EXHIBIT 10.32
HOWMET INTERNATIONAL INC.
AMENDED AND RESTATED 1997 STOCK AWARDS PLAN
1. PURPOSE. The purpose of the Howmet International Inc. Amended and Restated
1997 Stock Awards Plan (the "Plan") is to promote the long term financial
interests and growth of Howmet International Inc. (the "Company") by (a)
attracting and retaining executive personnel, (b) motivating executive personnel
by means of growth-related incentives, (c) providing incentive compensation
opportunities that are competitive with those of other major corporations; and
(d) furthering the identity of interests of Participants with those of the
stockholders of the Company.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" means any entity in which the Company has a direct or indirect
equity interest which is so designated by the Committee.
"Amended SAR Program" means the stock appreciation rights plan of the Company
adopted in May 1996 as amended thereafter in connection with the initial
public offering of Common Stock.
"Award Limit" means 400,000 shares of Common Stock.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor
statute.
"Committee" means, as to a Participant who is not a Director, a committee of
two or more Directors of the Company who are "outside Directors" as such term
is used in Section 162(m) of the Code and Non-Employee Directors for purposes
of Rule 16b-3. With respect to a Director who is a Participant, the Committee
shall be the Board of Directors of the Company.
"Common Stock" means the common stock, $.01 per share par value, of the
Company or such other securities as may be substituted therefor pursuant to
paragraph 6(e).
"Director" means any person who is a member of the Board of Directors of the
Company and is not also an Employee.
"Employee" means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company, or of any Affiliate.
The "Fair Market Value" of a share of Common Stock means the average between
the highest and lowest quoted selling prices of the Common Stock on the New
York Stock Exchange on the pertinent option grant date or exercise date.
The "IPO Closing Date" means the date on which the initial offering of Common
Stock, whether by the Company or by any stockholder of the Company, to the
public pursuant to an
effective registration statement on Form S-1 under the Securities Act of 1933,
as amended, is completed.
"Participant" means any Director or key Employee of the Company or an
Affiliate selected by the Committee.
"QDRO" means a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.
"Rule 16b-3" means such rule adopted under the Securities Exchange Act of 1934
(the "Exchange Act"), as such rule is amended from time to time, or any
successor rule.
3. LIMITATION ON AGGREGATE SHARES. The number of shares of Common Stock with
respect to which awards may be granted under the Plan shall not exceed 5,000,000
shares. Such 5,000,000 shares of Common Stock may be either previously
authorized but unissued shares, treasury shares, or a combination thereof, as
the Committee shall determine. Other than in connection with the Amended SAR
Program, the maximum number of shares of Common Stock with respect to which
awards may be granted under the Plan during any calendar year to a single
Participant may not exceed the Award Limit. To the extent required by Section
162(m) of the Code, shares subject to Options (as defined in Section 5 below)
which are canceled continue to be counted against the Award Limit and if, after
grant of an Option, the price of shares subject to such Option is reduced, the
transaction is treated as a cancellation of the Option and a grant of a new
Option and both the Option deemed to be canceled and the Option deemed to be
granted are counted against the Award Limit. Furthermore, to the extent required
by Section 162(m) of the Code, if, after grant of a Stock Appreciation Right
("SAR"), the base amount on which stock appreciation is calculated is reduced to
reflect a reduction in the Fair Market Value of the Company's Common Stock, the
transaction is treated as a cancellation of the SAR and a grant of a new SAR and
both the SAR deemed to be canceled and the SAR deemed to be granted are counted
against the Award Limit.
4. ADD-BACK OF OPTIONS AND OTHER RIGHTS. If any Option, other right to acquire
shares of Common Stock under this Plan, or any other award, expires or is
canceled without having been fully exercised, the number of shares subject to
such Option or other right but as to which such Option or other right was not
exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section 3.
Furthermore, any shares subject to Options or other awards which are adjusted
pursuant to Section 6(e) and become exercisable with respect to shares of stock
of another corporation shall be considered canceled and may again be optioned,
granted or awarded hereunder, subject to the limitations of Section 3. Shares of
Common Stock which are delivered by the Participant or withheld by the Company
upon the exercise of any Option or other award under this Plan, in payment of
the exercise price thereof, may again be optioned, granted or awarded hereunder,
subject to the limitations of Section 3. If any share of Restricted Stock is
forfeited by the Participant or repurchased by the Company pursuant to Section
5(c)(iii) hereof, such share may again be optioned, granted or awarded
hereunder, subject to the limitations of Section 3. Notwithstanding the
provisions of this Section 4, no shares of Common
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Stock may again be optioned, granted or awarded if such action would cause an
incentive stock option to fail to qualify as an incentive stock option under
Section 422 of the Code.
