EXHIBIT 10.24
ALLEGHENY TECHNOLOGIES INCORPORATED
2000 INCENTIVE PLAN
ADMINISTRATIVE RULES FOR THE
ALLEGHENY TECHNOLOGIES INCORPORATED
STOCK ACQUISITION AND RETENTION PROGRAM
EFFECTIVE AS OF DECEMBER 13, 2000
(AS AMENDED AND RESTATED)
ARTICLE I. ADOPTION AND PURPOSE OF THE PROGRAM
1.01 ADOPTION. These rules are adopted by the Personnel and
Compensation Committee and the Stock Incentive Award Subcommittee of the
Board of Directors pursuant to the authority reserved in Section 3.01 of
the Allegheny Technologies Incorporated 2000 Incentive Plan (the
"Plan"). Capitalized terms used but not defined in these rules shall
have the same meanings as in the Plan.
1.02 PURPOSE. The purpose of the Allegheny Technologies
Incorporated Stock Acquisition and Retention Program (the "SARP") is to
assist the Corporation and its subsidiaries in retaining and motivating
selected key management employees who will contribute to the success of
the Corporation and its subsidiaries. The SARP encourages eligible
employees to hold a proprietary interest in the Corporation by offering
them an opportunity to receive grants of restricted shares of Stock
which, in accordance with the terms and conditions set forth below, will
vest only if the employees retain, for a specified period of time,
ownership of (i) shares of Stock purchased pursuant to the SARP or (ii)
already-owned shares of Stock which such employees identify as being
subject to the SARP. Awards under the SARP will act as an incentive to
participating employees to achieve long-term objectives which will inure
to the benefit of all stockholders of the Corporation.
ARTICLE II. DEFINITIONS
For purposes of these rules, the capitalized terms set forth below shall
have the following meanings:
2.01 AWARD AGREEMENT means a written agreement between the
Corporation and a Participant or a written acknowledgment from the
Corporation specifically setting forth the terms and conditions of an
award of Restricted Stock granted to a Participant pursuant to Article
VII of these rules.
2.02 BOARD means the Board of Directors of the Corporation.
2.03 BUSINESS DAY means any day on which the New York Stock
Exchange shall be open for trading.
2.04 CAUSE means a determination by the Committee that a
Participant has engaged in conduct that is dishonest or illegal,
involves moral turpitude or jeopardizes the Corporation's right to
operate its business in the manner in which it is now operated.
2.05 CHANGE IN CONTROL means any of the events set forth below:
(a) The acquisition in one or more transactions, other
than from the Corporation, by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of a number of
Corporation Voting Securities in excess of 30% of the Corporation
Voting Securities unless such acquisition has been approved by
the Board; or
(b) Any election has occurred of persons to the Board that
causes two-thirds of the Board to consist of persons other than
(i) persons who were members of the Board on January 1, 1998 and
(ii) persons who were nominated for election as members of the
Board at a time when two-thirds of the Board consisted of persons
who were members of the Board on January 1, 1998; provided,
however, that any person nominated for election by the Board at a
time when at least two-thirds of the members of the Board were
persons described in clauses (i) and/or (ii) or by persons who
were themselves nominated by such Board shall, for this purpose,
be deemed to have been nominated by a Board composed of persons
described in clause (i); or
(c) Approval by the stockholders of the Corporation of a
reorganization, merger or consolidation, unless, following such
reorganization, merger or consolidation, all or substantially all
of the individuals and entities who were the respective
beneficial owners of the Outstanding Stock and Corporation Voting
Securities immediately prior to such reorganization, merger or
consolidation, following such reorganization, merger or
consolidation beneficially own, directly or indirectly, more than
60% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors or trustees, as the case may be, of the entity
resulting from such reorganization, merger or consolidation in
substantially the same proportion as their ownership of the
Outstanding Stock and Corporation Voting Securities immediately
prior to such reorganization, merger or consolidation, as the
case may be; or
(d) Approval by the stockholders of the Corporation of (i)
a complete liquidation or dissolution of the Corporation or (ii)
a sale or other disposition of all or substantially all the
assets of the Corporation.
