8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 30, 2013

CARPENTER TECHNOLOGY CORPORATION

(Exact Name of Issuer as Specified in Charter)

Delaware	1-5828	23-0458500
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
P.O. Box 14662 Reading, Pennsylvania		19612-4662
(Address of Principal Executive Offices)		(Zip Code)

(610) 208-2000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2013 the Board of Directors of Carpenter Technology Corporation (the “Company”) amended the Stock-Based Incentive Compensation Plan for Officers and Key Employees, as amended and restated as of July 1, 2011, and further amended on January 17, 2012 (the “Plan”). The Plan is designed to attract and retain valued employees by offering them a greater stake in the Company’s success and to encourage ownership of the Company’s stock by such employees through long-term incentive and other awards.  Under the Plan, the Company is authorized to grant stock options, restricted stock units and restricted stock awards to officers and key employees of the Company and its subsidiaries.  On April 30, 2013, the Plan was amended to provide for (a) the election to receive payment of restricted stock units in either common stock of the Company or in cash, as provided for in the applicable award agreement, and (b) the election to defer receipt of cash payment with respect to restricted stock units.  In connection with the amendment to the Plan, the Company adopted a new form of Performance Stock Unit Award Agreement.

The foregoing is a summary of the material terms and conditions of the Plan, the amendment to the Plan and the form of Performance Stock Unit Award Agreement, and is not a complete discussion. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Plan, the amendment to the Plan and the form of Performance Stock Unit Award Agreement. The amendment to the Plan is set forth on Exhibit 10(A) hereto and incorporated herein by reference. The form of Performance Stock Unit Award Agreement is set forth on Exhibit 10(B) hereto and incorporated herein by reference. The Plan, as amended and restated as of July 1, 2011 was filed with the Commission as Exhibit 10(I) to the Company’s 2011 Annual Report of Form 10-K on August 24, 2011, and such exhibit is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibit Number	Exhibit
10(A)	Second Amendment to the Stock-Based Incentive Compensation Plan for Officers and Key Employees, as amended effective April 30, 2013, together with the First Amendment to the Stock-Based Incentive Compensation Plan for Officers and Key Employees, as amended January 17, 2012 (filed herewith).
10(B)	Form of Performance Stock Unit Award Agreement (pursuant to Carpenter’s Stock-Based Incentive Compensation Plan for Officers and Key Employees) (filed herewith).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Carpenter Technology Corporation
Date: May 2, 2013	By:	/s/ James D. Dee
		James D. Dee
		Vice President, General Counsel and Secretary

EX-10.(A)

Exhibit 10(A)

FIRST AMENDMENT TO THE

CARPENTER TECHNOLOGY CORPORATION

STOCK-BASED INCENTIVE COMPENSATION PLAN

FOR OFFICERS AND KEY EMPLOYEES

THIS FIRST AMENDMENT is made on this 17th day of January 2012, by Carpenter Technology Corporation, a corporation duly organized under the laws of the state of Delaware (the “Company”).

INTRODUCTION

The Company maintains the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees (the “Plan”) pursuant to an amended and restated document effective as of July 1, 2011, for the benefit of certain of the Company’s officers and key employees.  The Company now wishes to amend the Plan to reflect minor changes.

Therefore, in order to fulfill the immediately preceding purpose, the Company hereby amends Section 2.27 of the Plan, effective as of January 1, 2012, in its entirety to read as follows:

“2.27. “Retirement” means the Participant’s termination of employment with the Company with eligibility to receive a monthly retirement benefit payment in the following month under either the General Retirement Plan for Employees of Carpenter Technology Corporation (the “GRP) or the Supplemental Retirement Plan for Executives of Carpenter Technology Corporation (the “SERP”).  In the event that the Participant is neither eligible to participate in GRP or the SERP, “Retirement” shall mean the Participant’s termination of employment with the Company having attained the age and with the service that would have otherwise been credited under the GRP or the SERP if the Participant was eligible to participate in such plans, that would have qualified the Participant for a monthly retirement benefit payment in the following month under one or both such plans.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this First Amendment.

IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the day and year first above written.

