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This excerpt taken from the AKS 8-K filed Oct 22, 2008. Participation. Nothing
in this Plan shall be construed to give any person any right to be granted any
Award other than at the sole discretion of the Committee or as giving any person
any rights whatsoever with respect to Shares except as specifically provided in
the Plan. No Participant shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected to
receive a future Award.
Article
10. Change of Control.
Upon
the occurrence of a Change of Control, unless otherwise specifically prohibited
by the terms of this Article 10:
(a) any
and all outstanding Options previously granted hereunder, if not then
exercisable, shall become immediately exercisable, any restrictions on the
transfer of Shares of Restricted Stock shall lapse and expire effective as of
the date of the Change of Control; and the
settlement date with respect to any outstanding Restricted Stock Units shall be
the effective date of the Section 409A Change of Control (as defined in the
Restricted Stock Unit Award Agreement);
(b) subject
to Article 11 herein, the Committee shall have the authority to make any
modifications to any Option Award, Performance Share Award, Restricted Stock Award, and Restricted Stock Unit Award determined
by the Committee to be appropriate before the effective date of the Change of
Control;
(c) except
as otherwise provided in the Performance Share Award Agreement, any
unearned Performance Share Award shall be deemed earned at the target
amount assigned to each such Award, and a prorated payment based on
the number of full months of the Performance Period with respect to each such
Award that have elapsed as of the effective date of the Change of Control shall
be made as soon as administratively feasible following the effective date of the
Change of Control; and
(d) if
the Shares are no longer traded over a national public securities exchange
following a Change of Control:
(i) Participants
holding Options shall have the right to require the Company to make a cash
payment to them in exchange for their Options. Such cash payment
shall be contingent upon the Participant’s surrendering the
Option. The amount of the cash payment shall be determined by adding
the total positive “spread” on all outstanding Options. For this
purpose, the total “spread” shall equal the difference between: (1) the higher
of (i) the highest price per Share paid or offered in any transaction related to
a Change of Control of the Company; or (ii) the highest Fair Market Value per
Share at any time during the ninety (90) calendar day period preceding a Change
of Control; and (2) the Option Price applicable to each Share held under Option;
and
(ii) Participants
holding Shares of Restricted Stock, Restricted
Stock Units and/or Shares received pursuant to (c) above with respect to
Performance Share Awards shall have the right to require the Company to make a
cash payment to them in exchange for such Shares
or Restricted Stock Units. Such cash payment shall be
contingent upon the Participant’s surrendering the Shares or Restricted Stock Units. The amount
of the cash payment shall be not less than the higher of (1) the highest price
per Share paid or offered in any transaction related to a Change of Control of
the Company; or (2) the highest Fair Market Value per Share at any time during
the ninety (90) calendar day period preceding a Change of
Control. Article
11. Amendment, Modification, and Termination.
This excerpt taken from the AKS 10-K filed Mar 2, 2006. 2. Participation. Executive officers of the Company who are selected by the Committee, and other management employees of the Company or its subsidiaries and affiliates who are selected by the Executive Management Committee ( the “EMC”), shall participate in the Plan (the “Plan Members”). The EMC shall consist of the Company’s Chief Executive Officer, President, Vice President—Human Resources, and such other individuals as may be designated from time to time by the Chief Executive Officer. Notwithstanding the foregoing, any covered employee, as defined in Section 162(m)(3) of the Code (“Covered Employee”), who is selected to participate in the Plan by the Committee shall be so designated in writing within the time period prescribed by Section 162(m) of the Code and related regulations. This excerpt taken from the AKS DEF 14A filed Apr 22, 2005. 2. Participation.
Executive officers of the Company who are selected by the Committee, and other management employees of the Company or its subsidiaries and affiliates who are selected by the Executive Management Committee ( the “EMC”), shall participate in the Plan (the “Plan Members”). The EMC shall consist of the Company’s Chief Executive Officer, President, Vice President—Human Resources, and such other individuals as may be designated from time to time by the Chief Executive Officer. Notwithstanding the foregoing, any covered employee, as defined in Section 162(m)(3) of the Code (“Covered Employee”), who is selected to participate in the Plan by the Committee shall be so designated in writing within the time period prescribed by Section 162(m) of the Code and related regulations.
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