EXHIBIT 10(g)(1)
ALCOA INC.
DEFERRED FEE PLAN FOR DIRECTORS
(Amended July 9, 1999)
Article I
INTRODUCTION
Alcoa Inc. (the "Company") has established this Deferred
Fee Plan for Directors (the "Plan") to provide non-employee
Directors with an opportunity to defer receipt of cash fees to be
earned for services rendered as a Director, generally until after
termination of service as a Director.
Article II
DEFINITIONS
2.1 Definitions. The following definitions apply unless
the context clearly indicates otherwise:
(a) Alcoa Stock Option shall mean the Investment
Option established hereunder with reference to the
Alcoa Stock fund under the Savings Plan.
(b) Beneficiary means the person or persons designated
by a Participant under Section 4.1 to receive any
amount payable under Section 5.3.
(c) Board of Directors means the Board of Directors of
the Company.
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(d) Committee means the Inside Director Committee of
the Board.
(e) Credits means amounts credited to a Participant's
Deferred Fee Account, with all Investment Option
units valued by reference to the comparable fund
offered under the Company's principal savings plan
for salaried employees ("Savings Plan").
(f) Deferred Fee Account means a bookkeeping account
established by the Company in the name of a Director
with respect to amounts deferred hereunder.
(g) Director means a non-employee member of the Board
of Directors. Any Director who is a director or
chairman of the board of directors of a subsidiary 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
eligibility under this Plan.
(h) Fees means all cash amounts payable to a Director
for services rendered as a Director and which are
specifically designated as fees, including, but not
limited to, annual and/or quarterly retainer fees,
fees (if any) paid for attending meetings of the
Board of Directors or any committee thereof and any
per diem fees.
(i) Investment Option means the respective options
established hereunder with reference to the
comparable funds under the Savings Plan, except as
otherwise determined by the Committee for any fund
added to the Savings Plan after January 1, 1993.
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(j) Participant means a person who has elected to
participate in the Plan.
(k) Secretary means the Secretary of the Company.
(l) Unforeseeable Emergency means a severe financial
hardship resulting from extraordinary and
unforeseeable circumstances arising as a result of
one or more recent events beyond the control of the
Participant, which cannot be eliminated by other
reasonably available resources of the Participant.
Article III
DEFERRAL OF COMPENSATION
3.1 Amount of Deferral. A Director may elect to defer
receipt of all Fees, or of all Fees of one or more types, or a
specified portion (in 10% increments) of either of the foregoing,
otherwise payable to him or her.
3.2 Manner of Electing Deferral. A Director may elect, or
modify a prior election, to defer the receipt of all or certain
Fees by giving written notice to the Secretary on a form provided
by the Company.
3.3 Time of Election of Deferral; Revocation. An election
to defer Fees shall be made prior to the beginning of the
calendar quarter in which the Fees will be earned; provided,
however, that an election made within 30 days after a person
first becomes a Director shall be effective for Fees earned after
such election is made. An election shall continue in effect
until the end of the Participant's service as a Director or until
the
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Secretary is notified in writing of a cancellation or
modification of the election pursuant to this Section 3.3,
whichever shall occur first; provided, however, that unless and
then only to the extent that the Committee, in its sole
discretion, determines that an Unforeseeable Emergency exists,
the election deferring receipt of payment may not be canceled or
modified except with regard to Fees to be earned in the
quarter(s) beginning after the date the election is so canceled
or modified.
3.4 Deferring Fees. A Participant shall designate the
portion of his or her deferred Fees to be invested in one or more
of the Investment Options. Beginning January 1, 1996, all Fees
deferred by a Participant in any calendar year shall be invested
in the Alcoa Stock Option until one-half of the amount of the
annual retainer fee to which such Participant is entitled for
such year has been so invested. Thereafter, designations of
other Investment Options by a Participant may be made or shall be
given effect. A Participant's deferred Fees shall be credited to
the designated Investment Option(s) at the end of the month in
which such deferred Fees would have been payable to such
Participant but for an election to defer receipt of those Fees,
except that the retainer fees shall be credited as of the first
day of January, April, July and October of the year in which they
are earned. Such Fees shall be credited to a Participant's
Deferred Fee Account as Credits for "units" in the Participant's
Deferred Fee Account. As of any specified date the value per
unit shall be deemed to be the value determined for the
comparable fund under the Savings Plan.
3.5 Transfers. A Participant may elect to designate a
different Investment Option for all or any portion of the Credits
for units in the various Investment Options in his or her
Deferred Fee Account, except that Credits for units in the Alcoa
Stock Option may not be transferred to any other Investment
Option while the Participant is a Director. Beginning six months
after termination of Board service and prior to a complete
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distribution of the Participant's account, the Participant may
transfer Credits for units in the Alcoa Stock Option to other
Investment Options to the same extent and frequency as a
participant in the Savings Plan. A written election for transfer
on a form provided by the Company must be received by the
Secretary prior to 4:00 p.m. Eastern Time the business day when
it is to become effective. Such election shall be subject to
reasonable administrative minimums, and any restrictions
recommended by counsel to assure that the Alcoa Stock Option does
not become subject to Section 16 of the Securities Exchange Act
of 1934 and/or to assure compliance with the provisions thereof.
