\nits Subsidiaries combines.<\/p>\n

“Time-Based Award<\/em>” means any Award granted pursuant to the Plan that
\nis not a Performance Award.<\/p>\n

SECTION 3. ADMINISTRATION. <\/strong>The Plan shall be administered by
\nthe Committee. The Committee shall have full power and authority, subject to
\nsuch orders or resolutions not inconsistent with the provisions of the Plan as
\nmay from time to time be adopted by the Board, to: (i) select the Employees of
\nthe Company and its Subsidiaries to whom Awards may from time to time be granted
\nhereunder; (ii) determine the type or types of Award to be granted to each
\nEmployee Participant hereunder; (iii) determine the number of Shares to be
\ncovered by each Employee Award granted hereunder; (iv) determine the terms and
\nconditions, not inconsistent with the provisions of the Plan, of any Employee
\nAward granted hereunder; (v) determine whether, to what extent and under what
\ncircumstances Employee Awards may be settled in cash, Shares or other property
\nor canceled or suspended; (vi) determine whether, to what extent and under what
\ncircumstances cash, Shares and other property and other amounts payable with
\nrespect to an Employee Award under this Plan shall be deferred either
\nautomatically or at the election of the Participant; (vii) interpret and
\nadminister the Plan and any instrument or agreement entered into under the Plan;
\n(viii) establish such rules and regulations and appoint such agents as it shall
\ndeem appropriate for the proper administration of the Plan; and (ix) make any
\nother determination and take any other action that the Committee deems necessary
\nor desirable for administration of the Plan, including without limiting the
\ngenerality of the foregoing, make any determinations necessary to effectuate the
\npurpose of Section 12(a)(v) below. Decisions of the Committee shall be final,
\nconclusive and binding upon all persons, including the Company, any Participant
\nand any shareholder; provided that the Board shall approve any decisions
\naffecting Director Awards.<\/p>\n

The Board shall have full power and authority, upon the recommendation of the
\nGovernance and Nominating Committee of the Board to: (i) select the Directors of
\nthe Company to whom Awards may from time to time be granted hereunder;
\n(ii) determine the type or types of Award to be granted to each Director
\nParticipant hereunder; (iii) determine the number of Shares to be covered by
\neach Director Award granted hereunder; (iv) determine the terms and conditions,
\nnot inconsistent with the provisions of the Plan, of any Director Award granted
\nhereunder; (v) determine whether, to what extent and under what circumstances
\nDirector Awards may be settled in cash, Shares or other property or canceled or
\nsuspended; and (vi) determine whether, to what extent and under what
\ncircumstances cash, Shares and other property and other amounts payable with
\nrespect to a Director Award under this Plan shall be deferred either
\nautomatically or at the election of the Director. For purposes of the Plan, an
\nAward to a Director shall not exceed 10,000 shares in any one-year period.<\/p>\n<\/p>\n

3<\/p>\n<\/p>\n

\n

SECTION 4. SHARES SUBJECT TO THE PLAN. <\/strong><\/p>\n

(a) Subject to the adjustment provisions of Section 4(f) below and the
\nprovisions of Section 4(b), commencing May 8, 2009, up to 35 million Shares may
\nbe issued under the Plan. Any award other than an Option or a Stock Appreciation
\nright shall count as 1.75 Shares for purposes of the foregoing authorization.
\nOptions and Stock Appreciation Rights shall be counted as one Share for each
\nOption or Stock Appreciation Right.<\/p>\n

(b) In addition to the Shares authorized by Section 4(a), the following
\nShares shall become available for issuance under the Plan: (i) Shares that are
\nissued under the Plan, which are subsequently forfeited, cancelled or expire in
\naccordance with the terms of the Award, and (ii) Shares that had previously been
\nissued under Prior Plans that are outstanding as of the date of the Plan, which
\nare subsequently forfeited, cancelled or expire in accordance with the terms of
\nthe Award. The following Shares shall not become available for issuance under
\nthe Plan: (x) Shares tendered in payment of an Option, and (y) Shares withheld
\nfor taxes. Shares purchased by the Company using Stock Option proceeds shall not
\nbe added to the Plan limit and if Stock Appreciation Rights are settled in
\nShares, each Stock Appreciation Right shall count as one Share whether or not
\nShares are actually issued or transferred under the Plan.<\/p>\n

(c) Shares shall be deemed to be issued hereunder only when and to the extent
\nthat payment or settlement of an Award is actually made in Shares.
\nNotwithstanding anything herein to the contrary, the Committee may at any time
\nauthorize a cash payment in lieu of Shares, including without limitation if
\nthere are insufficient Shares available for issuance under the Plan to satisfy
\nan obligation created under the Plan.<\/p>\n

(d) Any Shares issued hereunder may consist, in whole or in part, of
\nauthorized and unissued shares, treasury shares or shares purchased in the open
\nmarket or otherwise.<\/p>\n

(e) Shares issued or granted in connection with Substitute Awards shall not
\nreduce the Shares available for issuance under the Plan or to a Participant in
\nany calendar year.<\/p>\n

