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EXHIBIT NO. 10.15
AGREEMENT
Agreement made as of the 23rd day of July 1999, by and between Alcan Aluminium
Limited, a corporation incorporated under the laws of Canada with its registered
office at 0000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0 (the
"Corporation") and Xxxxxxx Xxxxxx, residing at 000, xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxx, X0X 0X0 (the "Executive").
WITNESSETH:
WHEREAS, the Corporation believes that the establishment and
maintenance of a sound and vital management of the Corporation is essential to
the protection and enhancement of the interests of the Corporation and its
shareholders; and
WHEREAS, the Corporation also recognizes that the possibility of a
Change of Control of the Corporation (as defined in Section 1 hereof), with the
attendant uncertainties and risks, might result in the departure or distraction
of key employees of the Corporation to the detriment of the Corporation and its
shareholders; and
WHEREAS, the Corporation has determined that it is appropriate to take
steps to induce key employees to remain with the Corporation, and to reinforce
and encourage their continued attention and dedication, when faced with the
possibility of a Change of Control of the Corporation.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto hereby agree as follows:
1. CHANGE OF CONTROL shall mean any of the following:
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1.1 the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the United States
Securities Exchange Act of 1934), in the aggregate, of securities of
the Corporation representing twenty percent (20%) or more of the
total combined voting power of the Corporation's then issued and
outstanding voting securities entitled to vote in the general
election for directors, by any person or entity or group of
associated persons or entities (within the meaning of Section
13(d)(3) or 14(d)(2) of the United States Securities Exchange Act of
1934) acting jointly or in concert (other than its subsidiaries or
any employee benefit plan of either) (a "Person"), provided that, if
a buyback of shares by the Corporation causes the Person to attain
such limit, such limit shall not be deemed attained unless and until
such Person acquires any such voting securities of the Corporation
after the buyback that caused the level to be attained;
1.2 the amalgamation, merger, arrangement, reorganization or
consolidation of the Corporation with a Person (including for the
purposes of this Agreement any transaction or series of transactions
such as share exchange transaction with the same stated or effective
objective) other than:
(a) an amalgamation, merger, arrangement, reorganization or
consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or
parent entity) two-thirds or more of the combined voting power
(based on normal issue voting) of the voting securities of the
Corporation or such surviving or parent entity outstanding
immediately after such amalgamation, merger, arrangement,
reorganization or consolidation in substantially the same
proportion as immediately prior to such amalgamation, merger,
arrangement, reorganization or consolidation, without there
occurring as a result or in connection therewith any
substantial change in the composition of the Corporation's
Board; or
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(b) an amalgamation, merger, arrangement, reorganization or
consolidation effected to implement a recapitalization of the
Corporation (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly (as
determined under Rule 13-d-3 promulgated under the United
States Securities Exchange Act of 1934), of securities
representing more than the amounts set forth in paragraph 1.1
above;
1.3 the approval by shareholders of the Corporation of any plan or
proposal for the complete liquidation or dissolution of the
Corporation;
1.4 the issuance by the Corporation of shares (of the same or equivalent
class as the principal class of publicly listed voted equity shares
of the Corporation) in connection with an exchange offer acquisition
(including, for the purposes of this Agreement, a series of connected
exchange offer acquisitions), if such issuance results in the holders
of the Corporation's principal class of publicly listed voting shares
(immediately prior to the issuance) holding less than two-thirds of
the total number outstanding (immediately following the issuance) and
there occurs in connection therewith any substantial change in the
composition of the Corporation's Board.
1.5 the sale or other disposition of all or substantially all of the
assets of the Corporation other than the sale or other disposition
of all or substantially all of the assets of the Corporation either
(a) to a person or persons who beneficially own, directly or
indirectly, at least fifty percent (50%) or more of the
combined voting power (based on normal issue voting) of the
voting securities of the Corporation at the time of the sale;
or
(b) in a manner such that after such sale or other disposition the
ultimate parent entity of the acquirer is, directly or
indirectly, owned (based on normal issue voting) at least fifty
percent (50%) by shareholders who immediately prior to such
transaction owned at least fifty percent (50%) of the voting
power (based on normal issue voting) of the Corporation
immediately prior to such
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transaction in materially the same proportion as owned by such
shareholders immediately prior to such transaction;
provided that there does not occur in connection therewith any
substantial change in the composition of the Corporation's
Board.
