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Exhibit10.2 [tier I Grants] Restricted Stock Award Agreement

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Exhibit 10.2 [Tier I Grants] Restricted Stock Award Agreement
Under the Amended and Restated 2006
Equity and Performance Incentive Plan Kaiser Aluminum Corporation


Kaiser Aluminum Corporation
Amended and Restated 2006 Equity
and Performance Incentive Plan
Restricted Stock Award Agreement You have been selected to receive a grant of Restricted Stock pursuant to the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the " Plan" ) as specified below: Participant : __________________________________________ Date of Grant : ________________________________________ Number of Shares of Restricted Stock Granted : ______________ Purchase Price: $___ per share of Restricted Stock Lapse of Restrictions : Restrictions placed on the shares of Restricted Stock shall lapse on the dates and in the numbers listed below: Date on Which Number of Shares for Restrictions Lapse Which Restrictions Lapse _________________________________________________________ ___ shares THIS RESTRICTED STOCK AWARD AGREEMENT, effective as of the Date of Grant set forth above (this " Agreement" ), represents the grant of Restricted Stock by Kaiser Aluminum Corporation, a Delaware corporation (the " Company" ), to the Participant named above pursuant to the provisions of the Plan. The Plan provides a complete description of the terms and conditions governing the Restricted Stock granted hereunder. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan' s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan unless specifically set forth otherwise herein. 1. Employment with the Company . Except as may otherwise be provided in Sections 5 or 6 of this Agreement, shares of Restricted Stock granted hereunder are granted on the condition that the Participant remains an Employee of the Company from the Date of Grant set forth above through (and including) the " Date on Which Restrictions Lapse" set forth in the table above opposite such shares of Restricted Stock (such applicable periods each being referred to herein as a " Period of Restriction" ).

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This grant of Restricted Stock shall not confer any right to the Participant (or any other Participant) to be granted Restricted Stock or other Awards in the future under the Plan. 2. Certificate Legend . Each certificate representing, or book-entry account credited with, shares of Restricted Stock granted hereunder shall bear the following legend:" The sale or other transfer of the shares of common stock represented hereby, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and Performance Incentive Plan (the " Plan" ), and in the associated Restricted Stock Award Agreement. A copy of the Plan and such Restricted Stock Award Agreement may be obtained from Kaiser Aluminum Corporation." 3. Receipt and Delivery of Stock; Removal of Restrictions . (a) The Participant waives receipt from the Company of a certificate or certificates representing the shares of Restricted Stock granted hereunder registered in the Participant' s name and bearing a legend evidencing the restrictions imposed on such shares of Restricted Stock by this Agreement. The Participant acknowledges that the Company shall retain custody of such certificate or certificates until the restrictions imposed by this Agreement on the shares of Restricted Stock granted hereunder lapse. The Participant acknowledges that, alternatively, the shares of Restricted Stock granted hereunder may be credited to a book-entry account in the Participant' s name, with instructions from the Company to the Company' s transfer agent that such shares shall remain restricted until the restrictions imposed by this Agreement on such shares lapse. The Participant will provide the Company a duly signed stock power in such form as may be requested by the Company. (b) Except as may otherwise be provided herein and in the Plan, the shares of Restricted Stock granted hereunder shall become freely transferable by the Participant on the dates and in the numbers set forth under " Lapse of Restrictions" above, subject to all restrictions on transfers imposed by the Company' s certificate of incorporation, bylaws or insider trading policies as in effect from time to time or by applicable federal or state securities laws. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Participant shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable certificates or book-entry account. 4. Voting Rights and Dividends . During a Period of Restriction, the Participant may exercise full voting rights and shall receive all dividends and other distributions paid with respect to the shares of Restricted Stock granted hereunder and held by the Participant at the relevant time; provided , however , that if any such dividends or distributions are paid in shares of the Company' s capital stock, such shares shall be subject to the same restrictions on transferability as are the shares of Restricted Stock with respect to which they were paid. In the event the Participant ceases to be an Employee of the Company for any reason other than the reasons set forth in Section 5(a), 5(b), 5(c) or 5(d) of this Agreement during the Restriction Period, the Company shall have the right to demand that all or any portion of all dividends or distributions received in respect of the Restricted Stock granted hereunder be repaid to the Company and the Company may, to the extent permitted by law, set off the amounts payable to it against any amounts that may be owing from time to time by the Company or any Subsidiary to the Participant, whether as wages or vacation pay or in the form of any other benefit or for any other reason; provided , however , that, except to the extent permitted by Treasury Regulation Section 1.409A-3(j)(4), such offset shall not apply to amounts that are " deferred compensation" within the meaning of Section 409A of the Code.

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5. Termination of Employment . (a) By Death . In the event the Participant ceases to be an Employee of the Company by reason of death during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of death shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company' s certificate of incorporation or bylaws or by applicable federal or state securities laws) by such Person or Persons that have been named as the Participant' s beneficiary as contemplated by Section 9 of this Agreement or by such Person or Persons that have acquired the Participant' s rights to such shares of Restricted Stock by will or the laws of descent and distribution. Once the shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person or Persons holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable certificates or book-entry account. (b) By Disability . In the event the Participant ceases to be an Employee of the Company by reason of Disability (as defined in this Section 5(b)) during a Period of Restriction, all shares of Restricted Stock granted hereunder and held by the Participant at the time of employment termination shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company' s certificate of incorporation or bylaws or by applicable federal or state securities laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account. " Disability" shall be defined as a total and permanent disability as a result of bodily injury, disease or mental disorder which results in the Participant' s entitlement to long-term disability benefits under the Kaiser Aluminum Self-Insured Welfare Plan or the Kaiser Aluminum Salaried Employees Retirement Plan. (c) Involuntary Termination Other Than For Cause or Detrimental Activity; Termination For Good Reason . In the event the Participant ceases to be an Employee of the Company because either (i) the Company or any of its Subsidiaries terminates such employment for any reason other than for Cause or other Detrimental Activity or (ii) the Participant terminates his or her employment for Good Reason, all shares of Restricted Stock granted hereunder and held by the Participant at the time of such employment termination shall no longer be subject to the Period of Restriction and shall become freely transferable (subject, however, to all restrictions on transfer imposed by the Company' s certificate of incorporation or bylaws or by applicable federal or state securities laws) by the Participant. Once shares of Restricted Stock granted hereunder are no longer subject to any restrictions on transfer under this Agreement or the Plan, the Person holding such shares shall be entitled to have the legend required by Section 2 of this Agreement removed from the applicable stock certificates or book-entry account.

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(d) Retirement . In the event the Participant ceases to be an Employee of the Company as a result of normal retirement at age 65, all of the shares of Restricted Stock granted hereunder held by the Participant at the time of retirement shall, subject to the forfeiture provisions contained in this Agreement, become freely transferable by the Participant on the dates and in the number of shares set forth under " Lapse of Restrictions" above as more fully described in Section 3(b) above. (e) For Other Reasons . In the event the Participant ceases to be an Employee of the Company for any reason other than the reasons set forth in Section 5(a), 5(b), 5(c) or 5(d) of this Agreement during a Period of Restriction, all shares of Restricted Stock granted he
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