2.06 COMMITTEE means the Stock Incentive Award Subcommittee of
the Board, in the case of individuals who are "officers" of the
Corporation as defined in Rule 16a-1(f) as promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as
amended, as such Rule may be amended from time to time, and the
Personnel and Compensation Committee of the Board, in the case of
individuals who are not such officers of the Corporation.
2.07 CORPORATION means Allegheny Technologies Incorporated, a
Delaware corporation, and its successors.
2.08 CORPORATION VOTING SECURITIES means the combined voting
power of all outstanding voting securities of the Corporation entitled
to vote generally in the election of the Board.
2.09 DATE OF GRANT means the date as of which an award of
Restricted Stock is granted in accordance with Article VII of these
rules.
2.10 DESIGNATED STOCK means shares of Stock already owned by a
Participant that the Participant identifies as being subject to the
SARP, thereby triggering the grant of Restricted Stock to such
Participant pursuant to Article VII of these rules.
2.11 DESIGNATION NOTICE means a written notice, in a form
acceptable to the Committee, by which a Participant designates
previously-acquired shares of Stock as Designated Stock.
2.12 DISABILITY means any physical or mental injury or disease of
a permanent nature which renders a Participant incapable of meeting the
requirements of the employment performed by such Participant immediately
prior to the commencement of such disability. The determination of
whether a Participant is disabled shall be made by the Committee in its
sole and absolute discretion. Notwithstanding the foregoing, if a
Participant's employment by the Corporation or an applicable subsidiary
terminates by reason of a disability, as defined in an Employment
Agreement between such Participant and the Corporation or an applicable
subsidiary, such Participant shall be deemed to be disabled for purposes
of the SARP.
2.13 EFFECTIVE DATE means December 13, 2000.
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2.14 EXCHANGE ACT means the Securities Exchange Act of 1934, as
amended.
2.15 FAIR MARKET VALUE means, as of any given date, the average
of the high and low trading prices of the Stock on such date as reported
on the New York Stock Exchange or, if the Stock is not then traded on
the New York Stock Exchange, on such other national securities exchange
on which the Stock is admitted to trade, or, if none, on the National
Association of Securities Dealers Automated Quotation System if the
Stock is admitted for quotation thereon; provided, however, if there
were no sales reported as of such date, Fair Market Value shall be
computed as of the last date preceding such date on which a sale was
reported; provided, further, that if any such exchange or quotation
system is closed on any day on which Fair Market Value is to be
determined, Fair Market Value shall be determined as of the first date
immediately preceding such date on which such exchange or quotation
system was open for trading.
2.16 OUTSTANDING STOCK means, at any time, the issued and
outstanding Stock.
2.17 PARTICIPANT means any person selected by the Committee,
pursuant to Section 5.01 of these rules, as eligible to participate
under the SARP.
2.18 PERMITTED TRANSFEREE means a Participant's spouse, or (by
blood, adoption or marriage) parent, child, stepchild, descendant or
sibling, or the estate, any guardian, custodian, conservator or
committee of, or any trust for the benefit of, the Participant or any of
the foregoing persons.
2.19 PLAN means the Allegheny Technologies Incorporated 2000
Incentive Plan, as the same may be amended from time to time.
2.20 PURCHASE AMOUNT means the dollar amount that a Participant
specifies in a Purchase Notice with respect to a particular Purchase
Date.
2.21 PURCHASE DATE means, the date on which the Corporation
receives the Purchase Notice or, if such date is not a Business Day, the
Business Day immediately preceding the date on which such Notice is
received.
2.22 PURCHASED STOCK means Stock purchased by a Participant
pursuant to Article VI of these rules, which triggers the grant of
Restricted Stock to such Participant pursuant to Article VII of these
rules.
2.23 PURCHASE LOAN means a loan provided to a Participant by the
Corporation to facilitate the Participant's purchase of Stock pursuant
hereto.
2.24 PURCHASE NOTICE means a written notice, in a form acceptable
to the Committee, by which a Participant may elect to purchase Stock as
of a Purchase Date in accordance with Section 6.01 of these rules.
2.25 RELATED STOCK means, with respect to any three-quarters of a
share of Restricted Stock, the one share of Purchased Stock or
Designated Stock, as the case may be, which entitles such Participant to
receive such three-quarters of a share of Restricted Stock pursuant to
Article VII of these rules.
