exhibit10-2.htm


     

     

    EXHIBIT
10.2

    


    
      	 
      	
              SECOND
      AMENDMENT

            	 
      
	 
      	
              TO
      THE

            	 
      
	 
      	
              AK
      STEEL HOLDING CORPORATION

            	 
      
	 
      	
              STOCK
      INCENTIVE PLAN

            	 
      
	 
      	 
      	 
      
	 
      	
              (as
      amended and restated as of October 16, 2008)

            	 
      


    

    


    Pursuant
to the power of amendment reserved to the Board of Directors of AK Steel Holding
Corporation in Section 11.1 of the AK Steel Holding Corporation Stock Incentive
Plan (as amended and restated as of October 16, 2008) (the “Plan”), the Plan is
hereby amended as follows effective as the dates indicated below:

    


    
      	
              (1)  

            	
              Effective
      as of October 22, 2009, Section 6.8 is changed in its entirety to read as
      follows:

            


    

    


    “6.8           Termination of
Employment.  Except as hereinafter provided, Options granted
under the Plan may not be exercised by any person, including a transferee of any
rights under an Option Award, unless the Participant is then in the employ of
the Company and unless the Participant has remained continuously so employed
since the date of grant of the Option.  Subject to the duration set
forth in Section 6.4, Options shall be exercisable as follows unless otherwise
provided by the Committee:

    


    (a)           in
the case of a Participant’s death, any outstanding Options which have not yet
vested in accordance with the applicable Option Award Agreements shall
immediately vest and be exercisable:

    


    (i)           if
the Participant’s death occurs while employed by the Company, by the Beneficiary
or representative during a period of three (3) years following the date of the
Participant’s death; or

    


    (ii)           if
the Participant’s death occurs after his Retirement, but before the third
anniversary of his Retirement, by the Beneficiary or representative on or before
the third anniversary of his Retirement;

    


    (b)           in
the case of the Participant’s Disability, any outstanding Options which have not
yet vested in accordance with the applicable Option Award Agreements shall
immediately vest and be exercisable by the Participant or by the Participant’s
appointed representative during a period of three (3) years following the date
of the Participant’s last day worked;

    


    (c)           in
the case of the Participant’s Retirement, any outstanding Options which have not
yet vested shall continue to vest in accordance with the applicable Option Award
Agreements and such vested Options shall be exercisable by the Participant
during a period of  three (3) years following the date of the
Participant’s last day worked;

    


    (d)           in
the case of a Participant’s involuntary termination of
employment:


    
      
        
                                                                   

        

         


      

      
         


        
          

        

      

      
         


      

    


    (i)           if
such termination is for reasons other than Cause, any outstanding Options which
have not yet vested shall continue to vest in accordance with the applicable
Option Award Agreements and such vested Options shall be exercisable by the
Participant during a period of three (3) years following the date of the
Participant’s last day worked; or

    


    (ii)           if
such termination is for Cause, by the Participant on or before his last day
worked whether or not the Committee has made its final determination that there
is Cause for termination as of that last day worked; and

    


    (e)           in
the case of a Participant’s voluntary termination of employment, his last day
worked.”

    

      
        	
                (2)  

              	
                Effective
      as of January 1, 2010:

              


      

       

    

    
      	
               
      

            	
              (a)  
      

            	
              In
      Article 2, the definition of “Retirement” is changed in its entirety to
      read as follows:

            


    

     

    “(hh)           “Retirement” shall mean
termination of employment with the Company or any affiliate of the Company with
eligibility to immediately commence to receive a pension under the Company’s
noncontributory defined benefit pension plan as in effect on the Employee’s
termination date, or termination of employment with the Company or any affiliate
of the Company after: (1) completion of at least 30 years of
employment  with the Company, (2) attainment of age 60 and completion
of at least 5 years of employment with the Company, or (3) attainment of age 55
and completion of at least 10 years of employment with Company.  With
respect to an individual who is not a participant in the Company’s
noncontributory pension plan, Retirement also shall mean any termination of
employment with the Company which would have entitled such individual to be
eligible to immediately commence to receive a pension under the Company’s
noncontributory defined benefit pension plan had the individual been a
participant.”

    


    
      	
              (b)  

            	
              Section
      7.5(a) is changed in its entirety to read as
  follows:

            


    

    


    “(a)           Restrictions
with respect to Shares covered by an outstanding Restricted Stock Award held by
a Director shall lapse upon the date of his or her mandatory retirement from the
Board by reason of age.  In the case of an Employee’s Retirement,
restrictions remaining in respect of a Restricted Stock Award held by that
employee as of the date of Retirement shall continue to lapse and vest after
Retirement as provided in the applicable Award Agreement; provided however, the
Company may in its sole discretion reduce each outstanding Restricted Stock
Award held by such employee with respect to which restrictions have not yet
lapsed by the number of Shares sufficient in value to pay the employee’s share
of any tax withholdings required in connection with such continued vesting after
Retirement.  Any outstanding restrictions shall lapse in case of death
or Disability of the holder of a Restricted Stock Award.  Evidence of
Disability will be entitlement to disability income benefits under the Federal
Social Security Act; and”


    
      
        
           

        

         


      

      
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    IN
WITNESS WHEREOF, AK Steel Holding Corporation has caused this Second Amendment
to the Plan to be executed this 2nd day of November, 2009.

    


    


    
      	 
      	
              AK
      STEEL HOLDING CORPORATION

            
	 
      	 
      	 
      
	 
      	
              By: 
      

            	/s/ David
      C.Horn
	 
      	 
      	
              David
      C. Horn, Senior Vice President,

            
	 
      	 
      	
              General
      Counsel and Secretary

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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