SEPARATION AND RELEASE AGREEMENT
Exhibit 10.48
This Separation and Release Agreement (“Agreement”) is entered into by and between Xxxxx Xxxx
(“Employee”) and Novelis Corporation (“Novelis”) as a result of a mutual agreement to end the
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 parties have mutually agreed to terminate their employment
relationship (on the date after which the Employee has taken 2006 unused vacation and 2007
vacation accrual days on the non – active payroll) that follows the date on which the Novelis
Form 10-K for 2005 has been signed by the Employee as the CFO (“Separation Date”). Novelis will
continue to pay Employee’s salary and benefits at the current level, less required deductions and
withholding, through the Separation Date.
2. Separation Incentive: Novelis agrees to reimburse the Employee for (a) customary
closing fees and real estate commission (grossed up for tax), physical moving to Florida (or some
portion of household effects elsewhere in North America ie. Belleville Ontario), does not include
the one month misc payment, and (b) Normal company treatment on Georgia home sale process subject
to Employee best efforts in selling the Duluth, GA domicile.
3. D&O Converge: Employee is entitled, to the maximum extent legally permitted, to be
indemnified by Novelis Inc. 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 Inc. and Novelis, Inc. 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 Inc. or its insurance
carrier for the costs, charges and expenses described in the preceding sentence.
4. Release: In consideration for the Separation Incentive described in paragraph 2,
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, known or unknown, and of any kind or description whatsoever, which arose prior
to the execution of this Agreement; and (ii) any and all claims arising out of or in any way
related to Employee’s employment with Novelis; and (iii) any and all claims 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, the Americans
with Disabilities Act of 1990, all as amended to the date of this Agreement, and any other legal
action against Novelis which Employee had, has or may have against Novelis in any way arising
out of Employee’s employment with Novelis including any claim of which Employee is not aware and
those not mentioned in this paragraph 3, as of the date of this Agreement.
5. Acknowledgment: By signing this Agreement and in connection with the release of any
and all claims as set forth in paragraph 3, 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. On the contrary, Novelis expressly denies that it violated any of Employee’s rights or that it has harmed Employee in any way; | ||
| (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 Xxx Xxxxxx at Novelis’ Human Resource Department, 0000 Xxxxxxxx Xxxx., Xxxxxxxx Xxxxxxx, Xxxx 00000. The Employee may sign this Agreement and return it to Xxx Xxxxxx prior to the expiration of the 21-day period; | ||
| (h) | Employee has the right to revoke this Agreement during the seven (7) day period by mailing a letter of revocation to Xxx Xxxxxx 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. |
6. 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.
7. Severability: If any term, condition, clause or provision of paragraph 3 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 paragraph 3 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 Xxxx
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/s/ Xxxxx Xxxxxxx
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Employee Name
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Novelis Corporation | |||||
July 1, 2006
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June 27, 2006 | |||||
Date
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Date | |||||
/s/ Xxxxx Xxxx
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/s/ Xxx Xxxxxxx-Xxxxxxxxx | |||||
Witness
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Witness |