5. AWARDS. The Committee may grant stock options ("Options"), to Participants,
in accordance with this paragraph 5 and the other provisions of the Plan.
(a) Options.
(i) Option Grants. Options granted under the Plan may be incentive stock
options ("ISOs") within the meaning of Section 422 of the Code or any
successor provision, or in such other form, consistent with the Plan, as
the Committee may determine.
(ii) Option Exercise Price. The exercise price of an Option shall be fixed
by the committee at not less than 100% of the Fair Market Value of a share
of Common Stock on the date of grant.
(iii) Option Term. The term of an Option shall be set by the Committee in
its discretion; provided, however, that in the case of ISOs, the term shall
not be more than ten (10) years from the date the ISO is granted.
(iv) Exercisability. Options shall be exercisable at such time or times as
the Committee shall determine at or subsequent to grant.
(v) Exercise of Options. An exercisable Option may be exercised in whole or
in part. However, an Option shall not be exercisable with respect to
fractional shares and the Committee may require that, by the terms of the
Option, a partial exercise be with respect to a minimum number of shares.
Options shall be exercised in whole or in part by providing (A) written
notice to the Company (to the attention of the Secretary) complying with
the applicable rules established by the Committee; (B) such representations
and documents as the Committee deems necessary or advisable to effect
compliance with all applicable laws or regulations; (C) in the event that
the Option shall be exercised pursuant to Section 6(d) by any person or
persons other than the optionee, appropriate proof of the right of such
person or persons to exercise the Option; and (D) payment in full of the
option price. Payment of the option price may be made, at the discretion of
the optionee, and to the extent permitted by the Committee, (1) in cash
(including check, bank draft, or money order), (2) in Common Stock with a
Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof, (3) by a combination of
cash and Common Stock, or (4) with any other good and valuable
consideration.
(vi) Rights as Stockholders. The holders of Options shall not be, nor have
any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless
and until such shares have been issued by the Company to such holders.
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(vii) Ownership and Transfer Restrictions. The Committee may impose such
restrictions on the ownership and transferability of the shares
purchasable upon the exercise of an Option as it deems appropriate. Any
such restriction shall be set forth in the respective Stock Option
Agreement and may be referred to on the certificates evidencing such
shares. The Committee may require the Participant to give the Company
prompt notice of any disposition of shares of Common Stock acquired by
exercise of an ISO within (i) two years from the date of granting such
Option to such Participant or (ii) one year after the transfer of such
shares to such Participant. The Committee may direct that the certificates
evidencing shares acquired by exercise of an Option refer to such
requirement to give prompt notice of disposition.
(b) Stock Appreciation Rights.
(i) Grant and Price of SAR. Subject to such terms and conditions not
inconsistent with this Plan as the Committee shall impose and shall be
evidenced by a written Stock Appreciation Right Agreement, an SAR shall
entitle its holder to receive from the Company, at the time of exercise of
such right, an amount equal to the excess of the Fair Market Value (at the
date of exercise) of a share of Common Stock over the SAR price multiplied
by the number of shares as to which the holder is exercising the SAR. The
SAR price shall be fixed by the Committee at not less than 100% of the
Fair Market Value of a share of Common Stock on the date of grant. SARs
may be in tandem with any previously or contemporaneously granted Option
or independent of any Option.
(ii) Tandem SARs. An SAR in tandem with an Option shall be related to a
particular Option and shall be exercisable only when and to the extent the
related Option is exercisable. An SAR in tandem with an Option may be
granted to the Participant for no more than the number of shares subject
to the simultaneously or previously granted Option to which it is coupled.
(iii) Amount Payable by Company. The amount payable may be paid by the
Company in Common Stock (valued at its Fair Market Value on the date of
exercise), cash or a combination thereof, as the Committee may determine,
which determination shall be made after considering any preference
expressed by the holder.
(c) Restricted Stock.
