exv10w2






Exhibit 10.2




Restricted Stock Award Agreement

Under the Amended and Restated 2006

Equity and Performance Incentive Plan




Kaiser Aluminum Corporation




 









 





Kaiser Aluminum Corporation

Amended and Restated 2006 Equity

and Performance Incentive Plan

Restricted Stock Award Agreement




     You have been selected to receive a grant of Restricted Stock pursuant to the Kaiser
Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”)
as specified below:



     Participant: ____________



     Date of Grant: ________, 20__



     Number of Shares of Restricted Stock Granted: ______________



     Purchase Price: $0 per share of Restricted Stock



     Lapse of Restrictions: Restrictions placed on the shares of Restricted Stock shall lapse on
the dates and in the numbers listed below:



	 	 	 
	Date on Which	 	Number of Shares for
	Restrictions Lapse	 	Which Restrictions Lapse
	 
	 
	 	 
	_________, 20__

	 	____________ shares
	 
	 	 
	 





     THIS RESTRICTED STOCK AWARD AGREEMENT, effective as of the Date of Grant set forth above (this
“Agreement”), represents the grant of Restricted Stock by Kaiser Aluminum Corporation, a Delaware
corporation (the “Company”), to the Participant named above pursuant to the provisions of the Plan.



     The Plan provides a complete description of the terms and conditions governing the Restricted
Stock granted hereunder. If there is any inconsistency between the terms of this Agreement and the
terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of
this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan unless
specifically set forth otherwise herein.



     1. Employment with the Company. Except as may otherwise be provided in Sections 5 or 6 of
this Agreement, shares of Restricted Stock granted hereunder are granted on the condition that the
Participant remains an Employee of the Company from the Date of Grant set forth above through (and
including) the “Date on Which Restrictions Lapse” set forth in the table above opposite such shares
of Restricted Stock (such applicable periods each being referred to herein as a “Period of
Restriction”).



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     This grant of Restricted Stock shall not confer any right to the Participant (or any other
Participant) to be granted Restricted Stock or other Awards in the future under the Plan.



     2. Certificate Legend. Each certificate representing, or book-entry account credited with,
shares of Restricted Stock granted hereunder shall bear the following legend:




“The sale or other transfer of the shares of common stock represented hereby,
whether voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer as set forth in the Kaiser Aluminum Corporation
Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”),
and in the associated Restricted Stock Award Agreement. A copy of the Plan
and such Restricted Stock Award Agreement may be obtained from Kaiser Aluminum
Corporation.”



     3. Receipt and Delivery of Stock; Removal of Restrictions.




	 	(a)	 	The Participant waives receipt from the Company of a certificate or
certificates representing the shares of Restricted Stock granted hereunder
registered in the Participant’s name and bearing a legend evidencing the
restrictions imposed on such shares of Restricted Stock by this Agreement. The
Participant acknowledges that the Company shall retain custody of such certificate
or certificates until the restrictions imposed by this Agreement on the shares of
Restricted Stock granted hereunder lapse. The Participant acknowledges that,
alternatively, the shares of Restricted Stock granted hereunder may be credited to a
book-entry account in the Participant’s name, with instructions from the Company to
the Company’s transfer agent that such shares shall remain restricted until the
restrictions imposed by this Agreement on such shares lapse. The Participant will
provide the Company a duly signed stock power in such form as may be requested by
the Company.
	 
	 	(b)	 	Except as may otherwise be provided herein and in the Plan, the shares of
Restricted Stock granted hereunder shall become freely transferable by the
Participant on the dates and in the numbers set forth under “Lapse of Restrictions”
above, subject to all restrictions on transfers imposed by the Company’s certificate
of incorporation, bylaws or insider trading policies as in effect from time to time
or by applicable federal or state securities laws. Once shares of Restricted Stock
granted hereunder are no longer subject to any restrictions on transfer under this
Agreement or the Plan, the Participant shall be entitled to have the legend required
by Section 2 of this Agreement removed from the applicable certificates or
book-entry account.





