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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) October 20, 2006
NOVELIS INC.
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(Exact name of registrant as specified in its charter)
Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 814-4200
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing 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 (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 20, 2006, Novelis Inc. (the "Company") and Thomas Walpole
entered into a letter agreement (the "Agreement") regarding the terms of his
employment as the new President of Novelis Asia, effective February 1, 2007. Mr.
Walpole will receive an annual base salary of $270,000, plus an expatriate
premium equal to 10% of his base salary. In addition, Mr. Walpole is eligible
for short term incentive pay with a target payout equal to 55% of his base
salary annually, subject to an adjustment of two times the target or 110% of
base salary, depending on performance. Mr. Walpole will also be able to
participate in the Company's long-term incentive plan if it is approved by
shareholders with a target annual opportunity level of $300,000 and he will
receive certain perquisites, including a company automobile and driver, as well
as tuition assistance for the education of Mr. Walpole's children. Mr. Walpole
will also participate in the Company's employee health plans for expatriate
employees. The Company has agreed to pay certain relocation costs and reimburse
travel expenses in connection with Mr. Walpole's relocation and transition from
Cleveland, Ohio to Seoul, Korea.
On October 20, 2006, Mr. Walpole also entered into a Change in Control
Agreement and Recognition Agreement with the Company. The terms of both of these
agreements are substantially similar to the form Novelis Change in Control
Agreement and Novelis Recognition Agreement filed by the Company as Exhibits
99.1 and 99.3 to the Form 8-K filed on September 27, 2006 and are incorporated
herein by reference. Mr. Walpole's Change in Control Agreement will terminate
upon the earlier of (i) December 31, 2008, unless a change in control event
occurs on or before such date, or (ii) 24 months following the date of a change
in control event. Mr. Walpole shall be entitled to the following payments if the
Company terminates his employment other than for cause, or if he resigns for
good reason, within six months before or 24 months after a change in control
event:
(a) a lump sum cash amount equal to two times the sum of (1) Mr.
Walpole's base salary plus (2) his target short term incentive
opportunity for the calendar year in which the change in control
occurs; the lump sum cash amount will be reduced by the amount of
retention-related and severance payments, if any, paid or payable to
the officer other than pursuant to the Agreements or Replacement
Agreements to avoid duplication of payments to the officer;
(b) other benefits described in the Agreements or Replacement
Agreements including a lump sum payment to assist Mr. Walpole with
post-employment medical continuation coverage, life insurance benefits,
and retirement benefits; and
(c) a "gross-up" reimbursement for any excise tax liability imposed by
Section 4999 of the Internal Revenue Code.
Such payments shall not be made if Mr. Walpole's employment terminates
because of death, disability, or retirement.
Under the Recognition Agreement, if Mr. Walpole remains continuously
employed by the Company through the vesting dates of December 31, 2007 and
December 31, 2008, he is entitled to a Recognition Award (as defined in the
Recognition Agreement) payable in whole shares of the Company's common stock (or
cash if the Company's shareholders do not approve the Novelis Inc. 2006
Incentive Plan at the Company's 2005 annual meeting of shareholders).
Mr. Walpole will receive 7,000 shares of the Company's common stock
issuable as a Recognition Award. One half of the Recognition Award is issuable
on each of December 31, 2007 and December 31, 2008, provided that he remains
continuously employed by the Company through such dates.
In addition, in the event his employment is terminated by the Company
on or before December 31, 2008, other than for cause, Mr. Walpole shall be
entitled to a severance payment under the Recognition Agreement equal to the
greater of (i) the amount of severance he would receive from the Company's
standard severance program or (ii) the amount of 150% of his annual base salary,
payable in a single lump sum. Such payment shall not be made if his employment
terminates because of death disability or retirement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1 Letter Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole.
10.2 Change in Control Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole (incorporated by reference to
Exhibit 99.1 to the Form 8-K filed by Novelis Inc. on
September 27, 2006 (File No. 001-32312))
10.3 Recognition Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole (incorporated by reference to
Exhibit 99.3 to the Form 8-K filed by Novelis Inc. on
September 27, 2006 (File No. 001-32312))
SIGNATURE
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.
NOVELIS INC.
Date: October 26, 2006 By: /s/ Nichole Robinson
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Nichole Robinson
Secretary
INDEX TO EXHIBITS
Exhibit
Number Description
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10.1 Letter Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole.
10.2 Change in Control Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole (incorporated by reference to
Exhibit 99.1 to the Form 8-K filed by Novelis Inc. on
September 27, 2006 (File No. 001-32312))
10.3 Recognition Agreement, dated October 20, 2006, by and between
Novelis Inc. and Thomas Walpole (incorporated by reference to
Exhibit 99.3 to the Form 8-K filed by Novelis Inc. on
September 27, 2006 (File No. 001-32312))