(f) Subject to Section 12, in the event of any merger, reorganization,
\nconsolidation, recapitalization, stock dividend, stock split, reverse stock
\nsplit, spin-off or similar transaction or other change in corporate structure
\naffecting the Shares, such adjustments and other substitutions shall be made to
\nthe Plan and to Awards (including any Awards granted to Directors) as the
\nCommittee in its sole discretion deems equitable or appropriate, including,
\nwithout limitation, such adjustments in the aggregate number, class and kind of
\nsecurities that may be delivered under the Plan, in the aggregate or to any one
\nParticipant, in the number, class, kind and option or exercise price of
\nsecurities subject to outstanding Options, Stock Appreciation Rights or other
\nAwards granted under the Plan, and in the number, class and kind of securities
\nsubject to Awards granted under the Plan (including, if the Committee deems
\nappropriate, the substitution of similar options to purchase the shares of, or
\nother awards denominated in the shares of, another company) as the Committee may
\ndetermine to be appropriate in its sole discretion; provided <\/em>that the
\nnumber of Shares subject to any Award shall always be a whole number and in the
\nevent of a Change in Control, the provisions of Section 12 shall govern and the
\nvalue of an Award prior to a Change in Control shall be preserved in any
\nReplacement Award.<\/p>\n

(g) Any outstanding Awards granted under Prior Plans before the expiration
\ndate of the Prior Plans shall continue to be subject to the terms and conditions
\nof the Prior Plans.<\/p>\n

SECTION 5. ELIGIBILITY. <\/strong>Any Director or Employee shall be
\neligible to be selected as a Participant.<\/p>\n

SECTION 6. STOCK OPTIONS. <\/strong>Options may be granted hereunder
\nto Participants either alone or in addition to other Awards granted under the
\nPlan. Any Option granted under the Plan may be evidenced by an Award Agreement
\nin such form as the Committee from time to time approves. Any such Option shall
\nbe subject to the terms and conditions required by this Section 6 and to such
\nadditional terms and conditions, not inconsistent with the provisions of the
\nPlan, as the Committee may deem appropriate in each case.<\/p>\n<\/p>\n

4<\/p>\n<\/p>\n

\n

(a) Option Price<\/em>. The purchase price per Share purchasable under an
\nOption shall be determined by the Committee in its sole discretion;
\nprovided <\/em>that, except in connection with an adjustment provided for in
\nSection 4(f) or Substitute Awards, such purchase price shall not be less than
\nthe Fair Market Value of the Share on the date of the grant of the Option. The
\nCommittee may, in its sole discretion, establish a limit on the amount of gain
\nthat can be realized on an Option.<\/p>\n

(b) Option Period<\/em>. The term of each Option granted hereunder shall
\nnot exceed ten years from the date the Option is granted.<\/p>\n

(c) Exercisability<\/em>. Options shall be exercisable at such time or
\ntimes as determined by the Committee at or subsequent to grant, provided,
\nhowever, that the minimum vesting period of an Option shall be one year.<\/p>\n

(d) Method of Exercise<\/em>. Subject to the other provisions of the Plan,
\nany Option may be exercised by the Participant in whole or in part at such time
\nor times, and the Participant may make payment of the Option price in such form
\nor forms, including, without limitation, payment by delivery of cash, Shares or
\nother consideration (including, where permitted by law and the Committee,
\nAwards) having a Fair Market Value on the exercise date equal to the total
\nOption price, or by any combination of cash, Shares and other consideration as
\nthe Committee may specify in the applicable Award Agreement.<\/p>\n

SECTION 7. STOCK APPRECIATION RIGHTS. <\/strong>Stock Appreciation
\nRights may be granted to Participants on such terms and conditions as the
\nCommittee may determine, subject to the requirements of the Plan. A Stock
\nAppreciation Right shall confer on the holder a right to receive, upon exercise,
\nthe excess of (i) the Fair Market Value of one Share on the date of exercise or,
\nif the Committee shall so determine, at any time during a specified period
\nbefore the date of exercise over (ii) the grant price of the right on the date
\nof grant, or if granted in connection with an outstanding Option on the date of
\ngrant of the related Option, as specified by the Committee in its sole
\ndiscretion, which, except in the case of Substitute Awards or in connection with
\nan adjustment provided in Section 4(f), shall not be less than the Fair Market
\nValue of one Share on such date of grant of the right or the related Option, as
\nthe case may be. Any payment by the Company in respect of such right may be made
\nin cash, Shares, other property or any combination thereof, as the Committee, in
\nits sole discretion, shall determine. The Committee may, in its sole discretion,
\nestablish a limit on the amount of gain that can be realized on a Stock
\nAppreciation Right.<\/p>\n

(a) Grant Price.<\/em> The grant price for a Stock Appreciation Right
\nshall be determined by the Committee, provided, however, and except as provided
\nin Section 4(f) and Substitute Awards, that such price shall not be less than
\n100% of the Fair Market Value of one Share on the date of grant of the Stock
\nAppreciation Right.<\/p>\n

(b) Term.<\/em> The term of each Stock Appreciation Right shall not exceed
\nten years from the date of grant, or if granted in tandem with an Option, the
\nexpiration date of the Option. The minimum vesting period of a Stock
\nAppreciation Right shall be one year.<\/p>\n

