exv10w31





Exhibit 10.31





PERFORMANCE EQUITY PAYMENT PROGRAM

DEFERRED SALARY AGREEMENT




     This Performance Equity Payment Program Deferred Salary 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 or a consultant to the Corporation, and, during such employment or consultancy, 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 $___________ as deferred salary (“Deferred Salary”);



     WHEREAS, the Deferred Salary is subject to the Corporation’s attainment of the performance
requirements set forth in Paragraph 3(b) (the “Performance Criteria”) and the Employee’s remaining
as an employee of the Corporation or a consultant to 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 Deferred Salary
for the 2011 year and the terms and conditions applicable thereto in this Performance Equity
Payment Program Deferred Salary 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 Deferred Salary Subject to Restrictions. The Corporation hereby grants to
the Employee, as of the date first written above, the Deferred Salary subject to the restrictions
and other terms and conditions set forth herein. The Deferred Salary shall be held in the custody
of the Corporation or its designee until the expiration of the applicable Restrictions.



     2. Restrictions. The following restrictions shall apply to the Deferred Salary:



 









 





     (a) The Deferred Salary may not be transferred, assigned, pledged, hypothecated or otherwise
encumbered or disposed of during the “Restriction Period” as defined below.



     (b) The Deferred Salary is subject to forfeiture during the Restriction Period in accordance
with Paragraph 4 of this Agreement.



     (c) The Deferred Salary shall be held in custody by the Corporation or its designee until such
time as the Performance Criteria are attained and the Restriction Period shall have been deemed
completed.



     3. Term of Restriction.



     (a) Subject to the forfeiture provisions of Paragraph 4 of this Agreement, the Restrictions
shall lapse with respect to the Deferred Salary on the December 31, 2011 if (i) the Employee is an
employee of the Corporation or a consultant to 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 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 Deferred Salary 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, the
Corporation shall deliver or cause to be delivered to the Employee the Deferred Salary, net of
withholding for taxes.



     4. Forfeiture of Deferred Salary 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”), all rights of the Employee to
the Deferred Salary which remain subject to the Restrictions shall terminate immediately and be



 









 




forfeited in their entirety. If the Employee dies or becomes disabled during the Restriction
Period, the Deferred Salary 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 Deferred Salary when, if and to the
extent, the Restrictions lapse under Paragraph 3 in a proportion determined by multiplying the
amount of the Deferred Salary 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 Deferred Salary shall fully vest in the event of a Change
of Control as defined in the Administrative Rules.



     6. Withholding. The Corporation or its direct or indirect subsidiary may withhold
from the amount of the Deferred Salary 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 Deferred
Salary.



     7. 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 be included as base salary, compensation or
similar terms for determining benefits under the Company’s Supplemental Pension Plan and
Restoration Plan but not for any other benefit or compensation plan in which Employee may be
enrolled or for which Employee may become eligible unless otherwise specifically provided for in
such plan.



     8. Employee Representations. In connection with the issuance of the Deferred Salary
Award, 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 and the Incentive Plan and the
Rules 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, 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 Deferred Salary 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 Deferred
Salary 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