     4. Voting Rights and Dividends. During a Period of Restriction, the Participant may exercise
full voting rights and shall receive all dividends and other distributions paid with respect to the
shares of Restricted Stock granted hereunder and held by the Participant at the relevant time;
provided, however, that if any such dividends or distributions are paid in shares
of the Company’s capital stock, such shares shall be subject to the same restrictions on
transferability, risk of forfeiture and rights of the Company (including under this Section 4) as
are the shares of Restricted Stock with respect to which they were paid. In the event (a) the
Participant ceases to be an Employee of the Company during a Period of Restriction and forfeits any
shares of Restricted Stock pursuant to Section 5(e) of this Agreement or (b) the Participant
forfeits any shares of Restricted Stock pursuant



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to Section 7 or 8 of this Agreement, the Company shall have the right to demand that all or
any portion of dividends or distributions received by the Participant in respect of such forfeited
shares of Restricted Stock and not paid in shares of the Company’s capital stock be repaid to the
Company. Furthermore, the Company may, to the extent permitted by law, set off the amounts payable
to it as a result of any such demand against any amounts that may be owing from time to time by the
Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of
any other benefit or for any other reason; provided, however, that, except to the
extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to
amounts that are “deferred compensation” within the meaning of Section 409A of the Code.




     5. Termination of Employment.




	 	(a)	 	By Death. In the event the Participant ceases to be an Employee of the
Company by reason of death during a Period of Restriction, all shares of Restricted
Stock granted hereunder and held by the Participant at the time of death shall no
longer be subject to the Period of Restriction and shall become freely transferable
(subject, however, to all restrictions on transfer imposed by the Company’s
certificate of incorporation or bylaws or by applicable federal or state securities
laws) by such Person or Persons that have been named as the Participant’s
beneficiary as contemplated by Section 9 of this Agreement or by such Person or
Persons that have acquired the Participant’s rights to such shares of Restricted
Stock by will or the laws of descent and distribution. Once shares of Restricted
Stock granted hereunder are no longer subject to any restrictions on transfer under
this Agreement or the Plan, the Person or Persons holding such shares shall be
entitled to have the legend required by Section 2 of this Agreement removed from the
applicable certificates or book-entry account.
	 
	 	(b)	 	By Disability. In the event the Participant ceases to be an Employee of
the Company by reason of Disability (as defined in this Section 5(b)) during a
Period of Restriction, all shares of Restricted Stock granted hereunder and held by
the Participant at the time of employment termination shall no longer be subject to
the Period of Restriction and shall become freely transferable (subject, however, to
all restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws or by applicable federal or state securities laws) by the Participant.
Once shares of Restricted Stock granted hereunder are no longer subject to any
restrictions on transfer under this Agreement or the Plan, the Person holding such
shares shall be entitled to have the legend required by Section 2 of this Agreement
removed from the applicable stock certificates or book-entry account.
	 
	 	 	 	“Disability” shall be defined as a total and permanent disability as a result of
bodily injury, disease or mental disorder which results in the Participant’s
entitlement to long-term disability benefits under the Kaiser Aluminum Self-Insured
Welfare Plan or the Kaiser Aluminum Salaried Employees Retirement Plan.
	 
	 	(c)	 	Involuntary Termination Other Than For Cause or Detrimental Activity;
Termination For Good Reason. In the event the Participant ceases to be an Employee
of the Company because either (i) the Company or any of its Subsidiaries terminates
such employment for any reason other than for Cause or other Detrimental Activity or
(ii) the Participant terminates his or her employment for




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	 	 	 	Good Reason, all shares of Restricted Stock granted hereunder and held by the
Participant at the time of such employment termination shall no longer be subject
to the Period of Restriction and shall become freely transferable (subject,
however, to all restrictions on transfer imposed by the Company’s certificate of
incorporation or bylaws or by applicable federal or state securities laws) by the
Participant. Once shares of Restricted Stock granted hereunder are no longer
subject to any restrictions on transfer under this Agreement or the Plan, the
Person holding such shares shall be entitled to have the legend required by Section
2 of this Agreement removed from the applicable stock certificates or book-entry
account.
	 
	 	(d)	 	Retirement. In the event the Participant ceases to be an Employee of the
Company as a result of retirement at or after age 65 during a Period of Restriction,
all shares of Restricted Stock granted hereunder and held by the Participant at the
time of such retirement shall, subject to the forfeiture provisions contained in
Sections 7 and 8 of this Agreement, become freely transferable (subject, however, to
all restrictions on transfer imposed by the Company’s certificate of incorporation
or bylaws or by applicable federal or state securities laws) on the dates and in the
number of shares set forth under “Lapse of Restrictions” above as more fully
described in Section 3(b) above or, if earlier, on the Participant’s death, by the
Participant or, in the event of the Participant’s death, by such Person or Persons
that have been named as the Participant’s beneficiary as contemplated by Section 9
of this Agreement or by such Person or Persons that have acquired the Participant’s
rights to such shares of Restricted Stock by will or the laws of descent and
distribution. Once shares of Restricted Stock granted hereunder are no longer
subject to any restrictions on transfer under this Agreement or the Plan, the Person
or Persons holding such shares shall be entitled to have the legend required by
Section 2 of this Agreement removed from the applicable certificates or book-entry
account.
	 