2.26 RESTRICTED STOCK means shares of Stock awarded to a
Participant subject to restrictions as described in Article VII of these
rules.
2.27 SARP means the Stock Acquisition and Retention Program, as
the same may be amended from time to time.
2.28 SARP YEAR means each of the calendar years during the term
the SARP remains in effect, or such other period of time as the
Committee may establish at the time that the designation of participants
for such period are made.
2.29 STOCK means the common stock, par value $0.10 per share, of
the Corporation.
ARTICLE III. ADMINISTRATION
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The SARP shall be administered by the Committee, which shall have
exclusive and final authority and discretion in each determination,
interpretation or other action affecting the SARP and its Participants. The
Committee shall have the sole and absolute authority and discretion to interpret
the SARP, to modify these administrative rules for the SARP, to select, in
accordance with Section 5.01 of these rules, the persons who will be
Participants hereunder, to impose such conditions and restrictions as it
determines appropriate and to take such other actions and make such other
determinations in connection with the SARP as it may deem necessary or
advisable.
ARTICLE IV. STOCK ISSUABLE UNDER THE SARP
4.01 SHARES OF STOCK ISSUABLE. The Stock to be offered under the
SARP shall be authorized and unissued Stock, or Stock which shall have
been reacquired by the Corporation and held in its treasury.
4.02 SHARES SUBJECT TO TERMINATED AWARDS. Shares of Stock
forfeited as provided in Section 7.02 of these rules may again be issued
under the SARP.
ARTICLE V. PARTICIPATION
5.01 DESIGNATION OF PARTICIPANTS. Participants in the SARP shall
be such officers and senior executives of the Corporation and its
subsidiaries whose actions most directly affect the long-term success of
the Corporation as the Committee, in its sole discretion, after
consultation with the Chief Executive Officer, may designate as eligible
to participate in the SARP. The Committee shall designate the
Participants who are eligible to participate in the SARP during a SARP
Year which designation will generally be made prior to or within ninety
days after the commencement of such SARP Year. The Committee's
designation of a Participant with respect to any SARP Year shall not
require the Committee to designate such person as a Participant with
respect to any other SARP Year. The Committee shall consider such
factors as it deems pertinent in selecting Participants. The Committee
shall promptly provide to each person selected as a Participant written
notice of such selection. The designation of a person as a Participant
with respect to a SARP Year shall permit such person to elect to submit
one or more Purchase Notices and/or Designation Notices during such SARP
Year.
5.02 PARTICIPANT ELECTIONS. A person who is designated as a
Participant in accordance with Section 5.01 of these rules shall be
entitled to purchase Stock by delivering one or more Purchase Notices in
accordance with Article VI of these rules, and such Stock purchases
shall result in the award of Restricted Stock to such Participant in
accordance with Article VII of these rules. In addition, a Participant
shall be entitled to designate as Designated Stock, in one or more
Designation Notices delivered to the Corporation at any time during a
SARP Year, any number of shares of Stock then owned by the Participant,
other than shares of Purchased Stock, shares of Stock credited to the
Participant's account under a company-sponsored defined contribution
plan and shares of Stock subject to outstanding and as yet unexercised
stock options, such that, in accordance with Section 7.01, a whole
number of Restricted Stock, and no fractions of a share of Restricted
Stock, shall be issuable with respect to such Designated Stock. Such
designation of shares as Designated Stock shall result in the award of
Restricted Stock to the Participant in accordance with Article VII of
these rules. The sum of (i) the aggregate Purchase Amounts elected by a
Participant pursuant to one or more Purchase Notices submitted within
any one SARP Year and (ii) the Fair Market Value of the Designated Stock
designated by the Participant pursuant to one or more Designation
Notices submitted within such SARP Year (such Fair Market Value being
determined as of the date the applicable Designation Notice is
delivered), shall not exceed such Participant's gross annual salary as
in effect on the first day of such SARP Year; provided, however, that,
for any SARP Year, the Committee may establish such greater or lesser
dollar limit as it deems appropriate.
