EXHIBIT NO. 99.1: ALCAN INC. STOCK PRICE APPRECIATION UNIT PLAN
ALCAN INC STOCK PRICE APPRECIATION UNIT PLAN
THE PLAN
1. PURPOSE
The purposes of the Plan are to provide a means for encouraging key employees to
obtain an increased proprietary interest in the enterprise and an additional
incentive to further its growth and development and to assist the Company in
retaining and attracting executives with experience and ability.
The Plan provides for the granting to key employees of the Company and its
Subsidiaries of Stock Price Appreciation Unit ("SPAU") on terms and subject to
the conditions set forth in this Plan. The Committee which administers the Plan
may determine in its sole discretion which employees of the Company and its
Subsidiaries are eligible to be granted SPAUs.
2. DEFINITIONS
"Alcan Group" means the Company together with its consolidated subsidiaries and
other companies in which the Company owns, directly or indirectly, less than 50%
of the voting stock but has significant influence over management;
"Board of Directors" means the Board of Directors of the Company;
"Committee" means those members of the Personnel Committee of the Board of
Directors who are not employees of the Company or of any Subsidiary;
"Common Share" or "Share" means a Common Share of the Company;
"Company" means Alcan Inc;
"Director" means a Director of the Company;
"Effective Date" means the date on which a SPAU is granted or any subsequent
date so designated by the Committee at the time the SPAU is granted;
"Executive" means a person who has been or is to be granted a SPAU;
"Majority Acquisition" means the acquisition by any person through an
unsolicited take-over bid of more than 50% of the voting shares of the Company;
"Majority Election" means any election of Directors at which any person who has
made an unsolicited take-over bid succeeds (together with others) in obtaining
the election of a majority of the members of the Board of Directors of his
choice;
"Market Value" means the average of the high and low prices of Shares on The
Toronto Stock Exchange on the relevant day, or if two or more sales of Shares
shall not have been reported for that day, on the next preceding day for which
there have been two or more reported sales;
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"Plan" means the Alcan Inc Stock Price Appreciation Unit Plan adopted by the
Company on 27 of September 2001, as amended from time to time;
"Retirement" means (unless otherwise determined by the Committee):
(i) retirement in accordance with the provisions of those employee
benefit plans of the Company or any Subsidiary covering the
Executive, or
(ii) if the Executive is not covered by any such plan, as determined by
the Committee, or
(iii) the placing of a terminated Executive on the Company's non-active
payroll in order to permit such Executive to attain early retirement
age.
"SPAU" means a right to receive from the Company cash in an amount equal to the
excess of the Market Value of a Share on the date of exercise of a SPAU over the
Market Value of a Share as of the date of the grant of such SPAU;
"SPAU Period" has the meaning set out in paragraph 7 below;
"Subsidiary" means any company in which the Company owns, directly or
indirectly, more than 50% of the voting stock;
"Waiting Period" means a period of at least three months commencing on the
Effective Date and such additional period, if any, as may be established by the
Committee at the time of the grant of the SPAU, such additional period to be
subject to such terms and conditions, including conditions for the earlier
termination of such additional period, as the Committee may determine.
3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall have full
and complete authority to interpret the Plan and to prescribe such rules and
regulations and make such other determinations as it deems necessary or
desirable for the administration of the Plan.
The Committee shall determine the grant of SPAU as set out in paragraph 5 below.
4. ELIGIBILITY
In order to be eligible for the grant of SPAUs by the Committee as provided
herein, a person must be an employee of the Company or one of its Subsidiaries.
No member of the Committee shall be eligible to participate in the Plan nor
shall have been eligible so to participate within the one-year period
immediately prior to membership on the Committee.
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5. GRANT OF SPAUS
The Committee shall from time to time designate the Executives as well as the
number of SPAUs to be covered by each grant and shall fix the Effective Date of
the SPAU. Any Executive may hold more than one SPAU.
6. EXERCISE OF A SPAU
A SPAU may be exercised in the manner prescribed by the Committee in whole at
any time or in part from time to time during the SPAU Period or in such amounts
and at such times during the SPAU Period as the Committee may determine.
7. SPAU PERIOD
Each SPAU shall be exercisable by the Executive during a period ("SPAU Period")
established by the Committee at the time the SPAU is granted which shall
commence after the Waiting Period and shall terminate not later than ten years
after the Effective Date, except that:
7.1 in the case of certain Executives who are, or may be deemed to be,
insiders of the Company in accordance with any applicable law, the Waiting
Period shall not be shorter than the period prescribed by such law;
7.2 subject to the SPAU Period stated above, the SPAU Period shall terminate
not later than five years after the earlier of:
(a) the death of the Executive, and
(b) the Retirement of the Executive; and
7.3 the SPAU Period shall (unless otherwise determined by the Committee)
terminate immediately upon the resignation of the Executive or other
termination (except if paragraph 7.2 applies) of employment of the
Executive by the Company.
In the case of death, the Executive's estate shall have the right to exercise
the SPAUs at any time with respect to all or from time to time with respect to
any portion of the SPAUs which the Executive had not previously exercised.
All rights under a SPAU unexercised in whole or in part at the termination of
the SPAU Period shall be forfeited.
8. NON-ASSIGNABLE
No SPAU or any interest therein shall be assignable by the Executive otherwise
than by will or the laws of descent and distribution. During the life of the
Executive, a SPAU shall be exercisable only by the Executive or the Executive's
legal representative.
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9. EFFECTS OF CERTAIN TRANSACTIONS
In the event of any change in the outstanding Shares by reason of any stock
dividend, stock split, recapitalization, merger, consolidation, combination or
exchange of Shares or other similar corporate change, an equitable adjustment
shall be made in the formula for determining cash payable upon the exercise of
SPAUs. Such adjustment shall be made by the Committee and shall be conclusive
and binding for all purposes of the Plan.
10. AMENDMENT AND TERMINATION
The Board of Directors may at any time and from time to time amend, suspend or
terminate the Plan in whole or in part. No such amendment, suspension or
termination may, without the consent of the Executive to whom SPAUs shall
theretofore have been granted, adversely affect the rights of such Executive.
11. CHANGE OF CONTROL
Upon the occurrence of a Majority Acquisition or a Majority Election, all SPAUs
shall become immediately exercisable and all Waiting Periods shall be waived,
provided that Executives who are, or may be deemed to be, insiders of the
Company in accordance with any applicable law shall be subject to such law.
12. INSIDERS
Notwithstanding anything contained herein, if an Executive is, or becomes an
insider of the Company for the purposes of any applicable law, the exercise of a
SPAU is deemed, for the purposes of this Agreement and all aspects of the
Executive's relationship with the Company, to be a disposal of a Share as if
subject to trading restrictions under such law and corresponding Company's
policies.
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