	 	(e)	 	For Other Reasons. In the event the Participant ceases to be an Employee
of the Company for any reason other than the reasons set forth in Section 5(a),
5(b), 5(c) or 5(d) of this Agreement during a Period of Restriction, all shares of
Restricted Stock granted hereunder and held by the Participant at the time of
employment termination shall be forfeited by the Participant to the Company. The
Company shall have the right, at the sole discretion of the Committee, to vest all
or any portion of the Restricted Stock grant held by the Participant that would
otherwise be forfeited.





     6. Change in Control. Notwithstanding anything to the contrary in this Agreement, in the
event of a Change in Control of the Company during a Period of Restriction and, unless the
Participant has ceased to be an Employee of the Company as a result of retirement at or after age
65 as contemplated by Section 5(d) of this Agreement, while the Participant continues to be an
Employee of the Company, the Period of Restriction shall immediately lapse, with all shares of
Restricted Stock granted hereunder and held by the Participant at the time of such Change in
Control of the Company no longer being subject to any Period of Restriction and becoming freely
transferable (subject to restrictions on transfers imposed by the Company’s certificate of
incorporation, bylaws or insider trading policies or by applicable federal or state securities
laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject
to any restrictions on transfer under this Agreement or the Plan, the Person holding such shares
shall be



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entitled to have the legend required by Section 2 of this Agreement removed from the
applicable certificates or book-entry account.




     7. Restrictions on Transfer. Unless otherwise determined by the Committee in accordance with
the Plan, during the applicable Period of Restriction, shares of Restricted Stock granted hereunder
may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a
“Transfer”), other than as contemplated by Section 9 of this Agreement, by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order. If, during a Period
of Restriction, any Transfer, whether voluntary or involuntary, of shares of Restricted Stock
granted hereunder is made other than in accordance with this Agreement or the Plan, or if any
attachment, execution, garnishment or lien shall be issued against or placed upon shares of
Restricted Stock granted hereunder, all shares of Restricted Stock granted hereunder then held by
the Participant shall be immediately forfeited to the Company and all obligations of the Company
under this Agreement shall terminate.



     8. Detrimental Activity. If the Participant, either during employment by the Company or a
Subsidiary or within one (1) year after termination of such employment (or, if termination of such
employment results from retirement at or after age 65 as contemplated by Section 5(d) of this
Agreement, within the period ending one (1) year after the latest date set forth under “Lapse of
Restrictions” above), shall engage in any Detrimental Activity, and the Committee shall so find,
forthwith upon notice of such finding, the Participant shall:




	 	(a)	 	Forfeit to the Company any shares of Restricted Stock granted hereunder
then held by the Participant;
	 
	 	(b)	 	Return to the Company, in exchange for payment by the Company of any cash
amount actually paid therefor by the Participant (unless such payment is prohibited
by law), all Common Shares that the Participant has not disposed of that were
acquired pursuant to this Agreement within one (1) year prior to the date of the
commencement of such Detrimental Activity; and
	 
	 	(c)	 	With respect to any Common Shares so acquired that the Participant has
disposed of, pay to the Company in cash the aggregate Market Value per Share of the
Common Shares on the date of such acquisition.




To the extent that such amounts are not paid to the Company, the Company may, to the extent
permitted by law, set off the amounts so payable to it against any amounts that may be owing from
time to time by the Company or a Subsidiary to the Participant, whether as wages or vacation pay or
in the form of any other benefit or for any other reason; provided, however, that,
except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not
apply to amounts that are “deferred compensation” within the meaning of Section 409A of the Code.
For purposes of this Section 8, Common Shares shall be deemed to be acquired pursuant to this
Agreement at such time as they are no longer subject to the applicable Period of Restriction and
become freely tradeable (subject to all restrictions on transfer imposed by the Company’s
certificate of incorporation or bylaws or by applicable federal or state securities laws).




     9. Beneficiary Designation. The Participant may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any benefit under this



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Agreement is to be paid in case of the Participant’s death before the Participant receives all
of such benefit. Each such designation shall revoke all prior designations by the Participant,
shall be in a form prescribed by the Company, and shall be effective only when filed by the
Participant in writing with the Vice President Human Resources of the Company during the
Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the
Participant’s death shall be paid in accordance with the Participant’s will or the laws of descent
and distribution.