(c) Time And Method Of Exercise.<\/em> The Committee shall establish the
\ntime or times at which a Stock Appreciation Right may be exercised in whole or
\nin part.<\/p>\n

SECTION 8. RESTRICTED SHARES. <\/strong><\/p>\n

(a) Definition.<\/em> A Restricted Share means any Share issued with the
\ncontingency or restriction that the holder may not sell, transfer, pledge or
\nassign such Share and with such other contingencies or restrictions as the
\nCommittee, in its sole discretion, may impose (including, without limitation,
\nany contingency or restriction on the right to vote such Share and the right to
\nreceive any cash dividends), which contingencies and restrictions may lapse
\nseparately or in combination, at such time or times, in installments or
\notherwise, as the Committee may deem appropriate.<\/p>\n

(b) Issuance.<\/em> A Restricted Share Award shall be subject to
\ncontingencies or restrictions imposed by the Committee during a period of time
\nspecified by the Committee (the “Contingency Period”). Restricted Share Awards
\nmay be issued hereunder to Participants, for no cash consideration or for such
\nminimum consideration<\/p>\n<\/p>\n

5<\/p>\n<\/p>\n

\n

as may be required by applicable law, either alone or in addition to other
\nAwards granted under the Plan. The provisions of Restricted Share Awards need
\nnot be the same with respect to each recipient.<\/p>\n

(c) Registration.<\/em> Any Restricted Share issued hereunder may be
\nevidenced in such manner as the Committee in its sole discretion shall deem
\nappropriate, including, without limitation, book-entry registration or issuance
\nof a stock certificate or certificates. In the event any stock certificate is
\nissued in respect of Restricted Shares awarded under the Plan, such certificate
\nshall be registered in the name of the Participant and shall bear an appropriate
\nlegend referring to the terms, conditions, contingencies and restrictions
\napplicable to such Award.<\/p>\n

(d) Forfeiture. <\/em>Except as otherwise determined by the Committee at
\nthe time of grant or thereafter, upon termination of employment for any reason
\nduring the Contingency Period, all Restricted Shares still subject to any
\ncontingency or restriction shall be forfeited by the Participant and reacquired
\nby the Company. Shares, evidenced in such manner as the Committee shall deem
\nappropriate, shall be issued to the Participant promptly after the Contingency
\nPeriod, as determined or modified by the Committee, shall expire.<\/p>\n

(e) Minimum Restrictions.<\/em> Restricted Share Awards that are
\nrestricted only on the passage of time shall have a minimum three-year pro-rata
\nrestriction period (the restrictions lapse each year as to 1\/3 of the Restricted
\nShare Awards); provided, however, that a restriction period of less than this
\nperiod may be approved for Awards with respect to up to 5% of the Shares
\nauthorized under the Plan.<\/p>\n

(f) Section 83(b) Election.<\/em> A Participant may, with the consent of
\nthe Committee, make an election under Section 83(b) of the Code to report the
\nvalue of Restricted Shares as income on the date of grant.<\/p>\n

SECTION 9. RESTRICTED SHARE UNITS. <\/strong><\/p>\n

(a) Definition.<\/em> A Restricted Share Unit is an Award of a right to
\nreceive, in cash or shares, as the Committee may determine, the Fair Market
\nValue of one Share, the grant, issuance, retention and\/or vesting of which is
\nsubject to such terms and conditions as the Committee may determine at the time
\nof the grant, which are not inconsistent with this Plan.<\/p>\n

(b) Terms and Conditions. <\/em>In addition to the terms and conditions
\nthat may be established at the time of a grant of Restricted Share Unit Awards,
\nthe following terms and conditions apply:<\/p>\n

(i) Restricted Share Unit Awards may not be sold, pledged (except as
\npermitted under Section 15(a)) or otherwise encumbered prior to the date on
\nwhich the Shares are issued, or, if later, the date on which any applicable
\ncontingency, restriction or performance period lapses.<\/p>\n

(ii) Restricted Share Unit Awards that are vested only on the passage of time
\nshall have a minimum three-year pro-rata vesting period (1\/3 vests each year);
\nprovided, however, that a vesting period of less than three years may be
\napproved for Restricted Share Unit Awards with respect to up to 5% of the Shares
\nauthorized under the Plan.<\/p>\n

(iii) Shares (including securities convertible into Shares) subject to
\nRestricted Share Unit Awards may be issued for no cash consideration or for such
\nminimum consideration as may be required by applicable law. Shares (including
\nsecurities convertible into Shares) purchased pursuant to a purchase right
\ngranted under this Section 9 thereafter shall be purchased for such
\nconsideration as the Committee shall in its sole discretion determine, which
\nshall not be less than the Fair Market Value of such Shares or other securities
\nas of the date such purchase right is granted.<\/p>\n

(iv) The terms and conditions of Restricted Share Unit Awards need not be the
\nsame with respect to each recipient.<\/p>\n

SECTION 10. OTHER AWARDS. <\/strong>Other Awards of Shares and other
\nAwards that are valued in whole or in part by reference to, or are otherwise
\nbased on, Shares or other property (“Other Awards”) may be granted to
\nParticipants. Other Awards may be paid in Shares, cash or any other form of
\nproperty as the Committee shall<\/p>\n<\/p>\n