1.6 the approval by the vote of the Corporation's holders voting shares
of any amalgamation, merger, arrangement, reorganization or
consolidation in which the Corporation will not survive as a
publicly-owned corporation or should the Corporation for any reason
become a subsidiary (as defined in the Canada Business Corporations
Act) of any other corporation;
1.7 individuals who, as of the close of business on the effective date of
this Agreement, constitute the Board (the "Incumbent Directors")
cease for any reason to constitute at least two-thirds of the Board;
provided that any person becoming a Director subsequent to the close
of business on the effective date of this Agreement, whose election
or nomination for election was approved by a vote of at least
two-thirds of the Incumbent Directors then on the Board (either by a
specific vote or by approval of the Management Proxy Circular of the
Corporation in which such person is named a nominee for Director,
without objection to such nomination) shall be an Incumbent Director;
provided, however, that no individual elected or nominated as a
Director of the Corporation initially as a result of an actual or
threatened proxy or election contest with respect to Directors, as a
result of any other actual or threatened solicitation of proxies or
consents by or on behalf of any person other than the Board or as a
result of or in connection with any amalgamation, merger,
arrangement, reorganization, consolidation or share exchange
acquisition transaction by the Corporation with any Person, shall be
deemed to be an Incumbent Director;
Only the first Change of Control after the date hereof shall be deemed a Change
of Control hereunder.
2. TERM. This agreement shall commence on the date hereof and shall
expire, unless previously terminated as provided herein, on the earliest of
(i) 31st July 2002;
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(ii) the date of the Executive's death or termination as a result of
Disability, as defined below;
(iii) subject to Section 3 hereof, the date of the retirement or other
termination of the Executive's employment voluntarily or
involuntarily) with the Corporation prior to a Change of Control; or
(iv) if prior to a Change of Control, the entity for which the Executive
is then working ceases to be a Subsidiary, as defined in Section 8
hereof, of Corporation.
Notwithstanding anything in this Agreement to the contrary, if the
Corporation becomes obligated to make any payment to the Executive pursuant
to the terms hereof at or prior to the expiration of this Agreement, then
this Agreement shall remain in effect for such purposes until all of the
Corporation's obligations hereunder are fulfilled. Further, the provisions
of paragraph 9.1 hereunder shall survive and remain in effect
notwithstanding the termination of this Agreement, the termination of the
Executive's employment or any breach or repudiation of alleged breach or
repudiation by the Corporation of this Agreement or any one or more of his
terms.
Disability shall have the meaning ascribed to such term in the
Corporation's long term disability plan in which the Executive
participates. A termination for Disability shall be deemed to occur when
the Executive is terminated by the Corporation by written notice after the
disability is established and the Executive remains disabled.
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3. TERMINATION FOLLOWING CHANGE OF CONTROL.
3.1 If, and only if, a Change of Control occurs and one of the
following occurs: (i) the Executive's employment with the
Corporation is terminated by the Corporation without Cause other than
for Disability, or (ii) by the Executive for Good Reason, during the
period running from the date of the Change of Control to twelve (12)
months after the date of such Change of Control, then the Executive
shall be entitled to the amounts provided in Section 4 upon such
termination.
In addition, notwithstanding the foregoing, in the event the
Executive is either terminated without Cause or terminates employment
for Good Reason (based on an event occurring within three (3) months
prior the occurrence of a Change of Control) within three (3) months
prior the occurrence of a Change of Control, such termination shall,
upon the occurrence of a Change of Control, be deemed to be covered
under the Agreement and the Executive shall be entitled to the
amounts provided under Section 4 hereof reduced by any amounts
otherwise received in connection with his termination of employment.