     10. Continuation of Employment. This Agreement shall not confer upon the Participant any
right with respect to continuance of employment with the Company or any Subsidiary, nor shall this
Agreement interfere in any way with any right the Company or any Subsidiary would otherwise have to
terminate the Participant’s employment or other service at any time.



     11. Miscellaneous.




	 	(a)	 	This Agreement and the rights of the Participant hereunder are subject to
all the terms and conditions of the Plan, as the same may be amended from time to
time, as well as to such rules and regulations as the Committee may adopt for
administration of the Plan. It is expressly understood that the Committee is
authorized to administer, construe and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which shall
be binding upon the Participant.
	 
	 	(b)	 	In accordance with Section 19 of the Plan, the Board may terminate, amend
or modify the Plan.
	 
	 	(c)	 	The Participant shall pay to the Company or make arrangements
satisfactory to the Committee for payment of any federal, state and local taxes
(including the Participant’s FICA obligation), whether domestic or foreign, required
by law to be withheld on account of any event under this Agreement.
	 
	 	 	 	The Participant acknowledges that the Company shall have the power and the right to
deduct or withhold from the Participant’s compensation an amount sufficient to
satisfy federal, state and local taxes (including the Participant’s FICA
obligation), whether domestic or foreign, required by law to be withheld with
respect to any event under this Agreement should Participant fail to make timely
payment of all taxes due.
	 
	 	 	 	The Participant may elect, subject to the Plan, the approval of the Committee and
any procedural rules adopted by the Committee, to satisfy the withholding
requirement, in whole or in part, by having the Company withhold vested shares
having an aggregate Market Value per Share on the date the tax is to be determined
equal to the amount required to be withheld.
	 
	 	(d)	 	The Participant shall take all steps necessary to comply with all
applicable provisions with respect to transfers of the Company’s securities imposed
by the Company’s certificate of incorporation, bylaws and insider trading policies
and federal and state securities laws, each as in effect from time to time, in
exercising his or her rights under this Agreement.




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	 	(e)	 	All obligations of the Company under the Plan and this Agreement shall be
binding on any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the
business or assets of the Company.
	 
	 	(f)	 	This Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of Delaware.
	 
	 	(g)	 	Notice hereunder shall be given to the Company at its principal place of
business, and shall be given to the Participant at the address set forth below, or
in either case at such address as one party may subsequently furnish to the other
party in writing.
	 
	 	(h)	 	If there is any inconsistency between the terms of this Agreement and the
terms of a written employment agreement between the Participant and the Company or a
Subsidiary of the Company (the “Employment Agreement”) relating to the lapse of
restrictions imposed by this Agreement on the shares of Restricted Stock granted
hereunder, the terms of the Employment Agreement shall completely supersede and
replace the conflicting terms of this Agreement, provided that such terms of
the Employment Agreement are not inconsistent with the terms of the Plan.
	 
	 	(i)	 	By accepting the grant of Restricted Stock contemplated hereby, the
Participant is deemed to be bound by the terms and conditions set forth in the Plan
and this Agreement regardless of whether the Participant executes and delivers to
the Company a copy hereof.





     12. Definitions.




	 	(a)	 	“Beneficial Owner” or “Beneficial Ownership” shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
	 
	 	(b)	 	“Board” or “Board of Directors” means the Board of Directors of the
Company.
	 
	 	(c)	 	“Business Combination” means a reorganization, merger or consolidation,
or sale or other disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another corporation or entity, or other
transaction.
	 
	 	(d)	 	“Cause” means (i) the Participant’s engaging in fraud, embezzlement,
gross misconduct or any act of gross dishonesty with respect to the Company or its
affiliates, (ii) the Participant’s habitual drug or alcohol use which impairs the
ability of the Participant to perform his duties with the Company or its affiliates,
(iii) the Participant’s indictment with respect to, conviction of, or plea of guilty
or no contest to, any felony, or other comparable crime under applicable local law
(except, in any event, for motor vehicle violations not involving personal injuries
to third parties or driving while intoxicated), or the Participant’s incarceration
with respect to any of the foregoing that, in each case, impairs the Participant’s
ability to continue to perform his duties with the Company and its affiliates, or
(iv) the Participant’s material breach of any written employment agreement or other
agreement between




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	 	 	 	the Company and the Participant, or of the Company’s Code of Business Conduct, or
failure by the Participant to substantially perform his or her duties for the
Company which remains uncorrected or reoccurs after written notice has been
delivered to the Participant demanding substantial performance and the Participant
has had a reasonable opportunity to correct such breach or failure to perform.






