EX-10.27 SEPARATION AND RELEASE AGMT - RICK DOBSON






Exhibit 10.27









SEPARATION AND RELEASE AGREEMENT



This Separation and Release Agreement (“Agreement”) is entered into by and between Rick Dobson
(“Employee”) and Novelis Inc. (“Novelis”) as a result of the termination of the employee’s
employment relationship other than for Cause and as required by Section 2(a) of the Change in
Control Agreement entered into between the Employee and Novelis on September 25, 2006 (the “CIC
Agreement”).



1. Separation Date: The employee’s employment relationship terminated on August 15, 2007
(“Separation Date”).



2. Release: As consideration for the benefits and payments described in the CIC
Agreement, which Novelis agrees to pay in accordance with the CIC Agreement, 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 this 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
2); 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.



3. 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 paragraph 3, 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.




 









 







4. Acknowledgment: By signing this Agreement and in connection with the release of any
and all claims as set forth in paragraph 2, 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 Bob Virtue at Novelis’ Human Resource Department, at 3399 Peachtree Rd. NE,
Suite 1500 Atlanta, GA 30326 The Employee may sign this Agreement and return it
to Bob Virtue 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 Bob Virtue 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.




5. 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 CIC
Agreement, the terms of which are incorporated herein by reference. This Agreement may not be
modified, except in writing signed by Employee and Novelis.




 









 







6. 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.




	 	 	 	 	 	 	 
	 

Employee

	 	 	 	 

Novelis Inc.
	 	 
	 
	 	 	 	 	 	 
	/s/ Rick Dobson
 


	 	 	 	Robert Virtue
 

	 	 
	Date

	 	 	 	Date	 	 
	 
	 	 	 	 	 	 
	August 15, 2007

	 	 	 	August 15, 2007	 	 
	 

Witness

	 	 	 	 

Witness
	 	 
	/s/ Judy Dobson

	 	 	 	/s/ Denise Jones