CARPENTER TECHNOLOGY CORPORATION

By: /s/ John Rice

Title: Vice President-Human Resources

SECOND AMENDMENT TO THE

CARPENTER TECHNOLOGY CORPORATION

STOCK-BASED INCENTIVE COMPENSATION PLAN

FOR OFFICERS AND KEY EMPLOYEES

THIS SECOND AMENDMENT is made on this 30th day of April 2013, by Carpenter Technology Corporation, a corporation duly organized under the laws of the state of Delaware (the “Company”).

INTRODUCTION

The Company maintains the Carpenter Technology Corporation Stock-Based Incentive Compensation Plan for Officers and Key Employees (the “Plan”) pursuant to an amended and restated document effective as of July 1, 2011, as further amended on January 17, 2012, for the benefit of certain of the Company’s officers and key employees.  The Company now wishes to amend the Plan to allow for cash settlement of Restricted Stock Units granted under the Plan on and after the effective date of this amendment.

Therefore, in order to fulfill the immediately preceding purpose, the Company hereby amends the Plan, effective as of the date first above written, as follows:

1.By amending and restating Section 6.3(d) in its entirety to read as follows:

“(d)Form and Timing of Payment of Restricted Stock Units:  Payment of Restricted Stock Units shall be made as soon as practicable but not later than 30 days following the later of the close of the Performance Period or the close of the Restriction Period, as determined by the Committee and specified in the applicable Award Agreement.  Payment shall be made in the form specified in the Award Agreement, which may be either in:

(i)Common Stock that has an aggregate Fair Market Value equal to the Fair Market Value of the Restricted Stock Units at the close of the Performance Period or other applicable period determined at the Committee’s discretion and specified in the applicable Award Agreement; or

(ii)cash in an amount equal to the aggregate Fair Market Value of the Restricted Stock Units at the close of the Performance Period or other applicable period determined at the Committee’s discretion and specified in the applicable Award Agreement.

The provisions of Section 6.4 below shall apply to any Award that is subject to the application of Code Section 409A.”

2.By amending and restating Section 6.4(a) in its entirety to read as follows:

“(a)A Participant may elect to defer payment of Restricted Stock Units by making a valid, irrevocable election prior to: (i) in the case of Restricted Stock Units that qualify as “performance based compensation” (within the meaning of Code Section 409A), six months prior to the end of the applicable performance period, provided that such election is made before the amount of the compensation is readily ascertainable, or (ii) in the case of Restricted Stock Units that are not “performance based compensation” (within the meaning of Code Section 409A), 30 days following the grant of Restricted Stock Units, provided that the election is made at least 12 months in advance of the earliest date on which the Restricted Stock Units may otherwise vest (disregarding for this purpose any vesting that may occur as a result of death, Disability or Change of Control).”

3.By adding a new Subsection (f) to Section 6.4, to read as follows:

“(f)Restricted Stock Units deferred pursuant to this Section 6.4 shall continue to be credited in the number of shares subject to the Award that are being deferred and shall be paid in the same form as provided for in the applicable Award Agreement based on the Fair Market Value of the shares subject to the Award at the time of payment.”

Except as specifically amended hereby, the Plan shall remain in full force and effect prior to this Second Amendment.

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed on the day and year first above written.

CARPENTER TECHNOLOGY CORPORATION

By: /s/ John Rice

Title: Vice President-Human Resources

EX-10.(B)

Exhibit 10(B)

CARPENTER TECHNOLOGY CORPORATION

STOCK-BASED INCENTIVE COMPENSATION PLAN

FOR OFFICERS AND KEY EMPLOYEES

PERFORMANCE STOCK UNIT AWARD AGREEMENT

AGREEMENT, effective as of [DATE] (the “Award Date”) by and between CARPENTER TECHNOLOGY CORPORATION (the “Company”) and [________________] (the “Participant”). Capitalized terms that are not defined in this Agreement have the same meaning as defined in the CARPENTER TECHNOLOGY CORPORATION STOCK-BASED INCENTIVE COMPENSATION PLAN FOR OFFICERS AND KEY EMPLOYEES (the “Plan”), a copy of which is attached. The terms, conditions and provisions of the Plan are   applicable to this Award Agreement and are incorporated by reference.

