EXHIBIT 10.60.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is entered into by and
between Xxxxx Xxxxxxxx ("Employee") and Novelis Inc. ("Novelis") as a result of
the termination of the employee's employment relationship. In order to provide
for an amicable separation of employment and to provide further assistance in
Employee's transition from employment, Novelis has offered to Employee a
separation incentive, and Employee has decided to accept the separation
incentive.
1. SEPARATION DATE: The employee's employment relationship terminated on
August 28, 2006 ("Separation Date").
2. SEPARATION INCENTIVE: Novelis agrees to: (a) reimburse the Employee for
(i) closing fees and real estate commissions (grossed up for tax), and the
physical move to South Carolina, but does not include the one month
miscellaneous payment, and (ii) normal company treatment on Georgia home sale
process, (b) amend the application of the Change of Control agreement to permit
the 36 month Special Termination Indemnity payments to be paid in one full and
final present value payment and (c) amend the application of the non-qualified
Pension Plan for Officers to permit a one time present value payment as full and
final settlement of this pension plan.
3. D&O COVERAGE: Employee is entitled, to the maximum extent legally
permitted, to be indemnified by Novelis for all costs, charges and expenses
Employee reasonably incurs in connection with any civil, criminal,
administrative, investigative, or other proceeding to which Employee is subject
due to Employee's association with Novelis and Novelis will make advances to
Employee to cover such costs, charges and expenses on the condition that (a)
Employee acted honestly and in good faith with a view to the best interests of
the corporation and (b) in the case of a criminal or administrative proceeding
that is enforced by a monetary penalty, Employee had reasonable grounds for
believing that Employee's conduct was lawful. If either (a) or (b) in the
preceding sentence is not true, then Employee must repay to Novelis Inc. or its
insurance carrier any funds paid to Employee by Novelis or its insurance carrier
for the costs, charges and expenses described in the preceding sentence.
Paragraph 4 specifically does not apply to the costs, charges and expenses, if
any, for which Employee is entitled to be indemnified under the paragraph 3.
Employee is not aware of any such costs, charges, and expenses as of the date of
this Agreement.
4. RELEASE: In consideration for the Separation Incentive described in
paragraph 2, and except as specified in paragraph 3, Employee does hereby
voluntarily waive, release, hold harmless, acquit and forever discharge
Novelis, its predecessors, parents, subsidiaries and affiliated companies,
successors and assigns, and the past, present and future officers, directors,
employees, representatives and agents from (i) any and all claims, charges,
complaints, demands, damages, lawsuits, actions or causes of action he had, has
or may have, known or unknown, and of any kind or description whatsoever, which
arose prior to the execution of the Agreement; and (ii) any and all claims or
legal action against Novelis in any way arising out of or in any way related to
Employee's employment with Novelis (including any claim of which the Employee is
not aware and those not mentioned in this paragraph 4); and (iii) any and all
claims he had,
has or may have under any possible legal, equitable, tort, contract, common
law, public policy or statutory theory, arising under any federal, state or
local law, rule, ordinance or regulation, including but not limited to, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1866, the
Civil Rights Act of 1991, Title VII of the Civil Rights Act of 1964, the
Employee Retirement Income Security Act of 1974, and the Americans with
Disabilities Act of 1990, all as amended to the date of this Agreement.
5. NONCOMPETE: Employee agrees that, during the term of his
employment with Novelis, Employee has had global responsibilities that have
given Employee access to Novelis' confidential and trade secret information and
that are essential to maintaining Novelis' vendor and/or client relationships.
Accordingly, Employee agrees that, for thirty six (36) months following the
Separation Date, he will not, without the express written consent of Novelis,
directly or indirectly work for, or provide services to, directly or indirectly
(e.g., as an employee, independent contractor or consultant to a service
provider), a direct competitor of Novelis in any role in which Employee could
use Novelis' confidential or trade secret information and/or exploit Novelis'
vendor and/or client relationships. For purposes of this Section 5, a "direct
competitor" is any person engaged in the business of producing aluminum rolled
products in the markets served by Novelis. The restriction on competition in
this paragraph extends to all geographic areas serviced by Novelis during
Employee's employment. Further, the restrictions on competition in this
paragraph are intended only insofar as is reasonably necessary to protect
Novelis and/or any of its affiliates from unfair competition and, if overbroad,
should be reformed as reasonable. Further, Employee agrees that, in any action
to enforce this paragraph, Employee shall not challenge the restrictions of this
paragraph as overbroad and/or unenforceable.
6. ACKNOWLEDGMENT: By signing this Agreement and in connection with the
release of any and all claims as set forth in paragraph 4, Employee and Novelis
acknowledge, agree and represent that:
(a) The execution of this Agreement shall not constitute any
admission by Novelis that it has violated any federal, state
or local statute, ordinance, rule, regulation or common law,
or that Employee has any meritorious claims whatsoever against
Novelis.
(b) No promise or inducement has been offered to Employee, except
as herein set forth;
(c) This Agreement is being executed voluntarily and knowingly by
Employee and Novelis without reliance upon any statements by
others or their representatives concerning the nature or
extent of any claims or damages or legal liability therefore;
(d) This Agreement has been written in understandable language,
and all provisions hereof are understood by Employee and
Novelis;
(e) Employee is advised, and has had an opportunity, to consult
with an attorney of Employee's own choosing prior to executing
this Agreement;
(f) Employee will receive, pursuant to this Agreement,
consideration in addition to anything of value to which the
Employee is already entitled;
(g) Employee has twenty-one (21) days from the receipt of this
Agreement in which to decide whether to enter into this
Agreement, sign it and return it to Xxxxx Xxxxxxx at Novelis'
Human Resource Department. The Employee may sign this
Agreement and return it to Xxxxx Xxxxxxx prior to the
expiration of the 21-day period; and
(h) Employee has the right to revoke this Agreement during the
seven (7) day period by mailing a letter of revocation to
Xxxxx Xxxxxxx at the above address. Such a letter must be
signed and received by Novelis no later than the seventh day
after the date on which Employee signed the Agreement. This
Agreement shall not become effective or enforceable until the
seven (7) day revocation period expires.
7. ENTIRETY OF AGREEMENT: This Agreement contains the entire agreement among the
parties hereto with respect to the subject matter hereof, with the sole
exception being the severance letter previously provided to Employee, the terms
of which are incorporated herein by reference. This Agreement may not be
modified, except in writing signed by Employee and Novelis.
8. SEVERABILITY: If any term, condition, clause or provision of any paragraph of
this Agreement shall be determined by a court of competent jurisdiction to be
void or invalid as a matter of law, or for any other reason, then only that
term, condition, clause or provision as is determined to be void or invalid
shall be stricken from this Agreement and the remaining portions of such
paragraph shall remain in full force and effect in all other respects.
IN WITNESS WHEREOF, Employee and Novelis have freely, voluntarily and knowingly
executed this Agreement as of the day and year first written above.
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxx Xxxxxxx
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Employee Novelis Inc.
10/26/06 Oct. 26/06
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Date Date
/s/ Xxx Xxxxxxx Xxxxxxxx /s/ Xxx Xxxxxxx Paterson
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Witness Witness
