EX-10.6 7 dex106.htm SUMMARY DESCRIPTION OF EQUITY CHOICE PROGRAM Summary Description of Equity Choice Program
2004 Alcoa Stock Incentive Plan
Equity Choice Program
(Performance Equity Award Participants)
Exhibit 10.6
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Contents
Introduction & Overview
What
is
Equity
Choice?
....................................................................3
How
Equity
Choice
Works.
………………………………… ………….3
Election Alternatives
Election
Alternatives
for
Performance-Based
Awards…….…………4
Election
Alternatives
for
Time-Vested
Awards…………….………….4
Exchange
Ratio………………………………… …………….………….4
Examples
………………………………… ………………………….…..5
Performance-Based Award and Time-Vested Award
The Equity Choice Process
Step
1:
Reviewing
Your
Election
Alternatives
...................................6
Stock Incentives Website
Factors to Consider When Making Your Decision
Step
2:
Making
Your
Equity
Choice
Elections……………………..…7
The Election Period
Making Your Elections on the Stock Incentives Website
Applicability of Elections
Sample Website View of Election Alternatives
Step
3:
Determining
Actual
and
Final
Grants……………….……..…8
Frequently
Asked
Questions……………………………… …….……….…9
Glossary………………………………… …………………………………….10
This booklet describes features of the 2004 Alcoa Stock Incentive
Plan (Plan).  The Plan document,  award certificates, and terms and
conditions of each award control the Plan’s operation.  If there are
any differences between this booklet and the official Plan document
and terms and conditions of each award, the Plan document and
terms
and
conditions
of
each
award
will
control.
Alcoa
reserves
the
right to change or terminate the Plan or the terms of existing stock
incentive awards at any time for any reason.  Participation in the Plan
does not give anyone the right to continued employment with Alcoa.
You are encouraged to read the prospectus and consult a personal
tax advisor or financial planner about individual stock incentive award
strategies and tax planning issues.
This document constitutes part of a prospectus covering securities
that have been registered under the Securities Act of 1933.
As of November, 2005

Introduction and Overview
What is Equity Choice?
Alcoa’s
2004
Stock
Incentive
Plan
(Plan)
is
designed
to
provide
senior
leaders
with
financial
rewards
based
on both individual and company performance. The Equity Choice program enhances the value of the Plan’s
long-term
stock-based
incentives
by
providing
greater
individual
flexibility
-
as
requested
by
senior
leaders
-
and
makes
Alcoa’s
long-term
incentive
compensation
more
competitive
in
the
global
marketplace. 
Equity
Choice
allows
you
to
choose
between
different
combinations
of
equity
vehicles
for
your
annual
grants under the Plan to better suit your personal needs. Prior to the end of each year, you will make an
election
that
will
apply
to
the
annual
grant
issued
early
in
the
following
year.
This
annual
process
gives
you
more
control
over
how
you
receive
your
stock-based
incentive
compensation
and
greater
ability
to
tailor
the
rewards
to
your
own
personal
preferences.
(Note
that
the
ability
to
make
an
election
does
not
guarantee
that
you will receive an actual grant.)
How
Equity Choice
Works
As an eligible performance equity award participant, your baseline grant (as planned each year by your
manager) is comprised of two components:
Performance-Based Award:
This component of the grant is made up of performance share awards
(PSAs)
which represent a commitment by the Company to issue, on the third anniversary date of the date
of the grant of the award, from 0 to 200% of the number of shares of Alcoa common stock indicated on
your
award
certificate
relating
to
the
grant
based
on
Alcoa’s
return
on
capital
(“ROC”)
relative
to
the
median
return
on
capital
of
the
Company’s
selected
external
comparator
group
during
the
performance
period
(the
first
year
of
the
three-year
vesting
period).
The
final
number
of
PSAs
earned
can
change
based on Alcoa’s corporate performance. 
Time-Vested
Award:
This
component
of
the
grant
is
made
up
of
stock
options,
which
gives
you
the
right
to
purchase
shares
of
Alcoa
common
stock
in
the
future
(once
the
options
vest
and
prior
to
their
expiration
date)
at
a
preset
price.
Stock
options
are
not
performance
based,
which
means
they
are
not
subject
to
any adjustment based on corporate performance once they are granted.  Therefore, the number of stock
options you are granted will not change.
Equity Choice:
Enhances the value of the long-term stock-based incentive plan
Increases flexibility within the plan
Responds to input from senior leaders
The
foundation
of
Equity
Choice
is
the
opportunity
to
elect
a
different
“mix”
of
equity
vehicles
than
what
is
provided
in
your
baseline
grant.
In
addition
to
PSAs
and
stock
options,
you
will
also
be
able
to
receive:
Performance-Based Award:
Performance Stock Options
-
A PSO represents the right to purchase
shares of stock in the future at a preset price once vested, provided that Alcoa achieves certain financial
performance levels (based on the same measure used for PSAs). A PSO vests 14 months after the grant
date
as
to
one-third
of
the
options
granted,
two
years
after
the
grant
date
as
to
one-third
of
the
options
granted,
and
three
years
from
the
grant
date
as
to
one-third
of
the
options
granted
(unless
the
Committee
specifies a different vesting period).  If you elect to receive PSOs, you will have the opportunity to earn
from
0%
to
200%
of
the
number
of
options
indicated
on
your
award
certificate,
except
as
indicated
in
the
next sentence. If performance results in a payout in excess of 100%, the additional payout will be made in
the form of a stock award grant instead of stock options, based on an exchange ratio of one stock award
for every four additional PSOs earned.  Such stock award would vest, in whole, on the third anniversary of
the grant date of the PSOs to which it relates.  If performance results in a payout below 100%, the number
of
PSOs
below
the
earned
payout
percentage
will
be
automatically
cancelled.
Time-Vested Award:
Stock Awards
-
A commitment by the company to issue shares of Alcoa stock,
upon vesting (the third anniversary date of the date of grant).