	 	(e)	 	“Change in Control” means the occurrence on or after the date of this
Agreement of any of the following events:






	 	(i)	 	the acquisition by any Person of Beneficial Ownership of 35%
or more of the combined voting power of the then-outstanding Voting Stock of
the Company; provided, however, that:






	 	(A)	 	for purposes of this Section 12(e)(i), the
following acquisitions shall not constitute a Change in Control: (1)
any acquisition of Voting Stock of the Company directly from the
Company (x) pursuant to the POR or (y) that is approved by a majority
of the Incumbent Directors, (2) any acquisition of Voting Stock of the
Company by the Company or any Subsidiary, (3) any acquisition of Voting
Stock of the Company by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary (other than
any voluntary employee beneficiary association established in
connection with the POR), and (4) any acquisition of Voting Stock of
the Company by any Person pursuant to a Business Combination that
complies with clauses (A), (B) and (C) of Section 12(e)(iii) below;
	 
	 	(B)	 	if any Person acquires Beneficial Ownership of
35% or more of combined voting power of the then-outstanding Voting
Stock of the Company as a result of a transaction described in clause
(A)(1) of Section 12(e)(i) and such Person thereafter becomes the
beneficial owner of any additional shares of Voting Stock of the
Company representing 1% or more of the then-outstanding Voting Stock of
the Company, other than in an acquisition directly from the Company
pursuant to the POR, in an acquisition directly from the Company in a
transaction that is approved by a majority of the Incumbent Directors
or other than as a result of a stock dividend, stock split or similar
transaction effected by the Company in which all holders of Voting
Stock are treated equally, such subsequent acquisition shall be deemed
to constitute a Change in Control;
	 
	 	(C)	 	a Change in Control will not be deemed to have
occurred if a Person acquires beneficial ownership of 35% or more of
the Voting Stock of the Company as a result of a reduction in the
number of shares of Voting Stock of the Company outstanding unless and
until such Person thereafter becomes the beneficial owner of any
additional shares of Voting Stock of the Company representing 1% or
more of the then-outstanding Voting Stock of the Company, other than in
an acquisition directly from the Company pursuant to the POR, in an




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	 	 	 	acquisition directly from the Company in a transaction that is
approved by a majority of the Incumbent Directors or other than as a
result of a stock dividend, stock split or similar transaction
effected by the Company in which all holders of Voting Stock are
treated equally; and
	 
	 	(D)	 	if at least a majority of the Incumbent
Directors determine in good faith that a Person has acquired beneficial
ownership of 35% or more of the Voting Stock of the Company
inadvertently, and such Person divests as promptly as practicable a
sufficient number of shares so that such Person beneficially owns less
than 35% of the Voting Stock of the Company, then no Change in Control
shall have occurred as a result of such Person’s acquisition; or






	 	(ii)	 	a majority of the Directors are not Incumbent Directors; or
	 
	 	(iii)	 	the consummation of a Business Combination, unless, in each
case, immediately following such Business Combination (A) all or substantially
all of the individuals and entities who were the beneficial owners of Voting
Stock of the Company immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of the combined voting
power of the then outstanding shares of Voting Stock of the entity resulting
from such Business Combination (including without limitation an entity which
as a result of such transaction owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries),
(B) no Person (other than the Company, such entity resulting from such
Business Combination, any employee benefit plan (or related trust) sponsored
or maintained by the Company, any Subsidiary or such entity resulting from
such Business Combination (other than any voluntary employee beneficiary
association established in connection with the POR) or any Person that
immediately prior to such Business Combination owns, directly or indirectly,
35% or more of the Voting Stock of the Company so long as such Person does not
at such time own, directly or indirectly, more than 1% of the securities of
the other corporation or other entity involved in such Business Combination to
be converted into or exchanged for shares of Voting Stock of the entity
resulting from such Business Combination pursuant to such Business
Combination)) beneficially owns, directly or indirectly, 35% or more of the
combined voting power of the then outstanding shares of Voting Stock of the
entity resulting from such Business Combination, and (C) at least a majority
of the members of the Board of Directors of the entity resulting from such
Business Combination were Incumbent Directors at the time of the execution of
the initial agreement or of the action of the Board providing for such
Business Combination; or
	 
	 	(iv)	 	approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and (C) of Section 12(e)(iii).