6<\/p>\n<\/p>\n

\n

determine. Subject to the provisions of the Plan, the Committee shall have
\nsole and complete authority to determine the Participants to whom, and the time
\nor times at which, such Awards shall be made, the number of Shares to be granted
\npursuant to such Awards and all other conditions of the Awards. The provisions
\nof Other Awards need not be the same with respect to each recipient. Other
\nAwards shall not exceed 5% of the Shares available for issuance under this Plan.\n<\/p>\n

SECTION 11. PERFORMANCE AWARDS. <\/strong>Awards with a performance
\nfeature are referred to as “Performance Awards”. Performance Awards may be
\ngranted in the form of Options, Stock Appreciation Rights, Restricted Share
\nUnits, Restricted Shares or Other Awards with the features and restrictions
\napplicable thereto. The performance criteria to be achieved during any
\nPerformance Period and the length of the Performance Period shall be determined
\nby the Committee upon the grant of each Performance Award, provided that the
\nminimum performance period shall be one year. Performance Awards may be paid in
\ncash, Shares, other property or any combination thereof in the sole discretion
\nof the Committee. The performance levels to be achieved for each Performance
\nPeriod and the amount of the Award to be paid shall be conclusively determined
\nby the Committee. Except as provided in Section 12, Each Performance Award shall
\nbe paid following the end of the Performance Period or, if later, the date on
\nwhich any applicable contingency or restriction has ended.<\/p>\n

SECTION 12. CHANGE IN CONTROL PROVISIONS. <\/strong><\/p>\n

(a) Effect of a Change in Control on Existing Awards under this
\nPlan<\/em>. Notwithstanding any other provision of the Plan to the contrary,
\neffective for Awards granted after May 6, 2011, unless the Committee shall
\ndetermine otherwise at the time of grant with respect to a particular Award:\n<\/p>\n

(i) any Time-Based Award consisting of Options, Stock Appreciation Rights or
\nany other Time-Based Award in the form of rights that are exercisable in the
\nhands of Participants (“Exercisable Time-Based Award”) that is outstanding as of
\nthe date on which a Change in Control shall be deemed to have occurred and which
\nis not then exercisable, shall become exercisable and vested to the extent
\noutstanding, unless such Participant receives a Replacement Award;<\/p>\n

(ii) any Time-Based Award that is not an Exercisable Time-Based Award that is
\noutstanding as of the date on which a Change in Control shall be deemed to have
\noccurred and which is not then vested, shall become free of all contingencies,
\nrestrictions and limitations and shall become vested and transferable to the
\nextent outstanding, unless replaced by a Replacement Award;<\/p>\n

(iii) any Replacement Award for which an Exercisable Time-Based Award has
\nbeen exchanged upon a Change in Control shall become exercisable and vested on
\nthe vesting schedule and term for exercisability that applied to the
\ncorresponding Exercisable Time-Based Award immediately prior to such Change in
\nControl, provided<\/u>, however<\/u>, that if within twenty four (24) months
\nof such Change in Control, the Participant’s employment with the Company is
\nterminated by the Company without Cause (as such term is defined in the Alcoa
\nInc. Change in Control Severance Plan) or by the Participant for Good Reason (as
\nsuch term is defined in the Alcoa Inc. Change in Control Severance Plan), such
\nAward shall become exercisable and vested to the extent outstanding at the time
\nof such termination of employment. Any Replacement Award that has become
\nexercisable and vested pursuant to this paragraph shall expire on the earlier of
\n(i) thirty six (36) months following the date of termination of such
\nParticipant’s employment with the Company and (ii) the last day of the term of
\nsuch Replacement Award;<\/p>\n

(iv) any Replacement Award for which a Time-Based Award that is not an
\nExercisable Time-Based Award has been exchanged upon a Change in Control shall
\nvest on the vesting schedule that applied to the corresponding Time-Based Award
\nimmediately prior to such Change in Control, provided<\/u>, however<\/u>,
\nthat if within twenty four (24) months of such Change in Control, the
\nParticipant’s employment with the Company is terminated by the Company without
\nCause (as such term is defined in the Alcoa Inc. Change in Control Severance
\nPlan) or by the Participant for Good Reason (as such term is defined in the
\nAlcoa Inc. Change in Control Severance Plan), such Award<\/p>\n<\/p>\n

7<\/p>\n<\/p>\n

\n

shall become free of all contingencies, restrictions and limitations and
\nbecome vested and transferable to the extent outstanding;<\/p>\n

(v) any Performance Award shall be converted upon a Change in Control so that
\nsuch Award is no longer subject to any performance condition referred to in
\nSection 11 above, but instead is subject to the passage of time, with the number
\nor value of such Replacement Award determined as follows: (a) if fifty percent
\n(50%) or more of the Performance Period has been completed as of the date on
\nwhich such Change in Control is deemed to have occurred, the number or value of
\nsuch Award shall be based on actual performance during the Performance Period;
\n(b) if less than fifty percent (50%) of the Performance Period has been
\ncompleted as of the date on which such Change in Control is deemed to have
\noccurred, the number or value of such Award shall be the target number or value.
\nParagraphs (i) through (iv) above shall govern the terms of such Time-Based
\nAward.<\/p>\n