Election Alternatives
Election Alternatives for Performance-Based
Awards
You have the following three choices:
You decide
what is best for you.
Choice
1:
Exchange
100%
of
the
PSAs
in
your
baseline grant for performance stock options
(PSOs) which are described further below.
Choice
2:
Exchange
50%
of
the
PSAs
in
your
baseline grant for PSOs.
Choice
3A
(default) :
No
change.
Baseline
grant
allocation.
If you elect to exchange PSAs for PSOs, the
exchange ratio will be one PSA to four PSOs. 
PSOs are subject to the same performance
criteria as PSAs and the final number of PSOs
earned will be adjusted after the end of the
performance period (the first year of the entire
three-year vesting period).
Election Alternatives
You will need to make separate elections for the two components of your baseline grant: one election for
your
performance-based
award
and
one
for
your
time-vested
award.
For
each
election,
you
have
three
alternatives from which to choose, offering a range of combinations and potential values.
Election Alternatives for Time-Vested Awards
You have the following three choices:
Choice
3B
(default) :
No
change.
Baseline
grant
allocation.
Choice
4:
Exchange
50%
of
the
stock
options
in
your baseline grant for stock awards which are
described further below. 
Choice 5:
Exchange 100% of the stock options
in your baseline grant for stock awards.
If you elect to exchange stock options for stock
awards, the exchange ratio will be four stock
options to one stock award.  Stock awards
received in exchange for stock options are not
subject to performance criteria and will not be
adjusted once granted.
Exchange Ratio
The exchange ratio of 4 stock options/PSOs to 1
stock
award/PSA
takes
into
consideration:
Black-Scholes option valuation methodology
Binomial option valuation methodology
Comparisons to exchange ratios used by other
companies implementing similar programs
Employee responses from the Equity
Compensation
Survey