3.6 Method of Payment.
(a) All payments with respect to a Participant's
Deferred Fee Account shall be made in cash, and no
Participant shall have the right to demand payment
in shares of Company stock or in any other medium.
(b) Payments shall be made in a lump sum or, at the
election of the Participant, in annual or quarterly
installments. The date of the first such payment
shall not be later than the first day of the first
calendar quarter subsequent to the Participant's
attainment of age 70 in which the Participant shall
not be serving as a Director.
(c) An election to receive installment payments in
lieu of a lump sum must be made at least one year
before the Participant's service as a Director
terminates.
3.7 Election for pre-1990. Any Participant who deferred
Fees payable for any year prior to 1990 shall be permitted to
elect to designate one or more of the current
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Investment Options for all (but not less than all) of the amount
credited to his Deferred Fee Account. The election must be
received by the Secretary prior to the effective date fixed by
the Committee and is subject to the approval of the Committee.
Through the date such election becomes effective (if any) his
Deferred Fee Account will earn interest as provided in the Plan
prior to the 1989 amendments.
3.8 Transition Provision for 1992. The blackout period
from November 2, 1992 through January 1, 1993 and the mapping of
Credits from the old to the new Investment Options shall be
administered under the Plan in the same fashion as for the
Savings Plan, except as otherwise determined by the Committee.
Article IV
BENEFICIARIES
4.1 Designation of Beneficiary. Each Participant may
designate from time to time any person or persons, natural or
otherwise, as his Beneficiary or Beneficiaries to whom the
amounts credited to his or her Deferred Fee Account are to be
paid if he or she dies before all such amounts have been paid to
the Participant. Each Beneficiary designation shall be made on a
form prescribed by the Company and shall be effective only when
filed with the Secretary during the Participant's lifetime. Each
Beneficiary designation filed with the Secretary shall revoke all
Beneficiary designations previously made. The revocation of a
Beneficiary designation shall not require the consent of any
Beneficiary. In the absence of an effective Beneficiary
designation or if payment can be made to no Beneficiary, payment
shall be made to the Participant's estate.
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Article V
PAYMENTS
5.1 Payment of Deferred Fees. No payment may be made from
a Director's Deferred Fee Account except as provided in this
Article, unless and then only to the extent that an Unforeseeable
Emergency exists as determined by the Committee in its sole
discretion. In the latter case the Committee shall determine
when and to what extent Credits in a Participant's Deferred Fee
Account may be paid to such Participant prior to or after
termination as a Director.
5.2. Payment Upon Termination as Director. The value
of a Participant's Deferred Fee Account shall be payable in cash
in a lump sum on or about the first day of the calendar quarter
succeeding the quarter in which the Participant's service as a
Director is terminated, or, if elected in advance under Section
3.6 hereof, in a lump sum or annual or quarterly installments
beginning as specified in the election. If installments are
elected, the amount of each payment shall be a fraction of the
value of the Participant's Deferred Fee Account on the last day
of the calendar quarter preceding payment, the numerator of which
is one and the denominator of which is the total number of
installments elected minus the number of installments previously
paid. Such installment payments shall be made on or about the
first day of each succeeding year or quarterly period until said
Account is exhausted, except as provided in Section 5.1 or
Section 5.3.
5.3 Payment Upon Participant's Death. If a Participant
dies with any amount credited to his or her Deferred Fee Account,
the value of said Account shall be paid in a single payment(s) to
the Beneficiary(ies) or estate, as the case may be, on or about the
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first day of the calendar quarter next following the date of
death or such later date as shall have been selected by the
Participant with the consent of the Committee.
Article VI
MISCELLANEOUS
6.1 Participant's Rights Unsecured. The right of any
Participant to receive payments from his or her Deferred Fee
Account shall be a claim against the general assets of the
Company as an unsecured general creditor. The Company may, in
its absolute discretion, establish one or more trusts or reserves
which may be funded by reference to amounts of Credits standing
in Participants' Deferred Fee Accounts hereunder or otherwise.
6.2 Non-assignability. The right of any Participant or
Beneficiary to the payment of Credits in a Deferred Fee Account
shall not be assigned, transferred, pledged or encumbered and
shall not be subject in any manner to alienation or anticipation.
6.3 Administration and Interpretation. The Plan shall be
administered by the Committee which shall have authority to adopt
rules and regulations for carrying out the Plan and to interpret,
construe and implement its provisions. Decisions of the
Committee shall be final and binding. Routine administration may
be delegated by the Committee.
6.4 Amendment and Termination. The Plan may be amended,
modified or terminated at any time by the Board of Directors. No
amendment, modification or termination shall, without the consent
of a Participant, adversely affect such Participant's
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rights with respect to amounts theretofore credited to his or her
Deferred Fee Account or earlier effect the payment of Fees already
deferred.
6.5 Notices. All notices to the Company under the Plan
shall be in writing and shall be given to the Secretary or to an
agent or other person designated by the Secretary.
6.6 Governing Law. 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 application of the laws of another jurisdiction.
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