Alcoa 2010 Annual Report Download - page 159

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Alcoa’s Chief Executive Officer and Chief Financial Officer have evaluated the company’s disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of the end of the
period covered by this report, and they have concluded that these controls and procedures are effective.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management’s Report on Internal Control over Financial Reporting is included in Part II, Item 8 of this Form 10-K
beginning on page 71.
(c) Attestation Report of the Registered Public Accounting Firm
The effectiveness of Alcoa’s internal control over financial reporting as of December 31, 2010 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is
included in Part II, Item 8 of this Form 10-K on page 73.
(d) Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting during the fourth quarter of 2010, that have
materially affected, or are reasonably likely to materially affect, the company’s internal control over financial
reporting.
Item 9A(T). Controls and Procedures.
Not Applicable.
Item 9B. Other Information.
The 2009 Alcoa Stock Incentive Plan, adopted May 8, 2009, was amended and restated on February 15, 2011 to
eliminate the immediate vesting of Alcoa stock awards upon a change in control if a replacement award from the
acquiring company is provided. The replacement award will vest immediately if within a two-year period following a
change in control, a plan participant is terminated without cause or leaves for good reason. Performance based stock
awards will be converted to time-vested stock awards upon a change in control under the following terms: (i) if 50% or
more of the performance period has been completed as of the date on which the change in control has occurred, then
the number of shares or the value of the award will be based on actual performance completed as of the date of the
change in control; (ii) if less than 50% of the performance period has been completed as of the date on which the
change in control has occurred, then the number of shares or the value of the award will be based on the target number
or value. The foregoing summary of the amendment is qualified in its entirety by reference to the full text of the
Amended and Restated 2009 Alcoa Stock Incentive Plan attached hereto as Exhibit 10(z)(1) and incorporated herein by
reference.
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