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This excerpt taken from the AKS 8-K filed Oct 22, 2008. Awards to
Directors.
(a) Except
as otherwise determined by majority vote of the Board with respect to any
calendar year, fifty percent (50%) of each Director’s annual retainer fee for
services on the Board shall be paid in the form of Restricted Stock Awards or in the form of Restricted Stock Unit Awards,
as determined by the Board. Each Director may elect before the beginning
of each calendar year to have more than
fifty percent (50%) of his or her annual
retainer fee, and/or a portion of any other fees to be earned in such calendar
year for services on the Board, paid to him or her
by such means. The Awards shall be made at intervals during
the calendar year as the Company determines to be administratively feasible, but
not less frequently than quarterly, according to procedures established by the
Company and approved by the Board.
(b) Any Director’s election under (a) above with respect to
retainer fees earned in 2008 shall be deemed to apply to any Restricted Stock
Unit Awards made in 2008. Prior to December 31, 2008, each Director
may elect to convert all of his or her then outstanding Restricted Stock Awards
to Restricted Stock Unit Awards according to procedures established by the
Board. (c) The terms of any Restricted Stock Unit Award granted
under the Plan, including any Restricted Stock Awards converted into Restricted
Stock Unit Awards under (b) above, shall be set forth in Restricted Stock Unit
Award Agreements which shall contain provisions determined by the Board and not
inconsistent with the Plan, including any vesting and forfeiture conditions, and
the time and form of settlement of the applicable Restricted Stock Units. The
terms of Restricted Stock Unit Award Agreements need not be the same with
respect to each Director.
(d) The Board may at any time in its sole discretion
accelerate or waive all or any portion of vesting restrictions remaining in
respect of the Shares covered by an outstanding Restricted Stock Unit
Award. This authority may be exercised for any or all Directors;
provided that the acceleration or waiver in any particular case shall not bind
the Board in any other similar case, it being the intention of the Company to
grant the Board the broadest possible discretion to act or to refuse to act in
this regard. Any such action shall require the unanimous consent of
all Directors (excluding the Director for whose benefit the action is taken)
then in office.
(e) The holder of a Restricted Stock Unit Award shall not
have any rights of a shareholder of the Company with respect to such Award,
including the right to vote the shares. Except as otherwise provided
in a Restricted Stock Unit Award Agreement, prior to settlement or forfeiture,
any Restricted Stock Unit shall carry with it a right to dividend equivalents
under which the Participant shall be entitled to receive the value of all
dividends and other distributions (with respect to actual Shares) in the form of
additional Restricted Stock Units. Such additional Restricted Stock Units shall
be subject to the same restrictions as the Restricted Stock Unit Award to which
they relate.
(f) Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, Restricted Stock Units may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated.
(g) Settlement of Restricted Stock Units shall be made in
the form of Shares and distribution of such Shares shall occur or commence as
provided in the applicable Restricted Stock Unit Award Agreement; provided
however, such settlement and distribution may be deferred to a later date as
elected by the Director in accordance with procedures established by the Company
to ensure compliance with applicable law, including Section 409A of the
Code.
Article
8. Performance Shares
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