Exhibit 10.3
Form of Restricted Stock Agreement
(for restricted shares issued commencing January 1, 2001)
KAISER 1997 OMNIBUS STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of
_________, among ▇▇▇▇▇▇ Aluminum Corporation, a Delaware corporation ("KAC"),
its subsidiary ▇▇▇▇▇▇ Aluminum & Chemical Corporation, a Delaware
corporation ("KACC") (together, the "Company"), and ________________ (the
"Grantee").
The Company has determined that the objectives of the Kaiser
1997 Omnibus Stock Incentive Plan (the "Plan") will be furthered by the grant to
the Grantee of ________ shares of Common Stock of KAC ("Common Stock") subject
to the restrictions set out in this Agreement (the "Restricted Shares"),
effective on _________, ____ (the "Grant Date").
Notwithstanding any provision hereof, this Agreement shall
become effective only as, when and if the Grantee shall have executed and
delivered to the Company (i) this Agreement and (ii) the stock power referenced
below.
In connection with the grant of the Restricted Shares, the
Grantee has delivered to the Company herewith a stock power duly endorsed in
blank, which will be returned to the Grantee when the restrictions on the
Restricted Shares covered thereby have expired as provided in Section 2.
In consideration of the foregoing and of the mutual
undertakings set forth in this Agreement, the Company and the Grantee agree as
follows:
SECTION 1. Issuance of Restricted Shares.
As soon as practicable after receipt from the Grantee of this
executed Agreement and signed stock power, the Company shall cause to be issued
under the Plan in the name of the Grantee a Restricted Share stock certificate,
representing _____________ shares of Common Stock. Such certificate shall remain
in the possession of the Company until the Restricted Shares represented thereby
are free of the restrictions set forth in Section 2. Upon the issuance of such
certificate, the Grantee shall have the rights of a stockholder with respect to
the Restricted Shares, including the right to vote such shares, subject to the
restrictions set forth in this Agreement and the Plan.
SECTION 2. Restrictions.
2.1 Restricted Shares may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of prior to the date provided for in
Section 2.2 or Section 2.3. These restrictions shall apply as well to any shares
of Common Stock or other securities of the Company which may be acquired by the
Grantee in respect of the Restricted Shares as a result of any stock split,
stock dividend, combination of shares or other change, or any exchange,
reclassification or conversion of securities.
2.2 The Grantee shall vest in the Restricted Shares and the
restrictions set forth in Section 2.1 shall expire in accordance with the
following schedule, (rounded, if necessary, to avoid fractional shares),
provided that the Grantee is then an employee of KAC, KACC, or of an Affiliate
or Subsidiary of KAC or KACC(1):
"Vesting Date"
Percentage of Award
As soon as practicable after each Vesting Date, the Company shall
deliver to the Grantee, subject to the provisions of Section 4, a stock
certificate representing the Restricted Shares which became free of restrictions
on such Vesting Date.
2.3 Notwithstanding any other provisions of this Agreement,
all restrictions on all of the Restricted Shares shall lapse on the earliest of
(a) the date the Grantee dies while an employee of the Company or a Subsidiary
or Affiliate of the Company, (b) the Grantee terminates employment with the
Company or a Subsidiary or Affiliate of the Company on account of Disability, or
(c) the occurrence of a Change in Control while the Grantee is an employee of
the Company or a Subsidiary or Affiliate of the Company. For this purpose,
"Change in Control" means (a) the sale, lease, conveyance, or other disposition
of all or substantially all of KAC's or KACC's assets as an entirety or
substantially as an entirety to any person, entity, or group of persons acting
in concert other than in the ordinary course of business; (b) any transaction or
series of related transactions (as a result of a tender offer, merger,
consolidation or otherwise) that results in any person (as defined in Section
13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial
owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934)
directly or indirectly, of more than 50% of the aggregate voting power of all
classes of common equity of KAC or KACC, except if such person is (i) a
Subsidiary of KAC, or (ii) an employee stock ownership plan for employees of KAC
or KACC, or (iii) a company formed to hold KAC's or KACC's common equity
securities and whose shareholders constituted, at the time such company became
such holding company, substantially all the shareholders of KAC or KACC,
respectively; or (c) a change in the composition of KAC's or KACC's Board of
Directors over a period of thirty-six (36) consecutive months or less such that
a majority of the then current Board members ceases to be comprised of
individuals who either (x) have been Board members continuously since the
beginning of such period, or (y) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (x) who were still in office at the time such election or
nomination was approved by the Board.(1)
2.4 Cash dividends that become payable on Restricted Shares
shall be paid to the Grantee, without regard as to whether the Restricted Shares
to which such dividends pertain are vested as of the dividend payment date.