Election Alternatives
EXAMPLES
The
following
examples
illustrate
how
the
exchange
ratio
is
used
to
determine
the
number
of
awards
granted under each election alternative, using a hypothetical baseline grant of 4,250 performance shares
(Choice #3A) and 19,000 stock options (Choice #3B). Remember that the exchange ratio is four stock
options/PSOs to one stock award/PSA.
Performance-Based Award
Time-Vested
Award
If you select
…
Then you are transferring from the
Baseline Grant (Choice #3A ) . . .
Exchange Computation
Performance
Stock Options
Performance
Shares
-
4,250
4,250 x 4 = 17,000
17,000
(4,250)
17,000
-
4,250 x 50% = 2,125
-
4,250
2,125 x 4 = 8,500
8,500
(2,125)
8,500
2,125
Baseline Grant allocation
-
4,250
No Change
-
-
-
4,250
If you select
…
Then you are transferring from the
Baseline Grant (Choice #3B ) . . .
Exchange Computation
Stock Options
Stock
Awards
Baseline Grant allocation
19,000
-
No Change
-
-
19,000
-
19,000 x 50% = 9,500
19,000
-
9,500 / 4 = 2,375
(9,500)
2,375
9,500
2,375
19,000
-
19,000 / 4 = 4,750
(19,000)
4,750
-
4,750
* Approximate allocation of expected value of total equity incentive award
60% stock options*
50% of stock options to stock
awards
100% of stock options to stock
awards
Choice #3B
(default)
Choice #4
Choice #5
Choice #1
Choice #2
Choice #3A
(default)
100% of performance shares to
performance stock options
50% of performance shares to
performance stock options
40% performance shares*

The Equity Choice Process
The Equity Choice process involves three steps:  participants review their election alternatives,
participants make their elections, and the actual and final grants are determined and communicated. 
Below are the details of each step.
Step 1: Reviewing Your Election Alternatives
To help you make your Equity Choice elections, Alcoa provides information, tools and training materials. 
Before you make your elections it is important to be fully informed about the program and to consider key
factors related to your personal situation and financial goals.
Stock Incentives Website
The
Stock
Incentives
website
at
www.alcoastockincentives.com
is
your main resource for important information, a modeling tool and
training materials that will help in your decision making.
The
Library Section
provides the following materials:
Brochures
describing the benefits and provisions of Stock Options,
Stock Awards, Performance Share Awards and Equity Choice
WebEx
training
presentations
on
Equity
Choice
The
Equity Choice Section
provides specific program information,
personalized information, and modeling tools:
Background:
detailed
descriptions
and
examples
for
each
Equity
Choice
election
alternative.
Modeling:
Tool
that
allows
you
to
compare
the
possible
future
economic value of the election alternatives based on your
assumptions for:
–
Stock price at actual grant date;
–
Stock price on the date you sell your stock; and
–
Currency exchange rate on the date you sell your stock.
For each election alternative, you can model up to three scenarios
and display the results in tabular and graphical formats.
Your own risk tolerance;
Your entire financial picture and
how long-term stock-based
incentives fit into it;
The tax implications of stock
options, PSOs, stock awards
and PSAs;
The vesting and other
provisions of stock options,
PSOs, stock awards and PSAs;
The applicability of dividends
and dividend equivalents; and
The upside and downside
potential for stock options,
PSOs, stock awards and PSAs
under different scenarios
Factors to Consider When Making
Your Decision
Once you understand your election
alternatives, consider personal factors
that could affect your decision such as:

The Equity Choice Process
You should consult a personal tax
advisor or financial planner with
respect to your personal
circumstances.
Step
2:
Making
Your
Equity
Choice
Elections
Making Your Elections on the Stock
Incentives Website
Follow these steps to make your elections online:
Election Alternatives          
Performance Based Grants
PSOs
PSAs
O
#1 - 100% PSA to PSO
17,000
   
O
#2 - 50% PSA to PSO
8,500
     
2,125
     
#3A -Baseline Grant (default)
4,250
     
Election Alternatives             
Time Vested Grants
Stock
Options
Stock
Awards
#3B -Baseline Grant (default)
19,000
   
