July 18, 1994
Mr. Geoffrey W. Smith
13505 S. Fairview
Baton Rouge, LA 70816
Dear Geoff:
We are pleased to advise you that at a recent meeting of the
Compensation Committee of the Board of Directors, such Committee
consisting of identical members for Kaiser Aluminum Corporation
("KAC") and Kaiser Aluminum & Chemical Corporation ("KACC")
(collectively, the "Company"), you were selected for a grant of
restricted stock under the Kaiser 1993 Omnibus Stock Incentive
Plan (the "Plan").
Attached hereto as Exhibit A is a copy of Section 10 of the
Plan which sets forth the provisions of the restricted stock
granted to you. In addition, you may refer to the summary
description you received in August 1993 when you were granted
stock options under the Plan. Finally, you may receive a copy of
the entire controlling Plan upon request from Byron Wade, at the
address set forth below or by calling (713) 267-3670.
The Company has granted to you on May 24, 1994, on the terms
and conditions set forth in the Plan, 51,282 shares of KAC common
stock (restricted), $0.01 par value, at a price of $9.75 per
share, the closing price on the New York Stock Exchange on May
24, 1994, the date of the Compensation Committee meeting. Such
shares may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated for a four year period from
the date of grant; provided that such restrictions will expire or
be removed as to 25% of such shares each year for the next four
(4) years, measured from the date of grant. In other words, 25%
of such shares shall be released from such restrictions on May
24, 1995.
Even though the shares released at such times will be free
from such restrictions, the shares might very well be considered
"control stock", and as such, any sales must be done so in
accordance with Rule 144 under the Securities Act of 1933, as
amended. In addition you should advise the legal department
(John Niemand in Pleasanton or Bernie Birkel in Houston, or in
their absence, Byron Wade) before engaging in any transactions
related to these shares. This is necessary in order to assure
compliance with various securities laws and to prevent any
potential personal liability for Section 16 "short swing"
profits. Also, let me remind you of (a) the general prohibition
on trading in company securities while in possession of "inside
information", and (b) the need to comply with the company's
policies on insider information and securities trading as set
forth in its Code of Business Conduct.
Page 1 of 2
Mr. Geoffrey W. Smith
July 18, 1994
The Compensation Committee has sole discretion to determine
which employees receive awards under the Plan and to establish
the terms of each award (subject to the provisions of the Plan).
The award of restricted stock should be considered as an
independent action and is not to be construed as repeatable or
ongoing. The Compensation Committee also has authority to
construe, interpret and implement the Plan, to make rules and
otherwise administer the Plan, and its determination on any
matter relating to the Plan is conclusive. The Boards may
terminate, suspend or revise, the Plan at any time, subject to
stockholder approval for certain types of amendments. However,
no amendment or other action by the Boards, including termination
of the Plan, may adversely affect any outstanding award without
consent of the recipient (or, if applicable, the recipient's
heirs or estate).
Please indicate your acceptance of the agreement by signing
below and returning such signed copy to Byron Wade, 5847 San
Felipe, Suite 2600, P.O. Box 572887, Houston, TX 77257-2887.
Sincerely,
George T. Haymaker, Jr.
Chairman of the Board and
Chief Executive Officer
I acknowledge and accept this award under the terms specified in
this letter and the Plan..
____________________________
Geoffrey W. Smith
____________________________
Date
Page 2 of 2
Exhibit A
Section 10. Restricted Stock
------------------------------
10.1 Grant of Restricted Stock. Subject to the provisions
-------------------------
of Sections 3, 4, and 5 the Committee, at any time and from time
to time, may Grant shares of Restricted Stock under the Plan to
such Participants and in such amounts as it shall determine.
Each Grant of Restricted Stock shall be in writing.
10.2 Transferability. Except as provided in Sections 10.7
---------------
and 10.8 hereof, the shares of Restricted Stock granted hereunder
may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated for such period of time as shall be
determined by the Committee and shall be specified in the
Restricted Stock Grant, or upon earlier satisfaction of other
conditions as specified by the Committee in its sole discretion
and set forth in the Restricted Stock Grant.
10.3 Other Restrictions. The Committee may impose such
------------------
other restrictions on any shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including, without
limitation, restrictions under applicable Federal or state
securities law, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions.
10.4 Voting Rights. Participants holding shares of
-------------
Restricted Stock granted hereunder may exercise full voting
rights with respect to those shares during the Period of
Restriction.
10.5 Dividends and Other Distributions. During the Period
---------------------------------
of Restriction, Participants holding shares of Restricted Stock
granted hereunder shall not be entitled to receive any dividends
and other distributions paid with respect to those shares while
they are so held. Any such dividends or distributions which
become payable during the Period of Restriction shall be paid to
KAC.
10.6 Termination of Employment Due to Retirement, Death or
-----------------------------------------------------
Disability; Early Retirement. In the event that a Participant
- - ----------------------------
retires after attaining normal retirement age under the Company's
pension plan, or dies or becomes disabled while holding
Restricted Stock granted under this Plan, the Period of
Restriction applicable to the Restricted Stock pursuant to
Subsection 10.2 hereof shall terminate automatically with respect
to that number of shares
(rounded to the nearest whole number) equal to the number of
shares of Restricted Stock granted to such Participant multiplied
by the number of full months which have elapsed since the date of
Grant divided by the maximum number of full months of the Period
of Restriction. Except to the extent otherwise determined by the
Committee pursuant to Section 4.1, all remaining shares shall be
forfeited and returned to the Company. In the event that a
Participant terminates his/her employment with the Company
because of Early Retirement, all shares of Restricted Stock shall
continue to be subject to their respective restrictions in
accordance with the terms thereof.
10.7 Termination of Employment for Reasons Other Than Death,
-------------------------------------------------------
Disability, or Retirement. In the event that a Participant
- - -------------------------
terminates his/her employment with the Company for any reason
other than those set forth in Section 10.6 hereof during the
Period of Restriction, then except to the extent otherwise
determined by the Committee pursuant to Section 4.1, any shares
of Restricted Stock still subject to restrictions at the date of
such termination automatically shall be forfeited and returned to
the Company.
10.8 Nontransferability of Restricted Stock. No shares of
--------------------------------------
Restricted Stock granted under the Plan may be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution until the
termination of the applicable Period of Restriction. All rights
with respect to Restricted Stock granted to a Participant under
the Plan shall be exercisable during his/her lifetime only by
such Participant.