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	 	(f)	 	“Director” shall mean a member of the Board of Directors of the Company.
	 
	 	(g)	 	“Employee of the Company” means an officer or employee of the Company or
one or more of its Subsidiaries.
	 
	 	(h)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time, or any successor act thereto.
	 
	 	(i)	 	“Good Reason” means, without a Participant’s consent, the occurrence of
any of the following events which is not cured by the Company within ten (10)
business days following the Participant’s written notice to the Company of the event
constituting Good Reason; provided, however, that, if such written
notice is not received by the Company within the thirty (30) day period after the
date on which the Participant first had knowledge of the occurrence of such event
giving rise to Good Reason (or, in the case of multiple events, the latest to occur
of such events), any such written notice shall not be effective and the Participant
shall be deemed to have waived his/her right to terminate employment for Good Reason
with respect to such event:






	 	(i)	 	Demotion, reduction in title, reduction in position or
responsibilities, or change in reporting responsibilities or reporting level
that is materially and adversely inconsistent with the Participant’s then
position or the assignment of duties and/or responsibilities materially and
adversely inconsistent with such position; or
	 
	 	(ii)	 	Relocation of the Participant’s primary office location more
than fifty (50) miles from the Participant’s then current office location; or
	 
	 	(iii)	 	Reduction of greater than 10% in the Participant’s then base
salary or reduction of greater than 10% in the Participant’s then long term or
short term incentive compensation opportunity or a reduction in the
Participant’s eligibility for participation in the Company’s benefit plans
that is not commensurate with a similar reduction among similarly situated
employees.






	 	(j)	 	“Incumbent Directors” means the individuals who, as of the date hereof,
are Directors of the Company and any individual becoming a Director subsequent to
the date hereof whose election, nomination for election by the Company’s
stockholders, or appointment was approved by a vote of at least two-thirds of the
then Incumbent Directors (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for director
without objection to such nomination); provided, however, that an
individual shall not be an Incumbent Director if such individual’s election or
appointment to the Board occurs as a result of an actual or threatened election
contest (as described in Rule 14a-12(c) of the Exchange Act) with respect to the
election or removal of Directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board.




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	 	(k)	 	“Person” shall have the meaning ascribed to such term in Section 3(a)(9)
of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
“group” as defined in Section 13(d) thereof.
	 
	 	(l)	 	“POR” means the Second Amended Joint Plan of Reorganization of Kaiser
Aluminum Corporation, Kaiser Aluminum & Chemical Corporation and Certain of Their
Debtor Affiliates, as modified, filed pursuant to Section 1121(a) of Title 11 of the
United States Code and confirmed by an order of the United States Bankruptcy Court
for the District of Delaware entered on February 6, 2006, which confirmation was
affirmed by an order of the United States District Court for the District of
Delaware entered on May 11, 2006.
	 
	 	(m)	 	“Voting Stock” means securities entitled to vote generally in the
election of directors (or similar governing bodies).






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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed effective as
of the Date of Grant.



	 	 	 	 	 
	 	 	Kaiser Aluminum Corporation

 	 
	 	By:  	 	 
	 
	 	 	Name:  	 	 
	 
	 	 	Title:  	 	 
	 


The foregoing Agreement is hereby accepted and the terms and conditions thereof are hereby agreed
to by the Participant.




	 	 	 	 	 

	 
	 

	 	 

Participant
	 	 
	 
	 	 	 	 
	 

	 	Participant’s name and address:	 	 
	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 





DESIGNATION OF BENEFICIARY:



I hereby designate _______________________as my primary beneficiary, and ____________________as my
contingent beneficiary, hereunder in the event of my death.









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STOCK POWER




     For value received, the undersigned does hereby sell, assign and transfer unto Kaiser Aluminum
Corporation (the “Company”) that number of shares of the Company’s common stock awarded to the
undersigned pursuant to the Restricted Stock Award Agreement with a
Date of Grant of ___________
(the “Agreement”) that is the subject of forfeiture under the terms of the Kaiser Aluminum
Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the “Plan”) or that is
transferred to the Company in satisfaction of the withholding obligations of the undersigned as
provided in the Plan and the Agreement, and the undersigned does hereby irrevocably constitute and
appoint the Secretary or Treasurer of the Company to transfer said stock on the books of the
Company, with full power of substitution in the premises.



	 	 	 	 	 	 	 

	Date:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Participant