ARTICLE VI. STOCK PURCHASES
6.01 STOCK PURCHASE ELECTIONS. A Participant shall have the right
to purchase Stock in accordance with the terms of this Article VI of
these rules. A Participant may elect to purchase Stock under this SARP
by
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delivering to the Corporation a Purchase Notice and cash and/or a
promissory note executed by the Participant in an amount equal to the
purchase price designated in such Participant's Purchase Notice. Such
Purchase Notice shall set forth, among other things, the Purchase Amount
elected by the Participant. Such promissory note which shall evidence
such Participant's Purchase Loan in accordance with Section 6.03 of
these rules, shall be in a principal amount equal to the Purchase Amount
designated in such Participant's Purchase Notice and shall by its terms
become effective as of the applicable Purchase Date. All elections under
this Section 6.01 shall be irrevocable. Each election shall take effect
as of the Purchase Date.
6.02 ISSUANCE OF AND PAYMENT FOR STOCK. As of each Purchase Date,
the Corporation shall credit to each Participant the number of shares of
Purchased Stock purchased pursuant to the Purchase Notice submitted by
such Participant. The number of shares of Purchased Stock to be so
credited shall be determined by dividing the Purchase Amount designated
by such Participant in his or her Purchase Notice by a purchase price
per share equal to the Fair Market Value on the Purchase Date. As of any
Purchase Date, the number of shares that can be purchased by a
Participant shall be a number that will result in the issuance of a
whole number of shares of Restricted Stock; in no event shall the
Corporation be required to issue fractional shares of Purchased Stock or
fractional shares of Restricted Stock. The Purchase Amount elected by a
Participant, and the principal amount of the related promissory note,
shall be automatically reduced (and if the entire Purchase Amount is
paid in cash, cash shall be returned to the Participant) to the minimum
extent necessary so that only a whole number of shares of Restricted
Stock will be issued with respect to the Related Stock. The purchase
price for shares of Purchased Stock credited to a Participant as of a
Purchase Date shall be paid in cash and/or by means of a Purchase Loan
made by the Corporation to the Participant in accordance with Section
6.03 of these rules. The Participant shall have all of the rights of a
stockholder with respect to the shares of Purchased Stock credited to
him under this Section 6.02 including, but not limited to, the right to
vote such shares and the right to receive dividends (or dividend
equivalents) paid with respect to such shares.
6.03 TERMS OF PURCHASE LOAN.
(a) Purchase Loan. The promissory note delivered to the
Corporation by a Participant in accordance with Section 6.01 of
these rules shall evidence a Purchase Loan in principal amount
equal to such Participant's Purchase Amount reduced by the amount
of cash paid, if any. Unless the Committee shall otherwise
determine prior to the applicable Purchase Date, each Purchase
Loan shall have a term not to exceed ten years, and be secured by
the shares of Purchased Stock acquired with such Purchase Loan.
(b) Interest on Purchase Loan. Until the Participant's
Purchase Loan is paid in full, or otherwise satisfied or
discharged in full, interest on the outstanding balance of the
Purchase Loan shall accrue at a fixed rate per annum equal to the
minimum rate required to avoid imputed interest under the
applicable provisions of the Internal Revenue Code of 1986.
(c) Repayment of Purchase Loan. No principal or interest
payments with respect to a Purchase Loan shall be required prior
to the fifth anniversary of the date such Purchase Loan is made;
provided, however, that prior to such fifth anniversary, cash
dividends on shares of Purchased Stock held as security for such
Purchase Loan, and on the related shares of Restricted Stock,
shall be applied to pay accrued interest on the Purchase Loan
(any non-cash dividends shall remain as part of the collateral
securing such Purchase Loan). After such fifth anniversary, level
monthly payments of principal and accrued interest with respect
to a Purchase Loan shall be required for the remaining term
thereof. Unless otherwise determined by the committee, all
outstanding principal and interest on a Participant's Purchase
Loan shall be immediately due and payable in full upon
termination of the Participant's employment with the Corporation
and its affiliates. All or any portion of the principal and/or
interest with respect to a Purchase Loan may, at the election of
the Participant, be paid by the delivery to the Corporation of
whole shares of Stock, other than (i) shares of Stock credited to
the Participant's account under a company-sponsored defined
contribution plan or (ii) shares of Stock subject to outstanding
and as yet unexercised stock options. For purposes of the
immediately preceding sentence, shares of Stock shall be valued
at the Fair Market Value of such shares on the Business Day
immediately preceding the date such shares are delivered to the
Corporation.
