{"id":40731,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/terms-and-conditions-for-restricted-share-units-alcoa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"terms-and-conditions-for-restricted-share-units-alcoa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/terms-and-conditions-for-restricted-share-units-alcoa.html","title":{"rendered":"Terms and Conditions for Restricted Share Units – Alcoa"},"content":{"rendered":"

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

TERMS AND CONDITIONS FOR RESTRICTED SHARE UNITS
\n<\/strong><\/p>\n

Effective January 1, 2011 <\/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 Award of Restricted Share Units issued on or after January
\n1, 2011 under the 2009 Alcoa Stock Incentive Plan, as last amended prior to the
\ngrant (the “Plan”).<\/p>\n

Terms that are defined in the Plan have the same meanings in these terms and
\nconditions, except that Alcoa or Company means Alcoa Inc. or any of its
\ncontrolled subsidiaries or affiliates.<\/p>\n

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

1. Restricted Share Units are subject to the provisions of the Plan and the
\nprovisions of these terms and conditions. A Restricted Share Unit is an
\nundertaking by the Company to issue the number of Shares indicated in the
\nParticipant’s account at Merrill Lynch’s OnLine \u00ae<\/sup> website
\nwww.benefits.ml.com<\/u>, except to the extent otherwise provided in the Plan
\nor herein. A Participant has no voting rights or rights to receive dividends on
\nRestricted Share Units, but the Board of Directors may authorize that dividend
\nequivalents be accrued and paid on Restricted Share Units upon vesting.<\/p>\n

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

2. A Restricted Share Unit vests on the third anniversary date of the Grant
\nDate.<\/p>\n

3. Except as provided in paragraph 4, if a Participant’s employment with the
\nCompany is terminated before the Restricted Share Unit vests, the Award is
\nforfeited and is automatically canceled.<\/p>\n

4. The following are exceptions to the vesting rules:<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Death<\/u>: a Restricted Share Unit held by a Participant who
\ndies while an employee is not forfeited, but vests on the original stated
\nvesting date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Change in Control<\/u>: a Restricted Share Unit vests if a
\nReplacement Award is not provided following certain Change in Control events, as
\ndescribed in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2011 RESTRICTED SHARE UNIT TERMS AND CONDITIONS (JANUARY 2011)\n<\/p>\n

1<\/p>\n

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

Retirement<\/u>: a Restricted Share Unit is not forfeited if
\nit is held by a Participant who retires at least 6 months after the grant date
\nunder a Company plan (or if there is no Company plan, a government retirement
\nplan) in which the Participant is eligible for an immediate payment of a
\nretirement benefit. In such event, the Restricted Share Unit vests in accordance
\nwith the original vesting schedule of the grant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

Divestiture<\/u>: if a Restricted Share Unit is held by a
\nParticipant identified by the Company to be terminated from employment with the
\nCompany as a result of a divestiture of a business or a portion of a business of
\nthe Company and the Participant either becomes an employee of (or is leased or
\nseconded to) the entity acquiring the business on the date of the closing, or
\nthe Participant is not offered employment with the entity acquiring the business
\nand is terminated by the Company within 90 days of the closing of the sale,
\nthen, at the discretion of the Chief Executive Officer of Alcoa Inc., the
\nRestricted Share Unit will not be forfeited and will vest in accordance with the
\noriginal vesting schedule. For purposes of this paragraph, employment by “the
\nentity acquiring the business” includes employment by a subsidiary or affiliate
\nof the entity acquiring the business; and “divestiture of a business” means the
\nsale of assets or stock resulting in the sale of a going concern. “Divestiture
\nof a business” does not include a plant shut down or other termination of a
\nbusiness.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Taxes <\/strong><\/p>\n

5. All taxes required to be withheld under applicable tax laws in connection
\nwith a Restricted Share Unit must be paid by the Participant at the appropriate
\ntime under applicable tax laws. Alcoa will withhold from the Shares to be issued
\nupon payment of the Restricted Share Unit that number of Shares with a Fair
\nMarket Value on the vesting date equal to the taxes required to be withheld at
\nthe minimum required rates, which include, for Participants subject to taxation
\nin the United States, applicable income taxes, federal and state unemployment
\ncompensation taxes and FICA\/FUTA taxes.<\/p>\n

