Exhibit 10(h)
ALUMINUM COMPANY OF AMERICA
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Revised March 10, 1995)
1. Purpose
The purpose of this Restricted Stock Plan for Non-Employee
Directors (the "Plan") of Aluminum Company of America (the
"Company") is to increase the ownership interest in the
Company of non-employee Directors whose services are con-
sidered essential to the Company's continued growth and
progress and to provide a further incentive to serve as a
Director of the Company. The Plan is a continuation of the
Stock Plan for Non-Employee Directors which originally became
effective November 17, 1989.
2. Administration
The Plan shall be administered by a Committee consisting of
Directors who are employees of the Company and thus not
eligible to participate in the Plan (presently, the Inside
Director Committee). Subject to the provisions of the Plan,
the Committee shall have authority to adopt rules and regu-
lations for carrying out the Plan and to interpret, construe
and administer its provisions. The decisions of the Com-
mittee shall be final and binding upon all parties.
3. Eligibility
Directors of the Company who are not employees of the Company
or any subsidiary or affiliate of the Company shall be
eligible to participate in the Plan. Any Director who is a
director or chairman of the board of directors of a subsi-
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diary or affiliate of the Company shall not, by virtue
thereof, be deemed to be an employee of the Company or such
subsidiary or affiliate for purposes of such eligibility.
4. Awards of Restricted Shares
On the date of the Company's annual shareholders meeting in
each year, each eligible Director elected at such meeting or
whose term of office continues beyond the time of such
meeting shall be granted 500 Restricted Shares. "Restricted
Shares" means shares of the Company's common stock, par value
$1.00 ("Company Stock"), which are subject to the terms and
conditions of Section 5 of this Plan. Only shares of Company
Stock which previously have been issued and reacquired by the
Company ("treasury shares") shall be utilized for awards of
Restricted Shares under this Plan.
5. Terms and Conditions of Restrictions
(a) Shares issued to a non-employee Director as an award
of Restricted Shares shall be subject to the following terms
and conditions:
(i) None of the Restricted Shares may be sold, assigned,
transferred, pledged or otherwise encumbered during the
Restriction Period; and
(ii) All Restricted Shares shall be forfeited and shall
be returned to the Company and all rights of the non-
employee Director to such Restricted Shares shall termi-
nate without any payment of consideration by the Company
if a non-employee Director's service with the Board
terminates prior to the end of the Restriction Period.
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Each eligible non-employee Director, as a condition to
receipt of the first award of Restricted Shares, shall
execute and deliver to the Company a stock power in blank
with respect to all Restricted Shares that may be awarded
to such Director in the future. Such stock power shall be
held in custody by the secretary of the Company and shall
be used only to effect a transfer of Restricted Shares to
the Company in connection with a forfeiture of Restricted
Shares by such Director.
(b) During the Restriction Period, except following a
forfeiture as set forth in paragraph (a)(ii) above, the non-
employee Director shall beneficially own the Restricted
Shares and shall have all of the rights of a shareholder of
Company Stock (other than the right to transfer, sell,
assign, pledge or otherwise encumber the shares), including
but not limited to the right to receive all cash dividends
paid on such Restricted Shares and the right to vote such
Restricted Shares. All shares of Company Stock or other
securities paid on Restricted Shares (whether as a dividend
or other distribution) shall be held in accordance with
Section 6 of this Plan and shall be subject to the same
restrictions as the Restricted Shares to which they relate.
6. Uncertificated Shares; Legended Certificates
(a) All Restricted Shares shall be and remain uncerti-
ficated during the Restriction Period. Restricted Shares
shall be held in accounts established by the Company for
each non-employee Director with First Chicago Trust Company
of New York or such other financial institution which may
act as Transfer Agent for Company Stock from time to time
(in such capacity, the "Agent"). The Company shall cause
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the Agent to issue one or more certificates for shares held
in a non-employee Director's account promptly after expira-
tion of the Restriction Period. In the event of a for-
feiture of Restricted Shares, all Restricted Shares standing
in the account of such Director shall be delivered and shall
belong to the Company.