O
#4 - 50% stock options to stock awards
9,500
     
2,375
     
O
#5 - 100% stock options to stock awards
4,750
     
Shown below is a sample of what you will see on the website
based on a hypothetical baseline grant of 4,250 performance
shares and 19,000 stock options.
Go to the Stock Incentives website at
www.alcoastockincentives.com
and click on
the Equity Choice section (from the menu in
the left column of the site).  The site provides
detailed instructions to help you through the
process.
Select the election alternatives you want by
clicking on the applicable radio button.  The
highlighted rows indicate your current
elections, or, if you haven’t yet made an
election, the default election.
Your election alternatives will be displayed
based on the midpoint within the regional
grant guidelines established for your specific
job grade and region (Note that  the midpoint
is not an indication of the award you may
receive; individual job performance and other
factors identified by your business or resource
unit determine your actual baseline grant.)
Save your election when finished. Your
election will be applied to your baseline grant
to determine your actual grant. Remember
that you can change your election at any time
up until the end of the election period.
If you do not make an election during the
election period, Choice #3A and #3B –
baseline grant allocation will apply.
The Election Period
Each year, you will be notified of the Equity Choice
election period which is held for approximately two
weeks near the end of the calendar year prior to the year
of grant.  You must make your election via the Stock
Incentives website and are free to change your elections
as many times as you like during the election period. 
Once the election period closes, your final elections
recorded in the Stock Incentives website is final and
irrevocable and cannot be changed for any reason.
If you do not make an election by the close of the
election period, the default allocation of the baseline
grant will apply.
Applicability of Elections
Your
Equity Choice
elections will apply to the
upcoming
year’s annual grants only. It does not
apply to any prior grants or any other future
grants including special quarterly grants, new hire
grants
or
future
years’
annual
grants
New elections must be made for
each future annual grant.
Sample Website View of Election Alternatives
In this sample, no election has been made and therefore the
default elections (Choices #3A and #3B) are highlighted. 
When you make your elections by clicking on the applicable
radio button, your choices will be highlighted.

The Equity Choice Process
Performance-Based Awards
The number of PSOs and/or PSAs you receive will
be adjusted based on Alcoa’s performance relative
to an external comparator group as set forth in the
terms and conditions of the award agreements.
Your
final
grant
can
be
between
0%
-
200%
of
your actual grant and will be determined upon
completion of the performance period.  For PSOs,
if performance results in a payout in excess of
100%, the additional payout will be made in the
form of a stock award grant instead of stock
options, based on an exchange ratio of one stock
award for every four additional PSOs earned. 
Such stock award would vest, in whole, on the
third anniversary of the grant date of the PSOs to
which they relate. If performance results in a
payout below 100%, the number of PSOs below
the earned payout percentage will be
automatically cancelled.
Final award certificates for the performance-based
component
of
your
grant
will
be
available
on
the
Stock Incentives website after the performance
period ends and final grants are determined.
The ability to make an election
does not guarantee that you
will receive an actual grant.
Step 3: Determining Actual and Final
Grants
The amount of your baseline grant and actual grant
will be communicated to you by your manager after
final approval by the Compensation and Benefits
Committee. Your actual grant is determined by
applying your Equity Choice elections to your
baseline grants (default baseline grant allocation
applies if no election is made).
Your actual grant will be posted on the Stock
Incentives website at www.alcoastockincentives.com
within five business days of the grant date.  The
website also allows you to print your award
certificates.

Frequently Asked Questions
Elections can be changed up until the close of
the election period.  After the election period
ends, you cannot change your election for any
reason.
What if I want to change my
election?
The default baseline grant allocation will apply
(Choice #3A and #3B).
What if I become eligible for the
Plan after the election period
closes?
The default baseline grant allocation will apply
(Choice #3A and #3B).
What if I do not make an Equity
Choice election during the election
period?
Contact the plan administrator via e-mail at
StockOptionAdmin.pit@alcoa.com
or
by
phone
800-352-8535 within the U.S. or
412-281-1234 outside the U.S.
Who do I contact with questions
about
the
Stock
Incentives
website
(including log-on ID and password
requests)?
Contact
the
Corporate
Compensation
group
via e-mail
at
ACCEquityChoice@alcoa.com
Who do I contact with questions
about my election
alternatives or
the Equity Choice
Program?
Contact the plan administrator via e-mail at
StockOptionAdmin.pit@alcoa.com
or
by
phone 877-281-2088 within the U.S. or 412-
281-2088 outside the U.S.
Who do I contact with questions
about the stock options, stock
award, performance stock options,
or performance share plan
provisions?

