exhibit10-1.htm


    EXHIBIT
10.1

     

    
      	 
      	
              FIRST
      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 effective as of July 16, 2009 as follows:

     

    (1)           Section
6.1 is changed in its entirety to read as follows:

     

    


    “6.1           Grant
of Options.

    


    (a)           Options
may be granted to an Employee or Director at any time and from time to time as
shall be determined by and in the sole discretion of the Committee, subject to
the provisions of Section 4.1.

    


    (b)           Prior
to July 16, 2009, each Director who was not employed by the Company received
Options with respect to ten thousand (10,000) Shares on the date of his or her
initial election to the Board. Such Directors may have received additional
Options in a similar amount at approximately five year intervals thereafter
during their term on the Board as determined by and in the sole discretion of
the Committee. The elimination on July 16, 2009 of the provisions for such
Option awards was not intended to have, and shall not have, any effect on
Options awarded prior to July 16, 2009 under the version of this Section 6.1(b)
in effect prior to such date or on the terms and conditions applicable to those
Options upon the date of award.

     

     

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

     

    “(a)             Except
as otherwise determined by majority vote of the Board with respect to any
calendar year, fifty percent (50%) of each Director’s annual retainer fee for
services on the Board shall be paid in the form of Restricted Stock Awards or in
the form of Restricted Stock Unit Awards, as determined by the Board. Each
Director may elect before the beginning of such calendar year to have more than
fifty percent (50%) of his or her annual retainer fee, and/or a portion of any
other fees to be earned in such calendar year for services on the Board that
otherwise would be payable in cash, paid to him or her by such means. Awards
under this Section 7.7(a), and any other Awards to Directors under this Article
7, shall be made at intervals during the calendar year as the Company determines
to be administratively feasible, but not less frequently than
quarterly, according to procedures established by the Company and approved by
the Board.”

     

    IN
WITNESS WHEREOF, AK Steel Holding Corporation has caused this first Amendment to
the Plan to be executed this 8th day
of September, 2009.

     

    
      	 
      	
              AK
      STEEL HOLDING CORPORATION

            
	 
      	 
      
	 
      	 
      
	
              By: 
      

            	
              /s/
      David C. Horn

            
	 
      	
              David
      C. Horn, Senior Vice President,

            
	 
      	
              General
      Counsel and Secretary