(i) Restricted Stock Award. The Committee may award to any Participant
shares of Common Stock, including shares earned under any of the Company's
compensation plans, subject to this paragraph 5(c) and such other terms
and conditions as the Committee may prescribe (such shares being called
"Restricted Stock"), which restrictions may include, without limitation,
restrictions concerning voting rights and transferability and restrictions
based on duration of employment with the Company, Company performance and
individual performance. Each certificate for Restricted Stock shall be
registered in the name of the
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Participant and deposited, together with a stock power endorsed in blank,
with the Company.
(ii) Restrictions. There shall be established for each Restricted Stock
award a restriction period (the "Restriction Period") of such length as
shall be determined by the Committee. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered, except as
hereinafter provided, during the Restriction Period. Unless otherwise
provided by the Committee, except for such restrictions on transfer and
such other restrictions as the Committee may impose, the Participant shall
have all the rights of a holder of Common Stock as to such Restricted
Stock. The Committee, in its sole discretion, may permit or require the
payment of cash dividends to be deferred and, if the Committee so
determines, reinvested in additional Restricted Stock or otherwise
invested. At the expiration of the Restriction Period, the Corporation
shall redeliver to the Participant (or the Participant's designated
beneficiary under Section 6(h), or, if none, the Participant's legal
representative) the certificates deposited pursuant to this paragraph.
(iii) Forfeiture/Repurchase of Restricted Stock. Except as provided by the
Committee at the time of grant or otherwise, upon a termination of
employment for any reason during the Restriction Period all shares still
subject to restriction shall be forfeited by the Participant or at the
discretion of the Committee may be repurchased by the Company at a price to
be determined by the Committee.
6. MISCELLANEOUS PROVISIONS.
(a) Administration. The Plan shall be administered by the Committee. Subject
to the limitations of the Plan, the Committee shall have the sole and complete
authority to: (i) select Participants in the plan; (ii) subject to Section 3, to
make awards in such forms and amounts as it shall determine, including the
determination whether any such awards which are in the form of Options are to be
ISOs; (iii) to impose such limitations, restrictions and conditions upon such
awards as it shall deem appropriate, (iv) to interpret the Plan and the
agreements pursuant to which Options, Restricted Stock or SARs are granted or
awarded, and to adopt, amend and rescind administrative guidelines and other
rules and regulations relating to the Plan, (v) to correct any defect or
omission or to reconcile any inconsistency in the Plan or in any award granted
hereunder and (vi) to make all other determinations and to take all other
actions necessary or advisable for the implementation and administration of the
Plan. Any such interpretations and rules with respect to ISOs shall be
consistent with the provisions of Section 422 of the Code. The actions and
determinations of the Committee or its delegates on matters within its authority
shall be conclusive and binding upon the Company, all the Participants and all
other interested persons, subject to such allocation to the Company's Affiliates
and operating units as it deems appropriate. The Committee may, to the extent
that any such action will not prevent the Plan from complying with Rule 16b-3 or
Section 162(m) of the Code, delegate any of its authority hereunder to such
persons as it deems appropriate.
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(b) Professional Assistance; Good Faith Actions. All expenses and liabilities
which members of the Committee incur in connection with the administration of
this Plan shall be borne by the Company. The Committee may employ attorneys,
consultants, accountants, appraisers, brokers, or other persons. The Committee,
the Company and the Company's officers and Directors shall be entitled to rely
upon the advice, opinions or valuations of any such persons. No members of the
Committee or Board shall be personally liable for any action, determination or
interpretation made in good faith with respect to this Plan, Options, awards of
Restricted Stock or SARs; and all members of the Committee and the Board shall
be fully protected by the Company in respect of any such action, determination
or interpretation.
(c) Written Agreement. Each award shall be evidenced by a written agreement,
which shall be executed by the Participant and an authorized officer of the
Company and which shall contain such terms and conditions as the Committee shall
determine, consistent with this Plan. Stock Option Agreements evidencing Options
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. Stock
Option Agreements evidencing ISOs shall contain such terms and conditions as may
be necessary to meet the applicable provisions of Section 422 of the Code.