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(d) Other Terms. The promissory notes evidencing the
Purchase Loans shall contain such other terms and conditions as
the Committee may determine, including, without limitation, any
special terms relating to the retirement of a Participant prior
to the expiration of the term of one or more Purchase Loans.
6.04 STOCK CERTIFICATES. As promptly as administratively feasible
after each Purchase Date, the Corporation shall deliver to each
Participant one or more stock certificates for the number of shares of
Stock purchased by such Participant as of such Purchase Date in
accordance with this Article VI. The Participant shall then deliver
certificates representing a number of shares with a value equal to the
principal amount of the Purchase Loan to the Corporation in pledge for
the related Purchase Loan along with an executed security agreement in
such form as the Committee shall specify. Upon satisfaction in full of
the Purchase Loan, the certificates shall be delivered to the
Participant free and clear of any restrictions except for any
restrictions that may be imposed by law.
ARTICLE VII. RESTRICTED STOCK
7.01 RESTRICTED STOCK AWARDS. Beginning with the 2001 SARP Year,
as of each Purchase Date, there shall automatically be granted to any
Participant who purchases Purchased Stock as of such Purchase Date
pursuant to Article VI of these rules an award of three-fourths of a
share of Restricted Stock for each one share of Purchased Stock. The
Purchase Date shall be the Date of Grant of such Restricted Stock.
Beginning with the 2001 SARP Year, as of any date that a Participant
delivers a Designation Notice to the Corporation, in accordance with
Section 5.02 of these rules, designating shares of Stock as Designated
Stock, there shall automatically be granted to such Participant an award
of three-fourths of a share of Restricted Stock for each one share of
Designated Stock. The date of delivery of such Designation Notice shall
be the Date of Grant of such Restricted Stock. The terms of all such
Restricted Stock awards shall be set forth in an Award Agreement between
the Corporation and the Participant which shall contain such forfeiture
periods and conditions, restrictions and other provisions, not
inconsistent with these rules, as shall be determined by the Committee.
(a) Issuance of Restricted Stock. As soon as practicable
after the Date of Grant of Restricted Stock, the Corporation
shall cause to be transferred on the books of the Corporation
shares of Stock, registered on behalf of the Participant,
evidencing such Restricted Stock, but subject to forfeiture to
the Corporation retroactive to the Date of Grant if an Award
Agreement delivered to the Participant by the Corporation with
respect to the Restricted Stock is not duly executed by the
Participant and timely returned to the Corporation. Until the
lapse or release of all restrictions applicable to an award of
Restricted Stock, the stock certificates representing such
Restricted Stock shall be held in custody by the Corporation or
its designee.
(b) Stockholder Rights. Beginning on the Date of Grant of
the Restricted Stock and subject to execution of the Award
Agreement as provided in Section 7.01(a) of these rules, the
Participant shall become a stockholder of the Corporation with
respect to all Stock subject to the Award Agreement and shall
have all of the rights of a stockholder, including, but not
limited to, the right to vote such Stock and the right to receive
dividends (or dividend equivalents) paid with respect to such
Stock; provided, however, that any Stock distributed as a
dividend or otherwise with respect to any Restricted Stock as to
which the restrictions have not yet lapsed shall be subject to
the same restrictions as such Restricted Stock and shall be held
as prescribed in Section 7.01(a) of these rules.
(c) Restriction on Transferability. None of the Restricted
Stock may be assigned, transferred (other than by will or the
laws of descent and distribution), pledged, sold or otherwise
disposed of prior to lapse or release of the restrictions
applicable thereto.
