EX-10.3






Exhibit 10.3




PERFORMANCE/RESTRICTED STOCK AGREEMENT




     This Performance/Restricted Stock Agreement (the “Agreement”) made as of the 18th
day of February, 2009 by and between ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation
(the “Corporation”) and [NAME] (“the Employee”).



     WHEREAS, the Corporation sponsors and maintains the Allegheny Technologies Incorporated Stock
2007 Incentive Plan (the “Incentive Plan”);



     WHEREAS, the Corporation desires to encourage the Employee to remain an employee of the
Corporation and, during such employment, to contribute substantially to the financial performance
of the Corporation and, to provide that incentive, the Corporation has awarded, subject to the
performance and employment restrictions described herein, the Employee an aggregate of                     
shares of the common stock of the Corporation, $0.10 par value per share (“Common Stock”);



     WHEREAS, half of the Shares Subject to Restrictions are subject to the Corporation’s
attainment of the performance requirements set forth in Paragraph 3(a) (the “Performance
Criteria”); and half of the Shares Subject to Restrictions are subject to the Employee’s remaining
an Employee (except in instances of death, disability or Retirement as described below) during the
Restriction Period set forth in Paragraph 3(b), subject to accelerated termination of the
Restriction in the event of attainment of the Performance Criteria; and



     WHEREAS, the Corporation and the Employee desire to evidence the award of the Shares Subject
to Restrictions and the terms and conditions applicable thereto in this Restricted Stock Agreement.



     NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and
intending to be legally bound, the Corporation and the Employee agree as follows:



     1. Grant of Shares Subject to Restrictions. The Corporation hereby grants to the
Employee, as of the date first written above, the Shares Subject to Restrictions subject to the
restrictions and other terms and conditions set forth herein. Simultaneously with the execution
and delivery of this Agreement, the Employee shall deliver to the Corporation a stock power
endorsed in blank relating to the Shares Subject to Restrictions (including in such power any
increases or adjustments to the Shares Subject to Restrictions). As soon as practicable after the
Date of Grant, the Corporation shall direct that the Shares Subject to Restrictions be registered
in the name of and issued to the Employee and initially bearing the legend described in Paragraph
5. The Shares Subject to Restrictions and any certificate or certificates representing the Shares
Subject to Restrictions shall be held in the custody of the Corporation or its designee until the
expiration of the applicable



 









 




Restrictions. Upon any forfeiture in accordance with Paragraph 4 of the Shares Subject to
Restrictions, the forfeited shares and any certificate or certificates representing the forfeited
Shares Subject to Restrictions shall be canceled.




     2. Restrictions. Employee shall have all rights and privileges of a stockholder of
the Corporation with respect to the Shares Subject to Restrictions, except that the following
restrictions shall apply:



     (a) None of the Shares Subject to Restrictions may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the “Restriction Period” as defined below, except to the
extent of the Corporation’s earlier attainment of the Performance Criteria, as defined below.



     (b) The Shares Subject to Restrictions are subject to forfeiture during the Restriction Period
in accordance with Paragraph 4 of this Agreement.



     (c) The Shares Subject to Restrictions and any certificate representing the Shares Subject to
Restrictions shall be held in custody by the Corporation or its designee until such time as either
the Performance Criteria are attained or the Restriction Period shall have been completed.



     (d) Dividends paid with respect to the Shares Subject to Restrictions during the Restriction
Period shall be paid to the Employee.



     3. Term of Restriction.



     (a) Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions
shall lapse (i) with respect to half of the Shares Subject to Restrictions on the earlier of (x)
February 17, 2014 if the Employee is an employee of the Corporation on February 17, 2014, unless
the Employee’s cessation of employment was due to the Employee’s death, disability or Retirement
(as defined below), or (y) as soon after the completion of the audit of the Corporation for the
2011 fiscal year as it may be determined that the Performance Criteria have been attained and (ii)
with respect to half of the Shares Subject to Restrictions, as soon after the completion of the
audit of the Corporation for the 2011 fiscal year as it may be determined that the Performance
Criteria have been. With respect to the half of the Shares Subject to Restrictions subject only to
the Performance Criteria, if the Corporation does not attain the Performance Criteria on or before
the three year measurement period ending December 31, 2011, such half of the Shares Subject to
Restrictions shall be forfeited immediately upon the completion of that three-year measurement
period.



     (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the net income
of the Corporation, measured under GAAP, shall exceed $300 million, in the aggregate, for the 2009,
2010 and 2011 fiscal years of the Corporation. The period for measuring the Performance Criteria
shall end as of



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December 31, 2011 and the Personnel and Compensation Committee shall as promptly as possible following the
completion of the audit of the Corporation for the 2011 fiscal year determine whether the
Performance Criteria have been met.




     (c) The period from the Date of Grant until the lapse of the applicable of the Restrictions
with respect to the Shares Subject to Restrictions is the “Restriction Period” for purposes of this
Agreement.



     (d) As soon as administratively practicable following the lapse of the Restrictions without a
forfeiture of the applicable Shares Subject to Restrictions, and upon the satisfaction of all other
applicable conditions as to such Shares Subject to Restrictions, including, but not limited to, the
payment by the Employee of all applicable withholding taxes, if any, the Corporation shall deliver
or cause to be delivered to the Employee shares of Common Stock, which may be in the form of a
certificate or certificates for such shares, equal in number to the applicable Shares Subject to
Restrictions, which shall not be subject to the transfer restrictions set forth above and shall not
bear the legend described in Paragraph 5. Without limiting the foregoing, (i) if the Performance
Criteria are met, all Shares Subject to Restrictions shall become non-forfeitable and such Shares
or the certificate representing such non-forfeitable shares of common stock of the Corporation
shall be delivered as described above and (ii) if the Performance Criteria are not met, (x) half of
the Shares Subject to Restrictions shall be forfeited immediately after the end of the measurement
period for such Performance Criteria and (y) the remaining half of the Shares Subject to
Restrictions shall be non-forfeitable, if at all, at the end of the Restriction Period.