3.2 As used in this Agreement, termination for Good Reason shall mean
a termination by the Executive within ninety (90) days after the
occurrence of the Good Reason event, failing which such event shall
not constitute Good Reason under this Agreement. For purposes of this
Agreement, "Good Reason" shall mean the occurrence or failure to
cause the occurrence of any of the following events without the
Executive's express written consent:
(i) any material diminution in the Executive's duties and
responsibilities, authority (except in each case in connection
with the termination of the Executive's employment for Cause
or as a result of the Executive's death, or temporarily as a
result of the Executive's illness or other absence,);
(ii) a reduction in the Executive's annual base salary rate;
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(iii) a relocation of the Executive's principal business location to
an area outside the country of the Executive's principal
business location at the time of the Change of Control;
(iv) a failure by the Corporation after a Change of Control to
continue any annual Executive Performance Award Plan, program or
arrangement in which the Executive is then entitled to
participate (the "Bonus Plans"), provided that any such plan(s)
may be modified at the Corporation's discretion from time to
time but shall be deemed terminated if (x) any such plan does
not remain substantially in the form in effect prior to such
modification and (y) if plans providing the Executive with
substantially similar benefits are not substituted therefor
("Substitute Plans"), or a failure by the Corporation to
continue the Executive as a participant in the Bonus Plans and
Substitute Plans on at least the same basis as to potential
amount of the bonus and the achievability thereof as the
Executive participated immediately prior to any change in such
plans of awards, in accordance with the Bonus Plans and the
Substitute Plans;
(v) a failure to permit the Executive after the Change of Control to
participate in cash or equity based incentive plans and programs
(i.e. the Corporation's Executive Deferred Share Unit Plan,
Non-Qualified Deferred Compensation Plan, Executive Share Option
Plan) other than Bonus Plans on a basis providing the Executive
in the aggregate with an annualized award value in each fiscal
year after the Change of Control at least equal to the aggregate
annualized award value being provided by the Corporation to the
Executive under such incentive plans and programs immediately
prior to the Change of Control (with any awards intended not to
be repeated on an annual basis allocated over the years the
awards are intended to cover);
(vi) the failure by the Corporation to continue in effect any
employee benefit program such as a saving, pension, excess
pension, medical, dental, disability, accident, life insurance
plan or a
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relocation plan or policy or any other material plan, program,
perquisite or policy of the Corporation intended to benefit the
Executive in which the Executive is participating at the time
of a Change of Control (or programs providing the Executive
with at least substantially similar benefits) other than as a
result of the normal expiration of any such employee benefit
program in accordance with its terms as in effect at the time
of a Change of Control, or taking of any action, or the failure
to act, by the Corporation which would adversely affect the
executive's continued participation in any of such employee
benefit programs on at least as favourable a basis to the
Executive as is the case on the date of a Change of Control; or
which would materially reduce the Executive's benefits in the
future under any of such employee benefit programs or deprive
him of any material benefit enjoyed by the Executive at the
time of a Change of Control;
(vii) a material breach by the Corporation of any other written
agreement with the Executive that remains uncured for
twenty-one (21) days after written notice of such breach is
given to the Corporation;
(viii)failure of any successor (as defined in Section 10 herein) to
assume in a writing delivered to the Executive the obligations
hereunder within twenty-one (21) days after written notice by
the Executive, or
(ix) should the Corporation not survive as a publicly owned
corporation or become a subsidiary of any other corporation as
hereinabove referred to in which case there shall be deemed to
have been a material diminution in the Executive's duties.
3.3 As used in this Agreement, the term "Cause" shall mean
(i) the failure by the Executive to attempt to substantially
perform his or her duties and responsibilities with regard
to the Corporation or any affiliate (other than any such
failure resulting from the
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Executive's incapacity due to physical or mental illness of
any such actual or anticipated failure by the Executive for
Good Reason, as defined in paragraph 3.2) after demand for
substantial performance is delivered by the Corporation that
specifically identifies the manner in which the Corporation
believes the Executive has failed to attempt to substantially
perform his or her duties and responsibilities and a
reasonable time for the Executive to correct or remedy;
(ii) the willful engaging by the Executive in misconduct in
connection with the Corporation or its business which is
materially injurious to the Corporation monetarily or otherwise
(including but not limited to conduct which is prohibited by
the provisions of Section 9.1 herein); or
(iii) any misappropriation or fraud with regard to the Corporation or
any of the assets of the Corporation (other than good faith
expense account disputes).