(d) Non-Transferability. Subject to the provisions of paragraph 6(h), no award
under the Plan and no interest therein, shall be transferable by the Participant
otherwise than (i) by will or the laws of descent and distribution, (ii)
pursuant to a QDRO or (iii) as expressly permitted under the applicable option
agreement including, if so permitted, pursuant to a gift to such optionee's
family, whether directly or indirectly or by means of a trust or partnership or
otherwise, unless and until such rights or awards have been exercised, or the
shares underlying such rights or awards have been issued, and all restrictions
applicable to such shares have lapsed. All awards shall be exercisable or
received during the Participant's lifetime only by the Participant or the
Participant's legal representative. Any purported transfer contrary to this
provision will nullify the award. During the lifetime of the Participant, only
he may exercise an Option or other right or award (or any portion thereof)
granted to him under the Plan, unless it has been disposed of pursuant to a
QDRO. After the death of the Participant, any exercisable portion of an Option
or other right or award may, prior to the time when such portion becomes
unexercisable under the Plan or the applicable Stock Option Agreement or other
agreement, be exercised by his beneficiary designated under 6(h) or, if none,
his personal representative or by any person empowered to do so under the
deceased Participant's will or under the then applicable laws of descent and
distribution.
(e) Adjustments Upon Certain Changes. In the event of a reorganization,
recapitalization, stock dividend, stock split, combination, reclassification,
reverse stock split, merger, consolidation, split-up, spin-off, repurchase,
liquidation, dissolution, or sale, transfer, exchange or other disposition of
all or substantially all of the assets of the Company, or exchange of Common
Stock or other securities of the Company, issuance of warrants or other rights
to purchase Common Stock or other securities of the Company, or other similar
corporate transaction or event or other increase or reduction in the number of
issued shares of Common Stock, the Committee may, in order to prevent the
dilution or enlargement of rights under awards, make such adjustments in the
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number and type of shares authorized by the Plan, or the number and type of
shares covered by, or with respect to which payments are measured under,
outstanding awards and the exercise prices specified therein as may be
determined to be appropriate and equitable. In the event of any of the events or
transactions described in the preceding sentence, a change in control, or
similar transaction by the Company or any unusual or nonrecurring transactions
or events affecting the Company, any Affiliate of the Company, or the financial
statements of the Company or any Affiliate, or changes in applicable laws,
regulations, or accounting principles, if the Committee determines that such
action is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or
with respect to any option, right or other award under this Plan, to facilitate
such transactions or events or to give effect to such changes in laws,
regulations or principles, the Committee in its discretion is hereby authorized
to provide in the agreement evidencing any award or otherwise: (i) for
adjustments to such award in order to prevent the dilution or enlargement of
rights thereunder or to provide for acceleration of benefits thereunder; (ii)
for either the purchase of any such Option, SAR, or any Restricted Stock for the
payment of an amount of cash equal to the amount that could have been attained
upon the exercise of such option, right or award or realization of the
Participant's rights had such option, right or award been currently exercisable
or payable or fully vested or the replacement of such option, right or award
with other rights or property selected by the Committee in its sole discretion;
(iii) that it cannot be exercised after such event; (iv) that upon such event,
such option, right or award be assumed by the successor or survivor corporation,
or a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor survivor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; and (v) that the restrictions
imposed under a restricted stock agreement upon some or all shares of Restricted
Stock may be terminated, and some or all shares of such Restricted Stock may
cease to be subject to repurchase or forfeiture under Section 5(c)(iii) after
such event. With respect to Options and SARs intended to qualify as incentive
stock options under Section 422(b) of the Code or as performance-based
compensation under Section 162(m), no adjustment or action described in this
Section 6(e) or in any other provision of the Plan shall be authorized to the
extent that such adjustment or action would cause the Plan to violate Section
422(b)(1) of the Code or would cause such Option or SAR to fail to so qualify
under Section 162(m), as the case may be, or any successor provisions thereto.
Furthermore, no such adjustment or action shall be authorized to the extent such
adjustment or action would result in short-swing profits liability under Section
16 or violate the exemptive conditions of Rule 16b-3 unless the Committee
determines that the option or other award is not to comply with such exemptive
conditions.
(f) Tax Withholding. The Committee shall have the power to withhold, or
require a Participant to remit to the Company, an amount to satisfy any
withholding or other tax due with respect to any amount payable and/or shares
issuable under the Plan, and the Committee may defer such payment or issuance
unless indemnified to its satisfaction. Subject to the consent of the Committee,
a Participant may make an irrevocable election to have shares of Common Stock
otherwise issuable under an award withheld, tender back to the Company shares of
Common Stock received pursuant to an award or deliver to the Company previously-
acquired shares of Common Stock having a fair market value sufficient to satisfy
all or part of the Participant's estimated tax obligations associated with the
transaction. Such election must be made by a Participant prior to the date on
which the
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relevant tax obligation arises. The Committee may disapprove of any election and
may limit, suspend or terminate the right to make such elections.