SECTION 3. Forfeiture.
Except as provided in Section 2, effective upon termination of
the Grantee's relationship with the Company as an employee of the Company or a
Subsidiary or Affiliate of the Company for any reason before the restrictions on
any Restricted Shares have expired, such Restricted Shares shall be forfeited
and the stock certificate(s) representing such Restricted Shares shall be
canceled, it being understood and agreed that Grantee shall not be entitled to
any payment whatsoever under this Agreement or provisions of the Plan relating
to this Agreement in connection with such cancellation and termination.(1)
SECTION 4. Withholding Taxes.
4.1 Whenever a stock certificate representing Restricted
Shares that have vested in accordance with the terms hereof is to be delivered
to the Grantee pursuant to Section 2, the Company shall be entitled to require
as a condition of such delivery that the Grantee remit to the Company an amount
sufficient in the opinion of the Company to satisfy any federal, state and other
governmental tax withholding requirements related to the expiration of
restrictions on the shares represented by such certificate. The Company, upon
the request of the Grantee, shall withhold from delivery shares having a Fair
Market Value on the Vesting Date equal to the amount of tax to be withheld.
Fractional share amounts shall be settled in cash.
4.2 If the Grantee makes the election permitted under section
83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to
include in gross income in the year of transfer the amounts specified in section
83(b)), he shall notify the Company of such election within 10 days of filing
notice of the election with the Internal Revenue Service and shall within the
same 10-day period remit to the Company an amount sufficient in the opinion of
the Company to satisfy any federal, state and other governmental tax withholding
requirements related to such inclusion in Grantee's income.
SECTION 5. Nature of Payments.
The grant of the Restricted Shares hereunder constitutes a
special incentive payment and the parties agree that it shall not have the
effect of enhancing the amount of any other fees, compensation or benefits
provided to Grantee by the Company.
SECTION 6. Plan Provisions to Prevail.
This Agreement is subject to all of the terms and provisions
of the Plan. Without limiting the generality of the foregoing, by entering into
this Agreement the Grantee agrees that no member of the Compensation Policy or
Section 162(m) Compensation Committees of the Boards of Directors of either KAC
or KACC and no member of either of the Boards shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder or this Agreement. In the event that there is any inconsistency
between the provisions of this Agreement and of the Plan, the provisions of the
Plan shall govern.
SECTION 7. Miscellaneous.
7.1 Section Headings and Defined Terms. The Section headings
contained herein are for purposes of convenience only and are not intended to
define or limit the contents of the Sections. Unless otherwise indicated herein,
terms with initial capital letters shall have the meanings given such terms in
the Plan.
7.2 Notices. Any notice to be given to the Company hereunder
shall be in writing and shall be addressed to the Secretary of KACC at its
principal corporate address or at such other address as the Company may
hereafter designate to the Grantee by notice as provided in this Section 7.2.
Any notice to be given to the Grantee hereunder shall be addressed to the
Grantee at the address set forth beneath his signature hereto, or at such other
address as he may hereafter designate to the Company by notice as provided
herein. A notice hereunder shall be deemed to have been duly given when
personally delivered or mailed by registered or certified mail to the party
entitled to receive it.
7.3 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and the successors and
assigns of the Company and, to the extent consistent with Sections 2 and 3 of
this Agreement, the heirs and personal representatives of the Grantee.
7.4 Governing Law. This Agreement shall be interpreted,
construed and administered in accordance with the laws of the State of Texas as
they apply to contracts made, delivered and to be wholly performed in the State
of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
▇▇▇▇▇▇ ALUMINUM CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
▇▇▇▇▇▇ ALUMINUM & CHEMICAL
CORPORATION
By:_______________________________________
Name:_____________________________________
Title:____________________________________
_________________________________, Grantee
Print Name:_______________________________
Address:__________________________________
__________________________________________
Social Security Number
---------------
(1) For resricted shares issued in connection with the stock option
exchange offer made to current employees and directors in April 2001,
the provisions in Sections 2.2, 2.3 and 3 that are conditioned upon or
triggered by the Grantee being or ceasing to be an employee of the
Company or a Subsidiary or Affiliate of the Company are conditioned upon
or triggered by the Grantee being or ceasing to be a director of KAC or
KACC or an employee of the Company or a Subsidiary or Affiliate of the
Company.