For purposes of this paragraph, no act, or failure to act, on the
Executive's part shall be considered "willful" unless done or omitted
to be done, by him or her not in good faith and without reasonable
belief that his or her action or omission was in the best interests
of the Corporation. In the event that the Executive alleges that the
failure to attempt to perform his or her duties and responsibilities
is due to a physical or mental illness, and thus not "Cause" under
paragraph 3.3, the Executive shall be required to furnish the
Corporation with a written statement from a licensed physician who is
reasonably acceptable to the Corporation which confirms the
Executive's inability to attempt to perform due to such physical or
mental illness. A termination for Cause after a Change of Control
shall be based only on events occurring after such Change of Control;
provided, however, the foregoing limitation shall not apply to an
event constituting Cause which was not discovered by the Corporation
prior to a Change of Control.
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4. COMPENSATION UPON TERMINATION.
4.1 If the Executive's employment is terminated for Cause following a
Change of Control or upon the occurrence of a Change of Control in a
manner described in paragraph 3.1 the Corporation shall:
(a) pay to the Date of Termination, the Executive's Base Salary, the
prorated amount of the guideline award under the Corporation's
Executive Performance Award Plan (EPA) and the cash value of any
untaken and accrued vacations to the Date of Termination. The
aggregate amount will be paid within five (5) days of the Date of
Termination;
(b) accrue service under the Corporation's pension plans to the Date
of Termination;
(c) maintain all other benefits and perquisites in which the
Executive participates to the Date of Termination, but
limited to the coverage in force under those benefit plans on the
Date of Notice of Termination; and
(d) not grant any options to purchase shares under the Alcan
Executive Share Option Plan to the Executive between the date of
Notice of Termination and the actual Date of Termination.
4.2 In the event of Termination for Cause following a Change of Control,
the Corporation's obligations to the Executive shall be limited to
those under paragraph 4.1.
4.3 If the Executive's employment is terminated after the first occurrence
of a Change of Control in a manner described in paragraph 3.1 then,
the Executive shall be entitled without regard to any contrary
provisions of any benefit plan, to a severance pay, subject to the
following paragraph, as provided below :
(a) an amount equal to 36 times the Executive's monthly base salary
on the Date of Termination;
(b) an amount equal to 36 times the monthly EPA guideline amount in
force on the Date of Termination; and
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(c) an amount equal to 36 times the monthly Mid-Term Incentive
Program (MTIP) guideline amount in force on the Executive's Date
of Termination.
If the Date of Termination is before the Executive's declared
retirement date, the severance pay shall be calculated using a number,
in lieu of 36, equal to the number of months remaining to such
retirement date, in each of sub-paragraphs (a), (b) and (c) above.
The Executive may, in writing, (in the Notice of Termination or
otherwise) direct the Corporation that the severance pay pursuant to
the paragraph 4.3 hereof shall be paid, either:
(i) in a lump sum payable within five (5) days of the Date of
Termination where in such case, all benefit plan coverage cease
on such date, or
(ii) in 36 equal monthly installments, (or for a period consistent
with the Corporation's practices as approved by the Personnel
Committee of the Board) after having the Executive transferred
to the non-active payroll of the Corporation where in such case
all benefit plan coverage continue at the previous level for that
same number of months except coverage under the Corporation's
short-term and long-term disability plans, vacation program,
eligibility in the Alcan Share Option Plan and perquisite
benefit (car, financial and tax counseling, club membership)
which shall cease on Date of Termination.
Monthly installments paid on the non-active payroll shall be excluded
in the calculation of pensionable earnings while the duration on the
non-active payroll shall be included as service for calculating
years of service under the Corporation's pension plans.