Fair Market Value <\/strong><\/p>\n

6. “Fair Market Value” per Share on any given date is the closing price per
\nShare on that date as reported on the New York Stock Exchange or other stock
\nexchange on which the Shares principally trade. If the New York Stock Exchange
\nor such other exchange is not open for business on the date Fair Market Value is
\nbeing determined, the closing price as reported for the next business day on
\nwhich that exchange is open for business will be used.<\/p>\n<\/p>\n

2011 RESTRICTED SHARE UNIT TERMS AND CONDITIONS (JANUARY 2011)\n<\/p>\n

2<\/p>\n

\n

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

7. Participants will be entitled to designate one or more beneficiaries to
\nreceive all Restricted Share Units that have not yet vested at the time of death
\nof the Participant. All beneficiary designations will be on beneficiary
\ndesignation forms approved for the Plan. Copies of the form are available from
\nthe Communications Center on Merrill Lynch’s OnLine \u00ae<\/sup> website
\nwww.benefits.ml.com<\/u>.<\/p>\n

8. Beneficiary designations on an approved form will be effective at the time
\nreceived by the Communications Center on Merrill Lynch’s OnLine \u00ae<\/sup>
\nwebsite www.benefits.ml.com<\/u>. A Participant may revoke a beneficiary
\ndesignation at any time by written notice to the Communications Center on
\nMerrill Lynch’s OnLine \u00ae<\/sup> website www.benefits.ml.com<\/u>. or by
\nfiling a new designation form. Any designation form previously filed by a
\nParticipant will be automatically revoked and superseded by a later-filed form.\n<\/p>\n

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

10. 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 Restricted Share Unit prior to the death
\nof the Participant who designated such beneficiary.<\/p>\n

11. Unless the Participant indicates on the form that a named beneficiary is
\nto receive Restricted Share Units only upon the prior death of another named
\nbeneficiary, all beneficiaries designated on the form will be entitled to share
\nequally in the Restricted Share Unit upon vesting. Unless otherwise indicated,
\nall such beneficiaries will have an equal, undivided interest in all such
\nRestricted Share Units.<\/p>\n

12. Should a beneficiary die after the Participant but before the Restricted
\nShare Unit is paid, such beneficiary’s rights and interest in the Award will be
\ntransferable by the beneficiary’s last will and testament or by the laws of
\ndescent and distribution. A named beneficiary who predeceases the Participant
\nwill obtain no rights or interest in a Restricted Share Unit, nor will any
\nperson claiming on behalf of such individual. Unless otherwise specifically
\nindicated by the Participant on the form, beneficiaries designated by class
\n(such as “children,” “grandchildren” etc.) will be deemed to refer to the
\nmembers of the class living at the time of the Participant’s death, and all
\nmembers of the class will be deemed to take “per<\/u> capita<\/u>.”<\/p>\n

Performance Feature <\/strong><\/p>\n

13. If a Restricted Share Unit is issued with a performance feature, the
\nfollowing additional terms and conditions will apply to that Award:<\/p>\n\n\n\n
<\/td>\n\n<\/td>\n<\/td>\n\n

The Participant will have the right to receive from 0% to 200%
\nof the number of Shares indicated on the grant date, based on achievement of
\nperformance objectives established by the Committee for that Award.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2011 RESTRICTED SHARE UNIT TERMS AND CONDITIONS (JANUARY 2011)\n<\/p>\n

3<\/p>\n

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

The performance period is three years. Performance for each year
\nof the three-year period will be determined by the Committee at the end of each
\nyear with one-third of the number of restricted share units initially granted
\nsubject to the performance criteria each year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2011 RESTRICTED SHARE UNIT TERMS AND CONDITIONS (JANUARY 2011)\n<\/p>\n

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