exv10w32





Exhibit 10.32



PERFORMANCE EQUITY PAYMENT PROGRAM

RESTRICTED STOCK AGREEMENT




     This Performance Equity Payment Program Restricted Stock Agreement made as of the 3rd day of
January, 2011 (that is the first business day of January) 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, as may be amended from time to time (the “Incentive Plan”);



     WHEREAS, the Personnel and Compensation Committee of the Board of Directors (the “Committee”)
has authorized certain automatic grants under a Performance Equity Payment Program (“PEPP”) which
is a part of the Incentive Plan and the Committee has adopted certain administrative rules to
govern the PEPP (the “Rules”);



     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
(the “Shares Subject to Restrictions”) of the common stock of the Corporation, $0.10 par value per
share (“Common Stock”);



     WHEREAS, 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 the Employee
remaining as an employee of the Corporation for the Restricted Period, except for reasons of death,
Disability or Retirement; and



     WHEREAS, the Corporation and the Employee desire to evidence the award of the Shares Subject
to Restrictions for the 2011 year and the terms and conditions applicable thereto in this
Performance Equity Payment Program 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 of the Shares Subject to Restrictions in
accordance with Paragraph 4, 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.



     (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 the
Performance Criteria are deemed attained and the Restriction Period shall have been deemed
completed.



     (d) Dividends paid with respect to the Shares Subject to Restrictions during the Restriction
Period shall be accumulated and paid to the Employee only if and when the Restrictions lapse.



     3. Term of Restriction.



     (a) Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions
shall lapse with respect to the Shares Subject to Restrictions on the December 31, 2011 if (i) the
Employee is an employee of the Corporation on December 31, 2011, if a business day and, if not a
business day, on the business day next preceding December 31, 2011 and (ii) the Committee
determines the Performance Criteria for 2011 will have been met.



     (b) For purposes of this Agreement, the “Performance Criteria” shall mean that the income
before taxes of the Corporation, measured under GAAP, shall be at or greater than $50 million, in
the aggregate, for the 2011 fiscal year of the Corporation. The period for measuring the
Performance Criteria shall end as of December 31, 2011 and the Committee shall as promptly as
possible as of



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December 31, 2011 estimate whether the Performance Criteria for 2011 have been met.




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



     (d) On December 31, 2011, if a business day, or, if not a business day, on the next preceding
business day 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.



     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 in a proportion determined by
multiplying the number of Shares Subject to Restrictions by a fraction, the numerator of which is
the number of days following the Date of Grant to and including the last day of the Employee’s
employment and the denominator is 365.



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



     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):



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THE TRANSFERABILITY OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS
AND CONDITIONS OF A PERFORMANCE EQUITY PAYMENT PROGRAM 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.



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



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     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, as supplemented by the Plan and the
Rules, contains 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) Definitions. Initially capitalized terms not otherwise defined in this
Performance Equity Payment Program Restricted Stock Agreement shall have the meanings ascribed
thereto in the Incentive Plan or the Rules, as applicable.



     IN WITNESS WHEREOF, the parties have executed this Performance Equity Payment Program
Restricted Stock Agreement as of the date first written above.



	 	 	 	 	 
	ALLEGHENY TECHNOLOGIES INCORPORATED

 	 	 
	By:  	/s/ Jon D. Walton
 	 	 
	 	Name:  	Jon D. Walton 	 	 
	 	Title:  	Executive Vice President,
Human Resources, Chief Legal
and Compliance Officer 	 	 
	 



	 	 	 	 	 	 	 

	PARTICIPANT

	 	 	 	WITNESS	 	 
	 
	 	 	 	 	 	 
	 


	 	 
	 	 

	 	 







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