4.4 Any loans owing by the Executive to the Corporation shall become due
and payable as per the terms of the applicable loan agreement.
4.5 After the occurrence of a Change of Control, as defined in Section I,
all options under the Corporation's Executive Share Option Plan shall
become immediately exercisable and all waiting periods and holding
periods, as defined in such plan, shall be waived.
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5. NOTICE OF TERMINATION. After a Change of Control, any purported
termination of the Executive's employment (other than by reason of death)
shall be communicated by written Notice of Termination from one party
hereto to the other party hereto in accordance with Section 13. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice
which shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment.
6. DATE OF TERMINATION. "Date of termination", with respect to any purported
termination of the Executive's employment after a Change of Control, shall
mean the date specified in the Notice of Termination (which, in the case of
a termination by the Corporation, shall not be less than thirty (30) days
except in the case of a termination for Cause which shall be the date
specified in the Notice of Termination and, in the case of a termination by
the Executive for Good Reason, shall not be earlier than twelve (12) months
after the Change of Control). In the event of Notice of Termination by the
Corporation, the Executive may treat such notice as having a date of
termination at any date between the date of the receipt of such notice and
the date of termination indicated in the Notice of Termination by the
Corporation; provided, that the Executive must give the Corporation written
notice of the date of termination if he or she deems it to have occurred
prior to the date of termination indicated in the notice.
7. NO DUTY TO MITIGATE/SET-OFF. The Corporation agrees that if the
Executive's employment with the Corporation is terminated pursuant to this
Agreement during the term of this Agreement, the Executive shall not be
required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Corporation pursuant to this
Agreement. Further, the amount of any payment or benefit provided for in
this Agreement shall not be reduced by any compensation earned by the
Executive or benefit provided to the Executive as the result of employment
by another employer or otherwise. Except as otherwise provided herein and
apart from any disagreement between the Executive and the Corporation
concerning interpretation of this Agreement or any term or provision
hereof, the Corporation's obligations to make the payments provided for in
this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any circumstances, including without limitation, any
set-off, counterclaim, recoupment, defense or other right which the
Corporation may have against the Executive.
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8. SERVICE WITH SUBSIDIARIES OR THE CORPORATION. For purposes of this
Agreement, employment by the Corporation or a Subsidiary of the Corporation
shall be deemed to be employment by the Corporation and references to the
Corporation shall include all such entities, except that the payment
obligation hereunder shall be solely that of the Corporation. A Change of
Control, however, as used in this Agreement, shall refer only to a Change
of Control of Alcan Aluminium Limited. For purposes of this Agreement a
"Subsidiary" shall mean any entity in which the Corporation owns, directly
or indirectly, at least fifty percent (50%) of the outstanding securities
entitled to vote for the election of directors.
9. CONFIDENTIALITY -- NO NON-COMPETITION -- NO RESIGNATION.
9.1 The Executive shall not at any time during the term of this Agreement,
or thereafter, directly or indirectly, for any reason whatsoever,
communicate or disclose to any unauthorized person, firm or
corporation, or use for the Executive's own account, without the prior
written consent of the Board, any proprietary processes, trade secrets
or other confidential data or information of the Corporation and its
related and affiliated companies concerning their businesses or
affairs, accounts, products, services or customers, it being
understood, however, that the obligations of this Section shall not
apply to the extent that the aforesaid maters (i) are disclosed in
circumstances in which the Executive is legally required to do so, or
(ii) become known to and available for use by the public other than by
the Executive's wrongful act or omission.
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9.2 Upon the occurrence of a Change of Control, any non-competition
agreement between the Corporation and the Executive shall be
considered null and void.
10. SUCCESSORS -- BINDING AGREEMENT. In addition to any obligations imposed by
law upon any successor to the Corporation, the Corporation will require any
successor (whether direct or indirect, by purchase, amalgamation, merger,
arrangement, reorganization, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to
expressly assume and agree in writing to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to
perform it if no such succession had taken place. This Agreement shall
inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors and heirs. If
the Executive shall die after termination of his employment while any
amount would still be payable to the Executive hereunder if the Executive
had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the
executors, personal representatives or administrators of the Executive's
estate. This Agreement is personal to the Executive and neither this
Agreement nor any rights hereunder may be assigned by the Executive.