(g) Listing and Legal Compliance. The Committee may suspend the exercise or
payment of any award so long as it determines that securities exchange listing
or registration or qualification under any securities laws is required in
connection therewith and has not been completed on terms acceptable to the
Committee. The Company shall not be required to issue or deliver any certificate
or certificates for shares of stock purchased upon the exercise of any Option or
portion thereof prior to fulfillment of all of the following conditions:
(i) The admission of such shares to listing on all stock exchanges on which
such class of stock is then listed;
(ii) The completion of any registration or other qualification of such shares
under any state or federal law, or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body
which the Committee or Board shall, in its absolute discretion, deem necessary
or advisable;
(iii) The obtaining of any approval or other clearance from any state or
federal governmental agency which the Committee shall, in its absolute
discretion, determine to be necessary or advisable;
(iv) The lapse of such reasonable period of time following the exercise of the
Option as the Committee may establish from time to time for reasons of
administrative convenience; and
(v) The receipt by the Company of full payment for such shares, including
payment of any applicable withholding tax.
The Committee may, in its absolute discretion, also take whatever additional
actions it deems appropriate to effect such compliance including, without
limitation, placing legends on share certificates and issuing stop-transfer
notices to agents and registrars.
(h) Beneficiary Designation. Subject to paragraph 6(d), Participants may name,
from time to time, beneficiaries (who may be named contingently or successively)
to whom benefits under the Plan are to be paid in the event of their death
before they receive any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee, and will be effective only when filed by the Participant in writing
with the Committee during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.
(i) Rights of Participants. Nothing in the Plan shall interfere with or limit
in any way the right of the Company to terminate any Participant's employment at
any time, nor confer upon any Participant any right to continue in the employ of
the Company for any period of time or to continue
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his or her present or any other rate of compensation. No employee or director
shall have the right to be selected as a Participant, or, having been so
selected, to be selected again as a Participant.
(j) Amendment, Suspension and Termination of Plan. This Plan will terminate
on, and no Options, SARs or Restricted Stock may be granted after, the tenth
anniversary of the IPO Closing Date, December 2, 1997. The Board of Directors or
the Committee may amend the Plan from time to time in such respects as the Board
of Directors or the Committee may deem advisable; provided, however, that no
such amendment shall be made without stockholder approval to the extent such
approval is required by law, agreement or the rules of any exchange upon which
the Common Stock is listed. No such amendment, suspension or termination shall
impair the rights of Participants under outstanding awards without the consent
of the Participants affected thereby or make any change that would disqualify
the Plan, or any other plan of the Company intended to be so qualified, from the
exemption provided by Rule 16b-3. No such amendment shall be made that would
prevent the Options and the SARs from qualifying as performance based
compensation as that term is used in Section 162(m) of the Code.
The Committee may amend or modify any award in any manner to the extent that
the Committee would have had the authority under the Plan to initially grant
such award. No such amendment or modification shall impair the rights of any
Participant under any award without the consent of such Participant.
(k) Effective Date of Plan. The Plan shall become effective on November 20,
1997.
(l) Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Delaware without regard to conflicts of laws principles.
(m) Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, any Option, SAR,
or Restricted Stock granted to any individual who is then subject to Section 16
of the Exchange Act shall be subject to any additional limitations set forth in
any applicable exemptive rule under Section 16 of the Exchange Act (including
any amendment to Rule 16b-3 under the Exchange Act) that are requirements for
the application of such exemptive rule. To the extent permitted by applicable
law, the Plan, Options, SARs and Restricted Stock granted hereunder shall be
deemed amended to the extent necessary to conform to such applicable exemptive
rule. Furthermore, notwithstanding any other provision of this Plan, any Option
or SAR intended to qualify as performance-based compensation as described in
Section 162(m)(4)(C) of the Code shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to Section
162(m) of the Code) or any regulations or rulings issued thereunder that are
requirements for qualification as performance-based compensation as described in
Section 162(m)(4)(C) of the Code, and this Plan shall be deemed amended to the
extent necessary to conform to such requirements.
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(n) Consideration. In all cases, legal consideration shall be required for
each issuance of Options, Restricted Stock and SARs.
adopted November 20, 1997
amended February 9, 1998
approved by public stockholders
May 12, 1998
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