Glossary
Actual
Grant:
Number
of
performance
shares,
performance stock options, stock options and stock
awards granted based on your Baseline Grant and
Equity Choice election.
Annual
Grant:
An
award
given
by
the
Compensatio
n and Benefits Committee of the Board of Directors,
typically in January. Grant terms are set at the
Committee’s discretion.
Baseline
Grant:
Number
of
stock
options
and
performance shares allocated to you within the
Regional Grant Guidelines for your specific job
grade and region, prior to Equity Choice, based on
management’s recommendations.
Board
of
Directors:
Group
of
individuals
elected
at
an annual meeting by the shareholders of a
corporation. The Board of Directors has the authority
to elect officers, issue additional shares of stock,
and declare dividends, among other authorities.
Common
Stock:
A
type
of
public
ownership
in
a
corporation. Owners are usually entitled to vote on
the selection of the board of directors and other
important matters as well as receive common stock
dividends on their shareholdings if they are
declared.
Compensation and Benefits Committee:
Comprised solely of independent directors who have
not been Alcoa employees. The Committee
discharges
the
Board
of
Directors’
responsibilities
relating to the compensation of the company’s
officers, oversees the administration of the
company’s compensation and benefit plans
(particularly the incentive compensation and equity-
based plans of the company) and prepares the
annual report on executive compensation. In
addition, the Committee has oversight responsibility
for the investment policy of the company’s principal
pension and savings plans.
Election
Alternatives:
Different
mixes
of
stock
options, stock awards, performance stock options,
and/or performance shares from which to choose as
part of the Equity Choice Program.
Election Period:
Time period in which Equity
Choice elections can be made.
Equity
Choice:
Program
that
allows
participants
to
choose between different combinations of equity
vehicles
for
their
annual
grants
under
the
2004
Alcoa
Stock
Incentive
Plan
to
better
suit
their
person
al needs.
Final
Grant:
Adjusted
number
of
performance
shares
or
performance
stock
options
granted
that
are determined upon completion of the performance
period.  Final Grants can be between 0% -
200% of
your Actual Grant.
Grant:
An
award
of
stock
options
or
other
stock-based incentives.
Grant
Date:
The
date
on
which
an
option
or
other
award
is
granted.
Performance
Share
Award
(PSA):
A
contractual
promise
to
issue
shares
of
Alcoa
common
stock,
upon
vesting,
provided
that
the
corporation
achieves
certain
financial
performance
levels.
The
same
performance
metric
applies
to
both
performance
shares and performance stock options.
Performance
Stock
Option
(PSO):
The
right
to
purchase shares of stock in the future at a preset
price, upon vesting, provided that the corporation
achieves certain financial performance levels.  The
same
performance
metric
applies
to
both
performance
shares
and
performance
stock
options.
Plan:
2004 Alcoa Stock Incentive Plan
Regional
Grant
Guidelines:
Range
of
stock
options
and
performance
shares,
between
0%
and
200%
of
midpoint,
that
can
be
granted
as
part
of
the
Baseline
Grant
for
each
job
grade
and
region.
Stock
Award:
A
contractual
promise
to
issue
share
s of
Alcoa
stock,
upon
vesting.
Stock
Option:
The
right
to
purchase
shares
of
stock
in
the
future
at
a
preset
price,
upon
vesting.
Time-Vested
Grants:
Grants
of
stock
awards
or
stock options that are not subject to performance
criteria.
Vesting:
A
specified
length
of
time
you
must
hold
a
stock
option
or
performance
stock
option
before
it
can
be
exercised
or
length
of
time
before
you
can
receive
shares
from
a
stock
award
or
performance
share award.  Certain employment criteria must be
met during this period.