1. Grant of Award. Participant has been granted an Award of Performance Stock Units under the Plan comprised of an aggregate of the number of Performance Stock Units set forth below (collectively, the “Units”).

2.  Performance Goal.  Performance Stock Units awarded hereunder shall become Earned Units based on the attainment of the Performance Goals during the Performance Period, both as  set forth on Schedule A, provided that the Participant remains continuously employed by the Company or its Subsidiaries throughout the Performance Period, except as otherwise provided in Section 5 hereof. Any Performance Stock Units that do not become Earned Units shall be forfeited.

3. Duration of Restriction Period.  Earned Units are subject to forfeiture if the Participant does not remain continuously employed by the Company or its Subsidiaries throughout the Restriction Period, except as provided in Section 5 hereof.  The Restriction Period with respect to the Earned Units will commence on the first day of the Performance Period and shall lapse [check applicable box]:

c One Year Performance-Based/Graded Vesting.                 , 20____  for 50% of the Earned Units and __________, 20____  for the remainder of the Earned Units.

c Three-Year Performance-Based/Cliff Vesting. The last day of the three-year Performance Period.

4. Conditions of Forfeiture. Subject to the provisions of Section 5 hereof, the Units are subject to forfeiture by Participant at any time during the applicable Restriction Period immediately upon termination of Participant’s employment with the Company or its Subsidiaries.  Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.

5. Lapse of Restrictions on Death, Disability or Retirement.

(a) During the Performance Period.  Notwithstanding any provision hereof to the contrary, in the event of termination of Participant’s employment prior to the end of the Performance Period by reason of (i) death, (ii) Disability or (iii) unless otherwise determined by the Committee, Retirement, the Units shall not be forfeited and the Participant shall be vested in not less than a pro rata portion of the Units that become Earned Units at the expiration of the Performance Period, based on the number of days during the applicable Restriction Period during which the Participant was employed.  Upon a Participant’s Retirement all unvested Earned Units shall be forfeited; provided however, that the Committee reserves the right to vest unvested Earned Units.

(b) Following the Performance Period.   Notwithstanding any provision hereof to the contrary, in the event of termination of Participant’s employment after the expiration of the Performance Period but prior to the end of the Restriction Period by reason of (i) death, or (ii) Disability, the Earned Units will not be forfeited and the Participant shall become vested with respect to the Earned Units on the same date as such death or Disability.  Unless otherwise determined by the Committee, in the event of a Participant’s Retirement after the expiration of the Performance Period but prior to the end of the Restriction Period, the Participant shall be vested in not less than a pro rata portion of the Earned Units subject to such Restriction Period based on the number of days during the applicable Restriction Period during which the Participant was employed.  Upon a Participant’s Retirement all unvested Earned Units shall be forfeited; provided however, that the Committee reserves the right to vest unvested Earned Units.

6. Time and Form of Payment. Payment of vested Earned Units shall be made as soon as practicable (but not later than 30 days) following the close of a Restriction Period or, if earlier, within 30 days following the earlier of the Participant’s death, Disability or Retirement that constitutes a “Separation from Service” within the meaning of Code Section 409A; provided that if such death, Disability or Retirement occurs during the Performance Period, payment of the vested Earned Units shall be made within ninety (90) days following the end of the Performance Period. Unless otherwise elected by a Participant in accordance with the immediately following sentence, payment shall be in the form of a number of shares of Common Stock equal to the number of Earned Units subject hereto.  A Participant may elect, in the form and manner specified by the Company and on or before the earlier of the last day of the fiscal year of the Company in which this Award is granted to the Participant and the date which is at least six (6) months prior to the expiration of the Performance Period, to receive payment in the form of cash in an amount equal to the Fair Market Value of a share of Common Stock as of the date of payment, multiplied by the number of Earned Units subject hereto.  In the event that a Participant makes a timely and valid election to receive payment in cash, that Participant may, on or before the date which is at least six (6) months prior to the expiration of the Performance Period, make an election to defer receipt of any cash payment with respect to the Earned Units in accordance with the provisions of Section 6.4 of the Plan.  Any such election will be made in the form and manner specified by the Company and consistent with the Plan.