     4. Forfeiture of Shares Subject to Restrictions. If Employee’s employment with the
Corporation and all of its direct or indirect subsidiaries is terminated by either party for any
reason, including, but not limited to, the involuntary termination of the Employee’s employment
with the Corporation for any reason, with or without cause, other than the Employee’s death,
disability or retirement with the consent of the Corporation when the Employee is at least 55 years
of age with at least five years of service (“Retirement”), (i) all rights of the Employee to the
Shares Subject to Restrictions which remain subject to the Restrictions shall terminate immediately
and be forfeited in their entirety, and (ii) the forfeited Shares Subject to Restrictions and any
stock certificate or certificates representing the forfeited Shares Subject to Restrictions shall
be canceled. If the Employee dies or becomes disabled during the Restriction Period, the Shares
Subject to Restrictions will immediately vest. If the Employee retires with the consent of the
Corporation when the Employee is at least 55 years of age with at least five years of service, the
Employee (or the Employee’s beneficiary) shall receive the Shares Subject to Restrictions when, if
and to the extent, the Restrictions lapse under Paragraph 3.



     5. Change of Control. All Shares Subject to Restrictions shall fully vest in the
event of a Change of Control as defined in the Incentive Plan.



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     6. Legend. During the Restriction Period, the shares of Restricted Stock and any
share certificate or certificates evidencing the Shares Subject to Restrictions shall be endorsed
with the following legend (in addition to any legend required under applicable securities laws or
any agreement by which the Corporation is bound):




THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS
AND CONDITIONS OF A RESTRICTED STOCK AGREEMENT ENTERED INTO BY AND BETWEEN ALLEGHENY
TECHNOLOGIES INCORPORATED AND THE HOLDER OF THIS CERTIFICATE. A COPY OF SUCH AGREEMENT IS
ON FILE AT THE OFFICE OF THE CORPORATION.



     7. Withholding. The Corporation or its direct or indirect subsidiary may withhold
from the number of Shares Subject to Restrictions or from any cash amount payable hereunder or any
other cash payments due to Employee all taxes, including social security taxes, which the
Corporation or its direct or indirect subsidiary is required or otherwise authorized to withhold
with respect to the Shares Subject to Restrictions.



     8. Adjustments to Number of Shares. Any shares issued to Employee with respect to the
Shares Subject to Restrictions in the event of any change in the number of outstanding common stock
of the Corporation through the declaration of a stock dividend or a stock split or combination of
shares or any other similar capitalization change shall be deemed to be Shares Subject to
Restrictions subject to all the terms set forth in this Agreement.



     9. No Right to Continued Employment; Effect on Benefit Plans. This Agreement shall
not confer upon Employee any right with respect to continuance of his or her employment or other
relationship, nor shall it interfere in any way with the right of the Corporation or its direct or
indirect subsidiary to terminate his or her employment or other relationship at any time. Income
realized by Employee pursuant to this Agreement shall not be included in Employee’s earnings for
the purpose of any benefit plan in which Employee may be enrolled or for which Employee may become
eligible unless otherwise specifically provided for in such plan.



     10. Employee Representations. In connection with the issuance of the Shares Subject
to Restrictions, Employee represents the following:



     (a) Employee has reviewed with Employee’s own tax advisors, the federal, state, local and
foreign tax consequences of this Agreement and the transactions contemplated hereby. Employee is
relying solely on such advisors and not on any statements or representations of the Corporation or
any of its agents. Employee understands that Employee (and not the Corporation) shall be
responsible for Employee’s own tax liability that may arise as a result of this Agreement and the
transactions contemplated hereby.



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     (b) Employee has received, read and understood this Agreement and the Incentive Plan and
agrees to abide by and be bound by their respective terms and conditions.



     11. Miscellaneous.



     (a) Governing Law. This Agreement shall be governed and construed in accordance with
the domestic laws of the Commonwealth of Pennsylvania without regard to such Commonwealth’s
principles of conflicts of laws.



     (b) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and
administrators of the parties hereto. Neither this Agreement nor any rights hereunder shall be
assignable or otherwise subject to hypothecation without the consent of all parties hereto.



     (c) Entire Agreement; Amendment. This Agreement contain the entire understanding
between the parties hereto with respect to the subject matter of this Agreement and supersedes all
prior and contemporaneous agreements and understandings, inducements or conditions, express or
implied, oral or written, with respect to the subject matter of this Agreement. This Agreement may
not be amended or modified without the written consent of the Corporation and Employee.



     (d) Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which when so executed and delivered shall be taken to be an original and all
of which together shall constitute one document.



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     (e) Definitions. Initially capitalized terms not otherwise defined in this Restricted
Stock Agreement shall have the meanings ascribed thereto in the Incentive Plan.



     IN WITNESS WHEREOF, the parties have executed this Shares Subject to Restrictions Agreement as
of the date first written above.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ALLEGHENY TECHNOLOGIES INCORPORATED	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	Name:

	 	 

Jon D. Walton
	 	 	 	 
	Title:

	 	Executive Vice President,


Human Resources, Chief Legal


and Compliance Officer	 	 	 	 
	 
	 	 	 	 	 	 
	PARTICIPANT	 	WITNESS	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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