11. MISCELLANEOUS. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Executive and such officer as may be specifically
designated by the Board. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition
or provision shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. This
Agreement constitutes the entire Agreement between the parties hereto
pertaining to the subject matter hereof. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in
this Agreement. All references to any law shall be deemed also to refer to
any successor provisions to such laws.
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12. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
13. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, or
sent by registered mail, postage prepaid as follows:
(i) If to the Corporation, to:
Alcan Aluminium Limited
0000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Attention: Corporate Secretary
(ii) If to the Executive, to his last shown address on the books of the
Corporation.
Any such notice shall be deemed given when so delivered personally, or, if
mailed, five days after the date of deposit in the Canadian mail. Any
party may by notice given in accordance with this Section to the other
parties, designate another address or person for receipt of notices
hereunder.
14. SEVERABILITY. If any provisions of this Agreement shall be declared to
be invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the remaining provisions hereof which
shall remain in full force and effect.
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15. LEGAL FEES. In the event the Corporation does not make the payments
due hereunder on a timely basis and the Executive collects any part or all
of the payments provided for hereunder or otherwise successfully enforces
the terms of this Agreement by or through a lawyer or lawyers, the
Corporation shall pay all costs of such collection or enforcement,
including reasonable legal fees and other reasonable fees and expenses
which the Executive may incur. The Corporation shall pay to the
Executive interest at the prime lending rate as announced from time to
time by Royal Bank of Canada on all or any part of any amount to be
paid to Executive hereunder that is not paid when due. The prime rate for
each calendar quarter shall be the prime rate in effect on the first
day of the calendar quarter.
16. NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided
therein, (i) nothing in this Agreement shall prevent or limit the
Executive's continuing or future participation in any benefit, bonus,
incentive, equity or other plan or program provided by the Corporation and
for which the Executive may qualify, nor (ii) shall anything herein limit
or otherwise prejudice such rights as the Executive may have under any
other currently existing plan, agreement as to employment or severance from
employment with the Corporation or statutory entitlements, provided, that
to the extent such amounts are paid under paragraph 4.2(a) hereof or
otherwise, they shall not be due under any such program, plan, agreement or
statute. Amounts that are vested benefits or which the Executive is
otherwise entitled to receive under any plan or program of the Corporation,
at or subsequent to the date of termination shall be payable in accordance
with such plan or program, except as otherwise specifically provided
herein.
17. NOT AN AGREEMENT OF EMPLOYMENT. This is not an agreement assuring
employment and the Corporation reserves the right to terminate the
Executive's employment at any time with or without cause, subject to the
payment provisions hereof if such termination is after, or within three
(3) months prior to, a Change of Control, as defined herein. The Executive
acknowledges that he is aware that he shall have no claim against the
Corporation hereunder or for deprivation of the right to receive the
amounts hereunder as a result of any termination that does not
specifically satisfy the requirements hereof or as a result of any other
action taken by the Corporation. The foregoing shall not affect the
Executive's rights under any other agreement with the Corporation.
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18. GOVERNING LAW. This Agreement shall be construed, interpreted, and
governed in accordance with the laws of the Province of Quebec.
19. ENGLISH LANGUAGE. The parties hereto declare that they require that this
Agreement and any related documents be drawn up and executed in English.
Les parties declarent qu'elles requierent que cette convention ainsi que
tous documents relatifs a cette convention soient rediges et executes en
anglais.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly
executed and the Executive has hereunto set his hand as of the date first set
forth above.
ALCAN ALUMINIUM LIMITED
BY: /s/ Xx. Xxxx X. Xxxxx
__________________________
Xx. Xxxx X. Xxxxx
Chairman of the Board
/s/ Xxxxxxx Xxxxxx
__________________________
Xxxxxxx Xxxxxx
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