EX-10.16 EMPLOYMENT AGREEMENT OF ANTONIO NARDOCCI






Exhibit 10.16




			
	
	 	







November 8, 2004




Mr. Antonio Tadeu Coelho Nardocci

Alcan Aluminio do Brasil Ltda. 

Av. das Nações Unidas, 12.551 

15th Floor

São Paulo, SP-04578-000, Brazil




Dear Tadeu,



This offer of employment represents another truly exciting and historic step along the path in the
creation of Novelis Inc. This is, in fact, the first instance where the Alcan and Novelis names and
logos have appeared together. As one of the key leaders who will have a direct impact on this new
company, I trust you are as enthused as I am about this opportunity. Unlike anything we have been
involved with in the past, this is truly a once in a career event, and we need to recognize and
capitalize off the fabulous chance that we are being given.



In this letter I will address the specific terms and conditions of your offer, however, there are a
few key points that I would like to bring to your attention first. Please recall that it is the
fiduciary responsibility of the Alcan Board of Directors to establish the preliminary terms and
conditions of employment for Novelis. For the most part, this means that what exists at present
within Alcan, in the form of programs and benefits, will continue through the transition from Alcan
to Novelis. Following the completion of the spin in 2005, we will be reviewing the full array of
employee compensation and benefit offerings to custom fit these to our new business. You will be
fully engaged as we go through this process.



For these reasons I will not go through a complete review of those things being cloned or
replicated from Alcan, but rather will touch on significant points and those things that involve a
change.




Position Title



I am please to confirm the offer of President, Novelis South America.




Employment Date



This offer is obviously predicated on the spin being completed and the creation of Novelis. We
continue to believe that this will occur on schedule around year-end. That being the case, this
offer would become effective January 1, 2005.




Recognition of Alcan Service



Novelis will recognize Alcan and predecessor company service for the purposes of vacation and any
other plan where service is used in providing a benefit.




Base Salary



Your base salary will be adjusted to $R537,900. This salary recommendation was arrived at following
a review by Towers Perrin of similar positions in comparably sized organizations. This was reviewed
by Alcan’s management and approved by the Human Resources Committee of the





 









 








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Board of Directors. While further analysis will be conducted, it does give us a starting point
from which to develop our cash compensation model. Using the Alcan salary scale, this position
has been set at an equivalent of job grade 46.




Executive Performance Award 2004



Your participation in the 2004 Executive Performance Award plan continues uninterrupted to year-end
at your existing Alcan job grade and will be paid out in the same timeframe and manner as you have
experienced in the past.




Executive Performance Award 2005



Novelis will institute a short-term incentive program for the 2005 plan year conceptually similar
to the existing Alcan plan. It is possible that the financial metrics will be adjusted to better
fit the new business. The target guideline for job grade 46 is 60%. More information will be
forthcoming on this as it is developed.




Total Shareholder Return (TSR) Performance Plan



Your participation in the Alcan TSR program will be terminated on the date of the spin-off.
You will have noted in the 2004 Long Term Incentive (LTI) program, the normal 50% TSR portion
was issued in the form of share options.



Discussions continue to determine the most equitable way to handle TSR tranches 1 (2002) and 2
(2003) for the Novelis employees. You will be informed as soon as a final conclusion is reached on
this.



Novelis will be instituting a Long Term Incentive Program (LTI) the details of which will require
approval of the Board of Directors for the new company. More information about the new program will
be shared when information becomes available.




Share Options



Your current Alcan share options will be converted to Novelis share options based on the total
value of the Alcan stock options and the time of spin-off. That is, the number of Novelis share
options to you will be adjusted to preserve the value of your current Alcan stock options on
the date of the spin-off.




U.S. Deferred Compensation Plan



Alcan will maintain your deferred compensation account and be subject to the elections that you
made. Given the nature of this plan, there is no plan to create a deferred compensation plan within
Novelis at the point of the spin-off. This will be reviewed in due course.




Change in Control Agreement



A Change in Control Agreement has been prepared for you to relieve any personal uncertainties you
may have stemming out of the transaction such that you can focus 100% of your effort on making this
venture successful. This agreement will be provided to you under separate cover.




Benefit Plans



Your participation in the Alcan retirement and health and welfare benefit plans will continue up to
the point of spin. Novelis will adopt plans with provisions for the most part identical to those
currently in effect within Alcan.




Miscellaneous Plans



Participation in other plans (e.g. Flexperks, Auto, Executive Physical Exams) will continue as they
exist today.





 









 








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As part of the process I would ask that you sign this offer and return it to me at your earliest
convenience. I look forward to the challenges that we will face together and turn into successes.




Yours truly,









Martha Brooks

Chief Operating Officer




	 	 	 	 	 	 	 	 	 
	Accepted by

	 	/s/ Antonio Tadeu Coelho Nardocci
 

	 	date
	 	Nov, 11   2004