Alcoa 2009 Annual Report Download - page 154

(approved by shareholders in 1999) and the former Alcoa Long Term Stock Incentive Plan (last approved by
shareholders in 1992 and amendments thereto approved by shareholders in 1995). Table amounts are comprised of
the following:
• 59,111,096 stock options
• 6,360,522 performance options (5,605,008 granted at target)
• 5,870,340 restricted share units
• 1,354,338 performance share awards (159,750 granted at target)
2The 2009 ASIP authorizes, in addition to stock options, other types of stock-based awards in the form of stock
appreciation rights, restricted shares, restricted share units, performance awards and other awards. The shares that
remain available for issuance under the 2009 ASIP may be issued in connection with any one of these awards. Up
to 35 million shares may be issued under the plan. Any award other than an option or a stock appreciation right
shall count as 1.75 shares. Options and stock appreciation rights shall be counted as one share for each option or
stock appreciation right. In addition, the 2009 ASIP provides the following are available to grant under the 2009
ASIP: (i) shares that are issued under the 2009 ASIP, which are subsequently forfeited, cancelled or expire in
accordance with the terms of the award and (ii) shares that had previously been issued under prior plans that are
outstanding as of the date of the 2009 ASIP which are subsequently forfeited, cancelled or expire in accordance
with the terms of the award.
3In connection with its acquisitions of Alumax, Cordant Technologies Inc., Howmet and Reynolds, Alcoa assumed
stock options outstanding under these companies’ stock option plans. An aggregate of 660,760 shares of Alcoa
common stock are to be issued upon exercise of the outstanding options. The options have a weighted-average
exercise price of $32.79. No grants of stock options under these plans have been made since the year of Alcoa’s
acquisition of the particular company, nor will any such grants be made in the future.
4The Alcoa Fee Continuation Plan for Non-Employee Directors, adopted in 1990, provided fee continuation
payments for persons who met a minimum service requirement as a non-employee director. Each of the eligible
participants (ten at December 31, 2009) was entitled to receive such cash and stock payments for life upon
retirement from the Board based upon the cash retainer fee for directors and an annual stock grant under the
company’s former Stock Plan for Non-Employee Directors. In 1995, the Board froze future annual payments to
eligible directors at a maximum of $30,000 and 2,000 shares (or a lesser proportion based on service). In 2006, the
Plan was amended to provide that all payments would be made in cash rather than stock and cash, at the
equivalent value of the payments the eligible participants would have received in stock and cash. Prior to the 2006
Amendment, Alcoa’s practice had been to use treasury shares for the share payments. All current fees and other
compensation for directors are outlined under the caption “Director Compensation for 2009” of the Proxy
Statement.
The information required by Item 403 of Regulation S-K is contained under the captions “Alcoa Stock Ownership –
Stock Ownership of Certain Beneficial Owners” and “– Stock Ownership of Directors and Executive Officers” of the
Proxy Statement and is incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 404 of Regulation S-K is contained under the captions “Executive Compensation”
(excluding the information under the caption “Compensation Committee Report”), “Corporate Governance –
Transactions with Directors’ Companies” of the Proxy Statement and is incorporated by reference.
The information required by Item 407(a) of Regulation S-K regarding director independence is contained under the
captions “Item 1 – Election of Directors”, “Corporate Governance”, “Corporate Governance – Where to Find
Corporate Governance Information”, “Corporate Governance – Director Independence”, “Corporate Governance –
Committees of the Board” and “Corporate Governance – Transactions with Directors’ Companies” of the Proxy
Statement and is incorporated by reference.
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