Notwithstanding anything herein to the contrary, if the Participant’s Award is subject to the application of Code Section 409A and if the Participant is a “Specified Employee” within the meaning of Code Section 409A and the Treasury regulations and other guidance thereunder, the Participant may not receive payment with respect to any Earned Units earlier than 6 months following the Participant’s separation from service, except

that in the event of the Participant’s earlier death, such Earned Units shall be paid within 30 days after the Company receives notice of the Participant’s death.

7. Voting Rights. The Participant will not have the right to vote with respect to the Units prior to payment of Common Stock in satisfaction of the Earned Units.

8. Dividend Equivalencies. Upon the payment of dividends on Common Stock prior to payment of Common Stock in satisfaction of the Earned Units, the Company will, within 30 days following the date the dividend was paid to the holders of the Company’s Common Stock, pay to the Participant a dividend equivalent provided that the Participant was employed by the Company on the date the dividend was paid to holders of the Company’s Common Stock.

9. Change in Control. Upon the occurrence of a Change in Control, any remaining conditions on forfeiture with respect to the Units shall immediately lapse and the Performance Goals will be deemed satisfied at the target level of performance pursuant to Section 8 of the Plan.

10. Tax Withholding. Participant authorizes the Company to deduct, to the extent required by statute or regulation, from payments of any kind due to Participant or anyone claiming through Participant, the aggregate amount of any federal, state, local or other taxes required to be withheld in respect of any present or future Award under the Plan.

11. Non-competition Covenant. This Section 11 shall be and become effective upon the Participant’s termination of Company employment or otherwise at the Committee’s (as defined in the Plan) discretion.

A. Participant’s Promises. Participant shall not for a period of eighteen (18) months after termination of Company employment, either himself or together with other persons, directly or indirectly, (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of or become the employee, consultant or independent contractor of any business engaged in the research, development, manufacture, sale, marketing or distribution of stainless steel, titanium, specialty alloys, or metal fabricated parts or components similar to or competitive with those manufactured by the Company as of the date the Participant’s Company employment ends; (ii) offer services to any business that is or has been at any time during a period of three (3) years prior to the Participant’s termination of Company employment a customer, vendor or contractor of the Company; or (iii) solicit any employee of the Company to terminate his or her employment with the Company for purposes of hiring such employee or hire any person who is an employee of the Company.

B. Remedies. Participant acknowledges and agrees that in the event that Participant breaches any of the covenants in this Section 11, the Company will suffer immediate and irreparable harm and injury for which the Company will have no adequate remedy at law. Accordingly, in the event that Participant breaches any of the covenants in Section 11, the Company shall be absolutely entitled to obtain equitable relief, including without limitation temporary restraining orders, preliminary injunctions, permanent injunctions, and specific performance. The foregoing remedies and relief shall be cumulative and in addition to any other remedies available to the Company. In addition to the other remedies in this Section to which the Company may be entitled, the Company shall receive attorneys’ fees and any other expenses incident to its maintenance of any action to enforce its rights under this Agreement.

12. Severability. The covenants in this Agreement are severable, and if any covenant or portion thereof is held to be invalid or unenforceable for any reason, such covenant or portion thereof shall be modified to the extent necessary to cure such invalidity or unenforceability and all other covenants and provisions shall remain valid and enforceable.

13. Notices to Participant. Any notices or deliveries to Participant hereunder or under the Plan shall be directed to Participant at the address reflected for Participant on the Company’s payroll records or at such other address as Participant may designate in writing to the Company.

14. Binding Effect. Subject to the terms of the Plan, this Agreement shall be binding upon and inure to the benefit of the Company and its assigns, and Participant, his heirs and personal representatives.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) set forth below.

CARPENTER TECHNOLOGY CORPORATION
By:	Date:
William A. Wulfsohn
President and Chief Executive Officer
PARTICIPANT
	Date:
Number of Award Units:

[UP TO [MAX NUMBER] AS DETERMINED PURSUANT TO SCHEDULE A]

SCHEDULE A

PERFORMANCE GOALS AND PERFORMANCE PERIOD

Performance PeriodFiscal Year 20__

Performance GoalsThe number of Performance Stock Units that become Earned Units is determined based on the level of achievement during the Performance Period based on the following metric(s):

Metric		Earned Units
	Threshold (25%)	Target (50%)	Maximum (100%)