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(d) Delivery of Stock Upon Release of Restrictions. Upon
expiration or earlier termination of the forfeiture period
without a forfeiture, the satisfaction of the Purchase Loan, if
any, for the Related Stock and the satisfaction of or release
from any other conditions prescribed by the Committee, the
restrictions applicable to the Restricted Stock shall lapse. As
promptly as administratively feasible thereafter, subject to the
requirements of Section 8.02 of these rules, the Corporation
shall deliver to the Participant, or, in case of the
Participant's death, to the Participant's legal representatives,
one or more stock certificates for the appropriate number of
shares of Stock, free of all such restrictions, except for any
restrictions that may be imposed by law.
7.02 TERMS OF RESTRICTED STOCK.
(a) Forfeiture of Restricted Stock. Subject to Section
7.02(b) of these rules, all Restricted Stock shall be forfeited
and returned to the Corporation and all rights of the Participant
with respect to such Restricted Stock shall cease and terminate
in their entirety if during the forfeiture period (i) the
Participant transfers, sells or otherwise disposes of the Related
Stock other than to a Permitted Transferee or in a transaction
constituting a Change in Control or (ii) the employment of the
Participant with the Corporation and its affiliates terminates
for any reason or (iii) the Participant defaults on the Purchase
Loan, if any, for the Related Stock. Unless the Committee, in its
sole discretion, provides otherwise in the applicable Award
Agreement, the forfeiture period for any shares of Restricted
Stock shall be five years from the Date of Grant of such
Restricted Stock. Notwithstanding the foregoing, in the event of
the discharge by the Corporation and its subsidiaries of a
Participant without Cause or termination of a Participant's
employment by reason of death, Disability or retirement pursuant
to the retirement policy of the Corporation or its applicable
subsidiaries, all forfeiture restrictions imposed on Restricted
Stock shall immediately and fully lapse. In addition, upon the
occurrence of a Change in Control, all forfeiture restrictions
imposed on Restricted Stock shall immediately and fully lapse.
(b) Waiver of Forfeiture Period. Notwithstanding anything
contained in this Article VII to the contrary, the Committee may,
in its sole discretion, waive the forfeiture conditions set forth
in any Award Agreement under appropriate circumstances and
subject to such terms and conditions (including forfeiture of a
proportionate number of the shares of Restricted Stock) as the
Committee may deem appropriate, provided that the Participant
shall at that time have completed at least one year of employment
after the Date of Grant.
ARTICLE VIII. MISCELLANEOUS
8.01 LIMITATIONS ON TRANSFER. The rights and interest of a
Participant under the SARP may not be assigned or transferred other than
by will or the laws of descent and distribution. During the lifetime of
a Participant, only the Participant personally may exercise rights under
the SARP.
8.02 TAXES. The Corporation shall be entitled to withhold (or
secure payment from the Participant in lieu of withholding) the amount
of any withholding or other tax required by law to be withheld or paid
by the Corporation with respect to any Stock issuable under the SARP, or
with respect to any income recognized upon the lapse of restrictions
applicable to Restricted Stock, and the Corporation may defer issuance
of Stock hereunder until and unless indemnified to its satisfaction
against any liability for any such tax. The amount of such withholding
or tax payment shall be determined by the Committee or its delegate and
shall be payable by the Participant at such time as the Committee
determines. The Committee shall prescribe in each Award Agreement one or
more methods by which the Participant will be permitted to satisfy his
or her tax withholding obligation, which methods may include, without
limitation, the payment of cash by the Participant to the Corporation
and the withholding, at the appropriate time, of shares of Stock
otherwise issuable to the Participant in a number sufficient, based upon
the Fair Market Value of such Stock, to satisfy such tax withholding
requirements.
8.03 LEGENDS. All certificates for Stock delivered under the SARP
shall be subject to such transfer restrictions set forth in these rules
and such other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Stock is then
listed and any applicable federal or state securities law, and the
Committee may
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cause a legend or legends to be endorsed on any such certificates making
appropriate references to such restrictions.
8.04 AMENDMENT AND TERMINATION. The Committee shall have complete
power and authority to amend or terminate these rules at any time it is
deemed necessary or appropriate. No termination or amendment of the SARP
may, without the consent of the Participant to whom any award shall
theretofore have been granted under the SARP, adversely affect the right
of such individual under such award; provided, however, that the
Committee may, in its sole discretion, make such provision in the Award
Agreement for amendments which, in its sole discretion, it deems
appropriate.
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