(b) Change in Control Settlement<\/em>. Notwithstanding any other
\nprovision of this Plan, if approved by the Committee, upon a Change in Control,
\na Participant may receive a cash settlement under clauses (i) and (ii) below of
\nexisting Awards that are vested and exercisable as of the date on which such
\nChange in Control shall be deemed to have occurred:<\/p>\n

(i) a Participant who holds an Option or Stock Appreciation Right may, in
\nlieu of the payment of the purchase price for the Shares being purchased under
\nthe Option or Stock Appreciation Right, surrender the Option or Stock
\nAppreciation Right to the Company and receive cash, within 30 days of the Change
\nin Control in an amount equal to the amount by which the Fair Market Value of
\nthe Shares on the date of the Change in Control exceeds the purchase price per
\nShare under the Option or Stock Appreciation Right multiplied by the number of
\nShares granted under the Option or Stock Appreciation Right; and<\/p>\n

(ii) a Participant who holds Restricted Share Units may, in lieu of receiving
\nShares which have vested under Section 12 (a)(ii) of this Plan, receive cash,
\nwithin 30 days of a Change in Control, in an amount equal to the Fair Market
\nValue of the Shares on the date of the Change in Control multiplied by the
\nnumber of Restricted Share Units held by the Participant.<\/p>\n

SECTION 13. CODE SECTION 162(m) PROVISIONS. <\/strong><\/p>\n

(a) Notwithstanding any other provision of this Plan, if the Committee
\ndetermines at the time a Restricted Share Award, a Performance Award or a
\nRestricted Share Unit Award is granted to a Participant that such Participant
\nis, or is likely to be as of the end of the tax year in which the Company would
\nclaim a tax deduction in connection with such Award, a Covered Employee, then
\nthe Committee may provide that this Section 13 is applicable to such Award.<\/p>\n

(b) If an Award is subject to this Section 13, then the lapsing of
\ncontingencies or restrictions thereon and the distribution of cash, Shares or
\nother property pursuant thereto, as applicable, shall be subject to the
\nachievement by the Company or any Subsidiary, or any division or business unit
\nthereof, as appropriate, of one or more objective performance goals established
\nby the Committee, which shall be based on the attainment of specified levels of
\none or any combination of the following all of which may be calculated to
\nexclude special items, extraordinary items or nonrecurring items: (i) earnings,
\nincluding operating income, earnings before or after taxes, and earnings before
\nor after interest, taxes, depreciation, and amortization; (ii) book value per
\nshare; (iii) pre-tax income or after-tax income; (iv) operating profit;
\n(v) earnings per common share (basic or diluted); (vi) return on assets (net or
\ngross); (vii) return on capital; (viii) returns on sales or revenues; (ix) share
\nprice appreciation; (x) cash flow, free cash flow, cash flow return on
\ninvestment (discounted or otherwise); (xi) implementation or completion of
\ncritical projects or processes; (xii) economic value added or created;
\n(xiii) cumulative earnings per share growth; (xiv) achievement of cost reduction
\ngoals; (xv) return on shareholders’ equity; (xvi) total shareholders’ return
\nimprovement or relative performance as compared with other selected companies;
\n(xvii) reduction of days working capital or inventory; or (xviii) operating
\nmargin or profit margin; (xix) cost targets, reductions and savings,
\nproductivity and efficiencies; (xx) strategic business criteria, consisting of
\none or more objectives based on meeting specified market penetration, geographic
\nbusiness expansion, customer satisfaction, employee satisfaction, human
\nresources management, supervision of litigation,<\/p>\n<\/p>\n

8<\/p>\n<\/p>\n

\n

information technology, and goals relating to acquisitions, divestitures,
\njoint ventures and similar transactions, and budget comparisons; (xxi) personal
\nprofessional objectives, including any of the foregoing performance goals, the
\nimplementation of policies and plans, the negotiation of transactions, the
\ndevelopment of long-term business goals, formation of joint ventures, research
\nor development collaborations, and the completion of other corporate
\ntransactions; or (xxii) the achievement of sustainability measures, community
\nengagement measures or environmental, health or safety goals of the Company or
\nthe Subsidiary or business unit of the Company for or within which the
\nParticipant is primarily employed. Performance goals may be based upon the
\nattainment of specified levels of Company, Subsidiary or unit performance under
\none or more of the measures described above relative to the performance of other
\ncomparator companies or groups of companies, and may include a threshold level
\nof performance below which no Award will be earned, levels of performance at
\nwhich an Award will become partially earned, and a level of performance at which
\nan Award will be fully earned. Performance goals shall be set by the Committee
\n(and any adjustments shall be made by the Committee) within the time period
\nprescribed by, and shall otherwise comply with, the requirements of
\nSection 162(m) of the Code, or any successor provision thereto, and the
\nregulations thereunder.<\/p>\n

(c) Notwithstanding any provision of this Plan other than Section 12, with
\nrespect to any Award that is subject to this Section 13, the Committee may
\nadjust downwards, but not upwards, the amount payable Pursuant to such Award,
\nand the Committee may not waive the achievement of the applicable performance
\ngoals.<\/p>\n

