EXHIBIT 10.2
FIRST AMENDMENT TO
DEFERRED SHARE AGREEMENT
THIS FIRST AMENDMENT TO DEFERRED SHARE AGREEMENT (this "Amendment") made
as of the 27th day of July 2005 by and between Novelis Inc. (the "Company") and
Martha F. Brooks (the "Executive").
WHEREAS, Alcancorp, a wholly-owned subsidiary of Alcan Inc., and the
Executive entered into a Deferred Share Agreement, dated July 1, 2002 (the
"Agreement"), pursuant to which Alcancorp agreed to grant to the Executive
33,500 shares of Alcan Inc. common stock on the third anniversary of the
Executive's employment date in order to compensate the Executive for the loss of
accrued performance plan benefits and unvested restricted stock from the
Executive's previous employer;
WHEREAS, the Executive began employment with Alcancorp on August 1,
2002;
WHEREAS, in connection with the reorganization of Alcan Inc. in January
2005, the Agreement was assigned to the Company and the 33,500 shares of Alcan
Inc. common stock to be granted under the Agreement were converted to 66,477.40
shares of common stock in the Company.
WHEREAS, the Company and the Executive desire to amend the Agreement to
provide for a cash payment, in lieu of a grant of common stock, by the Company
to the Executive on the third anniversary of the Executive's employment, such
payment to be in an amount equal to the fair market value of the shares of
Company common stock to be granted, subject to applicable tax withholdings.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Section 1 of the Agreement shall be amended in its entirety to
read as follows:
"PAYMENT
The Company will pay to the Executive on or before August 15,
2005 an amount equal to the product of (a) the closing price on
the New York Stock Exchange of the Company's common stock on
August 1, 2005 and (b) 66,477.40 shares of common stock of the
Company (the "Cash Payment").
The Company may withhold from the Cash Payment such U.S.
federal, state, and local taxes as may be required to be
withheld pursuant to any applicable law or regulation."
2. Section 2 of the Agreement shall be amended in its entirety to
read as follows:
"ADMINISTRATION
The Cash Payment will trigger a taxable event and will be
included in the Executive's taxable income.
The Cash Payment will not be considered pensionable earnings for
purposes of the pension plan.
In the event of death of the Executive, prior to August 1, 2005,
the Cash Payment, less applicable taxes, will be delivered to
the Estate of the Executive."
3. Except as expressly amended by the terms of this Amendment, all
of the terms and conditions of the Agreement shall remain unchanged and
continue in full force and effect.
IN WITNESS WHEREOF, the Company and the Executive have duly executed
this Amendment as of the day and year first above written.
EXECUTIVE:
Signature: /s/ Martha F. Brooks
--------------------
Martha F. Brooks
COMPANY
NOVELIS INC.
By: /s/ Brian W. Sturgell
------------------------
Name: Brian W. Sturgell
Title: President and CEO
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