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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 26, 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 26, 2006, Novelis Inc. (the "Company") entered into a
separation and release agreement (the "Agreement") with the Company's former
Chief Executive Officer, Brian Sturgell, regarding the terms of his departure
from the Company. The Agreement became effective on November 2, 2006, seven days
from the date of execution.
Pursuant to the Agreement, Mr. Sturgell will receive a separation
incentive including (a) reimbursement for closing fees and real estate
commissions (grossed up for taxes) relating to the sale of his Georgia home and
relocation to South Carolina, (b) the amendment of the application of his Change
in Control Agreement dated as of December 5, 2005 (and filed via a Form 8-K on
December 9, 2005) to permit the 36 month Special Termination Indemnity payments
to be paid in one full and final present value payment and (c) the amendment of
the application of the non-qualified Pension Plan for Officers to permit a one
time present value payment as full and final settlement of the pension plan.
Additionally, Mr. Sturgell will receive liability indemnification under the
Agreement. In consideration for the separation incentive, Mr. Sturgell provided
a release to the Company waiving any and all claims he may have against the
Company. Finally, Mr. Sturgell agreed, for a term of 36 months, to not work or
provide services for any direct competitor of the Company in any role where the
Company's non-public information could be used.
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: November 1, 2006 By: /s/ Nichole Robinson
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Nichole Robinson
Secretary