(d) The Committee shall have the power to impose such other restrictions on
\nAwards subject to this Section 13 as it may deem necessary or appropriate to
\nensure that such Awards satisfy all requirements for “performance-based
\ncompensation” within the meaning of Section 162(m)(4)(C) of the Code, or any
\nsuccessor provision thereto.<\/p>\n

(e) For purposes of complying with Section 162(m) limitations on
\n“performance-based compensation,” and subject to Section
\n4(f), no Participant may be granted Options and\/or Stock Appreciation Rights in
\nany calendar year with respect to more than 4,000,000 Shares, or Restricted
\nShare Awards or Restricted Share Unit Awards covering more than 1,000,000
\nShares. The maximum dollar value payable with respect to Performance Awards that
\nare valued with reference to property other than Shares and granted to any
\nParticipant in any one calendar year is $10,000,000.<\/p>\n

SECTION 14. AMENDMENTS AND TERMINATION. <\/strong>The Board may amend,
\nalter, suspend, discontinue or terminate the Plan or any portion thereof at any
\ntime; provided <\/em>that notwithstanding any other provision in this Plan,
\nno such amendment, alteration, suspension, discontinuation or termination shall
\nbe made: (i) without shareholder approval, if a proposed amendment or alteration
\nwould increase the benefits accruing to Participants, increase the maximum
\nnumber of shares which may be issued under the Plan (except as provided in
\nSection 4), modify the Plan’s eligibility requirements, or accelerate, lapse or
\nwaive restrictions other than in the case of death, disability, retirement or
\nchange in control; or (ii) without the consent of the affected Participant, if
\nsuch action would impair the rights of such Participant under any outstanding
\nAward except as provided in Section 15(e) and (f). Notwithstanding anything to
\nthe contrary herein, the Committee may amend the Plan in such manner as may be
\nnecessary so as to have the Plan conform to local rules and regulations in any
\njurisdiction outside the United States or to qualify for or comply with any tax
\nor regulatory requirement for which or with which the Board deems it necessary
\nor desirable to qualify or comply.<\/p>\n

SECTION 15. GENERAL PROVISIONS. <\/strong><\/p>\n

(a) Transferability of Awards<\/em>. Awards may be transferred by will or
\nthe laws of descent and distribution and shall be exercisable, during the
\nParticipant’s lifetime, only by the Participant or, if permissible under
\napplicable law, by the Participant’s guardian or legal representative. A
\nParticipant may, in the manner established by the Committee, designate a
\nbeneficiary to exercise the rights of the Participant with respect to any Award
\nupon the death of the Participant. Awards may be transferred to one or more
\nFamily Members, individually or jointly, or to a trust whose beneficiaries
\ninclude the Participant or one or more Family Members under terms and conditions
\nestablished by the Committee. The Committee shall have authority to determine,
\nat the time of grant, any other rights or restrictions applicable to the
\ntransfer of Awards; provided however<\/em>, that no<\/p>\n<\/p>\n

9<\/p>\n<\/p>\n

\n

Award may be transferred to a third party for value or consideration. Any
\nAward shall be null and void and without effect upon any attempted assignment or
\ntransfer, except as provided in this Plan or the terms and conditions
\nestablished for an Award, including without limitation, any purported
\nassignment, whether voluntary or by operation of law, pledge, hypothecation or
\nother disposition, attachment, divorce or trustee process or similar process,
\nwhether legal or equitable.<\/p>\n

(b) Award Entitlement<\/em>. No Employee or Director shall have any claim
\nto be granted any Award under the Plan and there is no obligation for uniformity
\nof treatment of Employees or Directors under the Plan.<\/p>\n

(c) Terms and Conditions of Award<\/em>. The prospective recipient of any
\nAward under the Plan shall be deemed to have become a Participant subject to all
\nthe applicable terms and conditions of the Award upon the grant of the Award to
\nthe prospective recipient, unless the prospective recipient notifies the Company
\nwithin 30 days of the grant that the prospective recipient does not accept the
\nAward.<\/p>\n

(d) Award Adjustments<\/em>. Except as provided in Section 13, the
\nCommittee shall be authorized to make adjustments in Performance Award criteria
\nor in the terms and conditions of other Awards in recognition of unusual or
\nnonrecurring events affecting the Company or its financial statements or changes
\nin applicable laws, regulations or accounting principles. The Committee may
\ncorrect any defect, supply any omission or reconcile any inconsistency in the
\nPlan or any Award in the manner and to the extent it shall deem desirable to
\ncarry it into effect.<\/p>\n

