Exhibit 10.2
KAISER 1997 OMNIBUS STOCK INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as
of August 15, 2000, among Kaiser Aluminum Corporation, a Delaware
corporation ("KAC"), its subsidiary Kaiser Aluminum & Chemical
Corporation, a Delaware corporation ("KACC") (together, the
"Company"), and Raymond J. Milchovich, the President and Chief
Executive Officer of the Company (the "Grantee").
The Section 162(m) Compensation Committees of the
Boards of Directors of the Company (the "Committee") have
determined that the objectives of the Kaiser 1997 Omnibus Stock
Incentive Plan (the "Plan") will be furthered by the grant to the
Grantee of 26,116 shares of Common Stock of KAC ("Common Stock")
subject to the restrictions set out in this Agreement (the
"Restricted Shares"), effective on August 15, 2000 (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 all 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
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practicable after receipt from the Grantee of this executed
Agreement, the Company shall cause to be issued under the Plan in
the name of the Grantee a Restricted Share stock certificate,
representing 26,116 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.
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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 Unless sooner terminated pursuant to the terms
hereof, the restrictions set forth in Section 2.1 shall expire,
provided that the Grantee is then an employee of the Company, on
March 28, 2002, or, if earlier, the date specified below for the
designated portion of the award (the "Vesting Dates"):
Vesting Date Number of Restricted Shares
-------------- as to Which Restrictions Lapse
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- the first date after the
Grant Date on which a
share of Common Stock
trades for 20 consecutive 13,058
business days for a price
equal to or greater than
$9
- The later of (i) March 28,
2001, or (ii) the first
date after the Grant Date
on which a share of Common 13,058
Stock trades for a price
equal to or greater than
$9 for 20 consecutive
business days
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 terminates employment on account of
Disability, (b) the occurrence of a Change in Control while the
Grantee is employed by the Company, as such term is defined in
the employment agreement between the Grantee and KACC dated June
1, 1999 (the "Employment Agreement") or (c) the date the Grantee
resigns for Good Reason or is terminated by the Company without
Cause (as such terms are defined in the Employment Agreement), if
either (a), (b) or (c) occurs earlier than the Vesting Dates
specified in Section 2.2.
2.4 Dividends that become payable on Restricted Shares
shall be held by the Company in escrow in accordance with the
provisions of this Agreement. At each Vesting Date, the Company
shall deliver out of escrow to the Grantee a lump sum cash amount
equal to the dividends attributable to the Restricted Shares on
which the restrictions lapse at such Vesting Date, without
adjustment for earnings and losses.
SECTION 3. Forfeiture. Except as provided in Section
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2, effective upon termination of the Grantee's employment with
the Company for any reason, the Company shall cancel the stock
certificate(s) representing any Restricted Shares on which the
restrictions have not expired, and the Dividend Escrow Account
shall thereupon be terminated, 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.
SECTION 4. Withholding Taxes.
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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 all federal,
state and other governmental tax withholding requirements related
to the expiration of restrictions on the shares represented by
such certificate. The Company shall, upon the request of the
Grantee, 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 (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 all federal, state and other governmental tax
withholding requirements related to such inclusion in Grantee's
income.
SECTION 5. Nature of Payments.
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The grant of the Restricted Shares hereunder
constitutes a special incentive payment and the parties agree
that it is not to be taken into account in computing the amount
of salary or compensation of the Grantee for the purposes of
determining (i) any pension, retirement, profit-sharing, bonus,
life insurance or other benefits under any pension, retirement,
profit-sharing, bonus, life insurance or other benefit plan of
the Company, or (ii) any severance or other amounts payable under
any other agreement between the Company and the Grantee.
SECTION 6. Plan Provisions to Prevail.
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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 Committee or the Boards of Directors of the
Company 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.
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7.1 Section Headings and Defined Terms. The Section
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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
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hereunder shall be in writing and shall be addressed to Chairman
of the Board of the Company 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
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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
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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.
KAISER ALUMINUM CORPORATION
By: /S/ John Barneson
Title: Vice President and
Chief Administrative Officer
KAISER ALUMINUM & CHEMICAL
CORPORATION
By: /S/ John Barneson
Title: Vice President and
Chief Administrative Officer
/S/ Raymond J. Milchovich
Raymond J. Milchovich, Grantee
Address: 121 North Post Oak
Lane, #1106
Houston, Texas 77024
Social Security Number: 173-
40-6128
