EX-10.2



 Exhibit 10.2 
 PERFORMANCE/RESTRICTED STOCK AGREEMENT 
 This Performance/Restricted Stock
Agreement (the “Agreement”) made as of the 28th day of February 2013 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 [NUMBER OF SHARES] 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(b) (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(c), 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 6. 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 not be paid to the Employee and, instead, shall be converted into additional shares of Restricted
Stock at the price at which shares of common stock of the Corporation are purchased under the Corporation’s outstanding dividend reinvestment program and on the date such purchases are made and such shares of Restricted Stock shall be additions
to the shares subject to the Restrictions hereunder. 
 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 March 1, 2018 if the Employee is an employee of the Corporation on March 1, 2018, unless the Employee’s cessation of employment was due to the Employee’s death, disability or Retirement (as
defined below), or (y), subject to applicable clawback provisions, as soon as reasonably feasible after January 1, 2016 as it may be determined that the Performance Criteria have been attained and (ii) with respect to half of the Shares
Subject to Restrictions, subject to applicable clawback provisions, as soon reasonably feasible after it may be determined that the Performance Criteria have been attained. 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, 2015, such half of the Shares Subject to Restrictions shall be forfeited immediately
upon the completion of that three-year measurement period. 

  
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 (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the
net income of the Corporation, measured under GAAP, shall exceed $450 million, in the aggregate, for the 2013, 2014 and 2015 fiscal years of the Corporation. The period for measuring the Performance Criteria shall end as of December 31,
2015 and the Personnel and Compensation Committee shall as promptly as possible following the completion of the audit of the Corporation for the 2015 fiscal year determine whether the Performance Criteria have been met. 

(c) The period from the Date of Grant until the lapse of the applicable 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 6. 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. 

  
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 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. 
 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


  
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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. 

(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. 
 (e) Compliance with
Corporate Policies. No payment will be made under this Agreement or the PRSP unless the Employee has fully complied with all corporate policies of the Corporation, including but not limited to, the Corporation’s Corporate Guidelines for
Business Conduct and Ethics. 
 (f) Clawback. The Employee acknowledges and agrees that the Employee will repay any
Overpayment as defined in any “Clawback of Incentive Payments” letter agreement between the Corporation and the Employee and that any such letter agreement is incorporated by reference herein. 

  
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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:	 	/s/ Elliot S. Davis
	Name:	 	Elliot S. Davis
	Title:	 	 Senior Vice President, General Counsel,
 Chief Compliance Officer
 and Corporate Secretary


  

					
	PARTICIPANT	  		  	WITNESS
			
	 	  		  	  



  
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