(e) Committee Right to Cancel<\/em>. The Committee shall have full power
\nand authority to determine whether, to what extent and under what circumstances
\nany Award shall be canceled or suspended at any time prior to a Change in
\nControl: (i) if an Employee, without the consent of the Committee, while
\nemployed by the Company or after termination of such employment, becomes
\nassociated with, employed by, renders services to or owns any interest (other
\nthan an interest of up to 5% in a publicly traded company or any other
\nnonsubstantial interest, as determined by the Committee) in any business that is
\nin competition with the Company; or (ii) the Participant’s willful engagement in
\nconduct which is injurious to the Company, monetarily or otherwise. For purposes
\nof clause (ii), no act, or failure to act, on the Participant’s part shall be
\ndeemed “willful” unless done, or omitted to be done, by the Participant not in
\ngood faith and without reasonable belief that the Participant’s act, or failure
\nto act, was in the best interest of the Company; or (iii) misconduct described
\nin Section 15(f). In the event of a dispute concerning the application of this
\nSection 15(e), no claim by the Company shall be given effect unless the Board
\ndetermines that there is clear and convincing evidence that the Committee has
\nthe right to cancel an Award or Awards hereunder, and the Board finding to that
\neffect is adopted by the affirmative vote of not less than three quarters of the
\nentire membership of the Board (after reasonable notice to the Participant and
\nan opportunity for the Participant to provide information to the Board in such
\nmanner as the Board, in its sole discretion, deems to be appropriate under the
\ncircumstances).<\/p>\n

(f) Clawback<\/em>. Notwithstanding any other provision of the Plan to the
\ncontrary, in accordance with the Company’s Corporate Governance Guidelines, if
\nthe Board learns of any misconduct by an Executive Officer that contributed to
\nthe Company having to restate all or a portion of its financial statements, the
\nBoard will, to the full extent permitted by governing law, in all appropriate
\ncases, effect the cancellation and recovery of Awards (or the value of Awards)
\npreviously granted to the Executive Officer if: (i) the amount of the Award was
\ncalculated based upon the achievement of certain financial results that were
\nsubsequently the subject of a restatement, (ii) the executive engaged in
\nintentional misconduct that caused or partially caused the need for the
\nrestatement, and (iii) the amount of the Award had the financial results been
\nproperly reported would have been lower than the amount actually awarded.<\/p>\n

(g) Stock Certificate Legends<\/em>. All certificates for Shares delivered
\nunder the Plan pursuant to any Award shall be subject to such stock transfer
\norders and other restrictions as the Committee may deem advisable under the
\nrules, regulations, and other requirements of the Securities and Exchange
\nCommission, any stock exchange upon which the Shares are then listed and any
\napplicable Federal or state securities law, and the Committee may cause a legend
\nor legends to be put on any such certificates to make appropriate reference to
\nsuch restrictions.<\/p>\n

(h) Compliance with Securities Laws<\/em>. No Award granted hereunder
\nshall be construed as an offer to sell securities of the Company, and no such
\noffer shall be outstanding, unless and until the Committee in its sole
\ndiscretion has determined that any such offer, if made, would be in compliance
\nwith all applicable requirements of the U.S. Federal securities laws and any
\nother laws to which such offer, if made, would be subject.<\/p>\n<\/p>\n

10<\/p>\n<\/p>\n

\n

(i) Dividends<\/em>. No Award of Options or Stock Appreciation Rights
\nshall have the right to receive dividends or dividend equivalents. Subject to
\nthe provisions of the Plan and any Award Agreement, the recipient of an Award of
\nRestricted Share Units or Restricted Shares may, if so determined by the
\nCommittee, be entitled to receive, currently or on a deferred basis, cash
\ndividends, or cash payments in amounts equivalent to cash dividends on Shares,
\nwith respect to the number of Shares covered by the Award, as determined by the
\nCommittee, in its sole discretion, and the Committee may provide that such
\namounts (if any) shall be deemed to have been reinvested in additional Shares or
\notherwise reinvested. Notwithstanding the foregoing, dividends or dividend
\nequivalents may, if so determined by the Committee, be accrued on Restricted
\nShare Units that have a performance feature and paid after the awards are
\nearned; provided that, no dividends or dividend equivalents shall be paid on the
\nnumber (if any) of Restricted Share Units that have not been earned during a
\nperformance period.<\/p>\n

(j) Consideration for Awards<\/em>. Except as otherwise required in any
\napplicable Award Agreement or by the terms of the Plan, recipients of Awards
\nunder the Plan shall not be required to make any payment or provide
\nconsideration other than the rendering of services.<\/p>\n

(k) Delegation of Authority by Committee<\/em>. The Committee may delegate
\nto one or more Executive Officers or a committee of Executive Officers the right
\nto grant Awards to Employees who are not Executive Officers or Directors of the
\nCompany and to cancel or suspend Awards to Employees who are not Executive
\nOfficers or Directors of the Company.<\/p>\n

(l) Withholding Taxes<\/em>. The Company shall be authorized to withhold
\nfrom any Award granted or payment due under the Plan the amount of withholding
\ntaxes due in respect of an Award or payment hereunder and to take such other
\naction as may be necessary in the opinion of the Company to satisfy all
\nobligations for the payment of such taxes. The Committee shall be authorized to
\nestablish procedures for election by Participants to satisfy such obligations
\nfor the payment of such taxes by delivery of or transfer of Shares to the
\nCompany or by directing the Company to retain Shares otherwise deliverable in
\nconnection with the Award.<\/p>\n

(m) Other Compensatory Arrangements<\/em>. Nothing contained in this Plan
\nshall prevent the Board from adopting other or additional compensation
\narrangements, subject to shareholder approval if such approval is required; and
\nsuch arrangements may be either generally applicable or applicable only in
\nspecific cases.<\/p>\n