(b) Notwithstanding the foregoing, in the event any
certificate for Restricted Shares is delivered to a non-
employee Director prior to the expiration of the Restriction
Period, the Company shall cause the following legend to be
set forth thereon:
"The transferability of this certificate and the
shares of stock represented hereby is subject to
the restrictions, terms and conditions (including
forfeiture and restrictions on transfer, sale or
pledge) contained in the Aluminum Company of
America Restricted Stock Plan for Non-Employee
Directors. A copy of that Plan is on file in the
office of the secretary of Aluminum Company of
America, 425 Sixth Avenue, Alcoa Building, Pitts-
burgh, Pennsylvania 15219-1850."
Such legend shall not be removed from any such stock certi-
ficate until the expiration of the Restriction Period.
(c) "Restriction Period" means, with respect to an award
of Restricted Shares, the period from the date of such award
to the date the restrictions on the Restricted Shares so
awarded lapse as provided in Section 7 (a) of this Plan. The
foregoing notwithstanding, the Restriction Period for an
award of Restricted Shares shall not lapse for any reason
until at least six months following such award date.
7. Lapse of Restrictions; Expiration of Restriction Period
(a) The restrictions set forth in Section 5 shall lapse
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with respect to any award of Restricted Shares and the
Restriction Period shall terminate with respect thereto upon
the occurrence of the earliest of the following events:
(i) the death of the Director;
(ii) the disability of the Director requiring discon-
tinuance of service on the Board;
(iii) termination of Board service in order to enter
government service;
(iv) resignation of the Director from the Board after
furnishing an opinion of counsel reasonably satis-
factory to a majority of the Board (other than the
affected Director) to the effect that continued
membership on the Board will result in the Director
having a conflict of interest or suffering some
other significant legal liability;
(v) a determination by a majority of the Board (other
than the affected Director) that such Director has
an Immediate and Severe Financial Hardship which
cannot be met through any other means, limited to
the number of Restricted Shares necessary to meet
that hardship;
(vi) the failure of the Director to be re-elected after
being duly nominated;
(vii) the failure of the Director to be nominated for
Board service other than due to the Director's
refusal or failure to stand for such renomination;
or
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(viii) termination of Board service after having reached
retirement age under the Board's then current tenure
policy for directors.
(b) "Immediate and Severe Financial Hardship" shall mean
an immediate and severe financial hardship resulting from a
sudden and unexpected illness or accident of a Director or
such Director's spouse or dependents, or from a loss of such
Director's property due to casualty or other similar
extraordinary and unforseeable circumstances arising as a
result of events beyond the control of such Director.
8. Regulatory Limitations
The Company reserves the right to take such actions with
respect to this Plan and to any Restricted Shares awarded
hereunder which in its judgment are necessary or desirable
to assure compliance with applicable securities laws and
stock exchange rules.
9. Adjustment upon Changes in Company Stock
In the event there shall be any change in Company Stock
through merger, consolidation, reorganization, recapitaliza-
tion, stock dividend, stock split, exchange of stock or other
change in the corporate structure or shares of the Company,
appropriate adjustments shall be made in the number and kind
of shares or other securities or property subject to subse-
quent awards hereunder to reflect such changes.
10. Amendment and Termination of Plan
The Board of Directors may from time to time amend, modify,
suspend or terminate this Plan, provided however that the
provisions of the Plan regarding eligibility, timing of
awards and the number of shares included in any award may
not be amended or revised more than once every six months
other than to comport with changes in the Internal Revenue
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Code of 1986, as amended, or the rules and regulations
thereunder.
11. Withholding Taxes
The Company shall have the right to require, prior to the
delivery or release of any share certificate, payment of
any taxes required by law to be withheld with respect to
the shares. A Director may satisfy his or her obligation
to pay any United States' Federal, state or local withholding
taxes by having the Company withhold from the shares of
Company Stock to be so delivered or released or by directing
the Agent to pay over to the Company from the account of such
Director with such Agent that number of shares whose Fair
Market Value on the date taxes are determined equals the
withholding amount to be paid. "Fair Market Value" is the
mean between the high and low trading prices.
12. Miscellaneous
This Plan shall not be construed as conferring any rights
upon any Director to continue as a Director for any period
of time, or at any particular rate of compensation.
Restricted Shares awarded hereunder shall constitute com-
pensation for services as a Director.
This Plan shall be construed in accordance with and governed
by the laws of the Commonwealth of Pennsylvania, excluding
any choice of law provisions which may indicate the applica-
tion of the laws of another jurisdiction.
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