(n) Governing Law<\/em>. The Plan and all determinations made and actions
\ntaken thereunder, to the extent not otherwise governed by the laws of the United
\nStates, shall be governed by the laws of the State of New York, without
\nreference to principles of conflict of laws, and construed accordingly.<\/p>\n

(o) Severability<\/em>. If any provision of this Plan is or becomes or is
\ndeemed invalid, illegal or unenforceable in any jurisdiction, or would
\ndisqualify the Plan or any Award under any law deemed applicable by the
\nCommittee, such provision shall be construed or deemed amended to conform to
\napplicable laws or if it cannot be construed or deemed amended without, in the
\ndetermination of the Committee, materially altering the intent of the Plan, it
\nshall be stricken and the remainder of the Plan shall remain in full force and
\neffect.<\/p>\n

(p) Awards to Non-U.S. Employees<\/em>. Awards may be granted to Employees
\nand Directors who are foreign nationals or employed outside the United States,
\nor both, on such terms and conditions different from those applicable to Awards
\nto Employees and Directors who are not foreign nationals or who are employed in
\nthe United States as may, in the judgment of the Committee, be necessary or
\ndesirable in order to recognize differences in local law or tax policy. The
\nCommittee also may impose conditions on the exercise or vesting of Awards in
\norder to minimize the Company’s obligation with respect to tax equalization for
\nEmployees on assignments outside their home countries.<\/p>\n

(q) Repricing Prohibited<\/em>. Except as provided in Section 4(f), the
\nterms of outstanding Options or Stock Appreciation Rights may not be amended,
\nand action may not otherwise be taken without shareholder approval, to:
\n(i) reduce the exercise price of outstanding Options or Stock Appreciation
\nRights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange
\nfor Options or Stock Appreciation Rights with an exercise price that is less
\nthan the exercise price of the original Options or Stock Appreciation Rights, or
\n(iii) replace outstanding Options or Stock Appreciation Rights in exchange for
\nother Awards or cash.<\/p>\n

(r) Deferral. <\/em>The Committee may require or permit Participants to
\nelect to defer the issuance of Shares or the settlement of Awards in cash or
\nother property to the extent that such deferral complies with Section 409A<\/p>\n<\/p>\n

11<\/p>\n<\/p>\n

\n

and any regulations or guidance promulgated thereunder. The Committee may
\nalso authorize the payment or crediting of interest, dividends or dividend
\nequivalents on any deferred amounts.<\/p>\n

(s) Compliance with Section 409A of the Code<\/em>. Except to the extent
\nspecifically provided otherwise by the Committee and notwithstanding any other
\nprovision of the Plan, Awards under the Plan are intended to satisfy the
\nrequirements of Section 409A of the Code (and the Treasury Department guidance
\nand regulations issued thereunder) so as to avoid the imposition of any
\nadditional taxes or penalties under Section 409A of the Code. If the Committee
\ndetermines that an Award, payment, distribution, transaction or any other action
\nor arrangement contemplated by the provisions of the Plan would, if undertaken,
\ncause a Participant to become subject to any additional taxes or other penalties
\nunder Section 409A of the Code, then unless the Committee specifically provides
\notherwise, such Award, payment, distribution, transaction or other action or
\narrangement shall not be given effect to the extent it causes such result and
\nthe related provisions of the Plan and\/or Award Agreement will be deemed
\nmodified, or, if necessary, suspended in order to comply with the requirements
\nof Section 409A of the Code to the extent determined appropriate by the
\nCommittee, in each case without the consent of or notice to the Participant.
\nAlthough the Company may attempt to avoid adverse tax treatment under
\nSection 409A of the Code, the Company makes no representation to that effect and
\nexpressly disavows any covenant to maintain favorable or avoid unfavorable tax
\ntreatment. The Company shall be unconstrained in its corporate activities
\nwithout regard to the potential negative tax impact on holders of Awards under
\nthe Plan.<\/p>\n

SECTION 16. TERM OF PLAN. <\/strong>No Award shall be granted pursuant
\nto the Plan after May 7, 2019, but any Award theretofore granted may extend
\nbeyond that date. The effective date of the Plan shall be the date it is
\napproved by the shareholders of the Company. If the shareholders of the Company
\ndo not approve the Plan, then the Plan and all rights hereunder shall
\nimmediately terminate and no Participant (or any permitted transferee) shall
\nhave any remaining rights under the Plan and any Award granted under it shall be
\ncancelled.<\/p>\n

SECTION 17. TERMINATION OF PRIOR PLAN. <\/strong>No stock options or
\nother awards may be granted under the 2004 Alcoa Stock Incentive Plan after
\nApril 30, 2009, but all such awards theretofore granted shall extend for the
\nfull stated terms thereof and be administered under the 2004 Alcoa Stock
\nIncentive Plan. Notwithstanding any other provision to the contrary, all
\noutstanding awards previously granted under Prior Plans shall be governed by the
\nterms and conditions of the applicable Prior Plans under which such awards were
\ngranted.<\/p>\n<\/p>\n

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