EX-10.28 AGMT REGARDING TERMINATION OF EMPLOYMENT






Exhibit 10.28








November 1, 2007 [Updates letters from Bob Virtue dated October 8, 2007 and October 10, 2007]




Mr. David Godsell

4724 Dudley Lane

Atlanta, GA 30327




Dear David:




Re: Termination of Employment



The purpose of this letter is to provide an overview of the terms of your termination of employment
from Novelis and to link together various company specific documents relating to your separation of
employment. These documents are included as numbered attachments. For the purposes of flow the
sequencing of the events and attachments will generally follow historical chronology.



Summary
of Transition - David Godsell – Attachment I (February 23, 2007). 

On February 23, 2007 during a meeting with Ed Blechschmidt, then Acting CEO of Novelis Inc. and
Clarence Chandran, Director and Chairman of the Human Resources Committee of the Board of Directors
for Novelis Inc., the content of Attachment I was communicated.



From the period February 23, 2007 through the close of the Hindalco transaction on May 15, 2007 you
remained on active payroll at your annualized rate of $310,000 as communicated in Attachment I.
During this period you utilized all your available outstanding vacation entitlement. You remained
on payroll for the period May 16, 2007 through June 30, 2007, as Novelis worked through the details
of calculating your Change In Control benefits including potential tax gross-ups under Section 3 of
your Change In Control Agreement





Specifics identified within the Summary of Transition – Attachment I




	 	a)	 	Novelis Founders Performance Shares: The Performance Share Units were
cancelled in exchange for a cash payment following the completion of the acquisition of
Novelis Inc. by AV Metals Inc., a subsidiary of Hindalco Industries Limited [“the
Transaction”].
	 
	 	b)	 	Conversion Options:  All of your Novelis Conversion options were transferred
to Novelis for a cash payment following the completion of the Transaction.




 









 












	 	c)	 	Long Term Incentive (2006): All your stock options granted on October 26,
2006 under the Novelis Inc. 2006 Incentive Plan were transferred to Novelis for a cash
payment following the completion of the Transaction.
	 
	 	d)	 	Short Term Incentive Award (STI) (2006): Your STI award for the 2006 fiscal
year of $ 85,000 was paid in April 2007.
	 
	 	e)	 	Short Term Incentive Award (STI (2007):  Your STI award for the 2007 period
of January 1, 2007 to May 15, 2007 was paid at your target bonus level following the
completion of the Transaction.
	 
	 	f)	 	Change In Control: You were afforded treatment under your Novelis Change In
Control Agreement of September 24, 2006 - Attachment II - subject to employment
termination within 6 months prior or 2 years after a Change In Control. With the May 15,
2007 completion of the Transaction you were deemed to be eligible for Change In Control
payout.
	 
	 	g)	 	Automobile: The opportunity to purchase the company vehicle was cited.




Agreement
Concerning Retirement and Separation and Release Agreement

On July 30, 2007 – you received a letter from Novelis that consisted of an Agreement Concerning
Retirement (Attachment III) and a Separation and Release Agreement (Attachment IV)



The Agreement Concerning Retirement outlines some of the major details associated with your
retirement from Novelis effective July 1, 2007. Specifically it confirms your entitlements to
certain payments and other benefits covered under your Change In Control Agreement as also
referenced in Attachment I of this letter.



Provided you execute a Separation and Release agreement as required under Section 2(a) of your
Change In Control Agreement dated September 24, 2006, you will be entitled to the following
payments and other benefits under your Change In Control Agreement.





	 	(a)	 	A lump sum payment in an amount equal to 24 months of total cash compensation (i.e.
base salary plus short-term incentive opportunity). This amount will be $961,000. As
required under Section 2 of your Change In Control Agreement, this payment will be delayed
for a period of six (6) months as required by Internal Revenue Code Section 409A.
	 
	 	(b)	 	You are entitled to continue life insurance coverage under the Company’s group life
insurance plan for a period of twenty-four (24) months at your pre-termination level of
coverage. Details of the per month cost for your optional life insurance, spouse life
Insurance, child life insurance are attached. The intent would be to take all of these
costs from your Change In Control payment unless you elect to drop one or more of these
coverage types. The attachment also shows the amount of imputed income to keep your
regular coverage in effect for 24 months.
	 
	 	(c)	 	You are entitled to twenty-four (24) months of additional credit for benefit accrual
and contribution allocation purposes (including credit for age,




 









 






	 	 	 	service and earnings pro rated over twenty-four (24) months under the Company’s tax
qualified and non-qualified pension and savings plan. Your Pension Information has been
forwarded to you under separate cover. Your non-qualified savings plan account will be
credited with two years additional match [a total of $20,250] as soon as practicable after
you execute a Separation and Release Agreement.
	 
	 	(d)	 	Gross-up Payment if warranted under Section 3. Tax Reimbursement of your
Change In Control Agreement.




You are entitled to the following benefits even if you elect not to execute a Separation and
Release agreement





	•	 	Retirement benefits but without the enhancements included with your Change In Control
Agreement.
	 
	•	 	Retiree medical coverage which begins on July 1, 2007 at active employee rates.
	 
	•	 	You have the option of purchasing your company car from Novelis at book value or returning
it to Novelis.




The Agreement Concerning Retirement also specifies the forfeiture of your Recognition Shares and
the cessation of company Short and Long-Term Disability effective as of your retirement date.



Attachment V is the July 13 2007 letter from Beverly Husani outlining your entitlements under
various Company Pension plans (subject to certain elections on your part). Attachment XII is the
October 25, 2007 letter from Beverly Husani updating this information.



The following chart depicts (with appropriate assumptions of elections, start dates, signed CIC
Agreement etc...) the sources and composition of the monthly pension payments in US funds.




	 	 	 	 	 	 	 	 	 
	 	 	July 1, 2007	 	January 1, 2008
	Alcan Pension Plan (APP)
	 	$	1,378	 	 	$	1,427	 
	 
	Novelis Pension Plan (NPP)
	 	$	2,898	 	 	$	3,009	 
	 
	Supplemental Retirement Plan (SRBP)
	 	 	N/A	 	 	$	7,573	 
	 
	 	 	 	 	 	 	 	 
	 
	Total
	 	$	4,277	 	 	$	12,009	 








 




			
	*	 	SRBP – total of $ 7,573 consists of two parts: a) $ 4,081 per month additional pension due to IRS
limit on compensation that can be recognized in qualified plan NPP, b) $ 3,492 per month due to
the Change In Control Agreement.




 









 








It is important for you to know that payments under the SRBP will commence on January 1, 2008, if
you so elect. If you do not make that election, payments will commence at age 55.



You will receive an updated letter from Ms. Husani when we have an indication from you as to when
you would want to begin various payments.



Attachment VI is July 19, 2007 letter from Christine Morgan that outlines COBRA coverage for
Medical and Dental Coverage. Attached to this a HIPAA Certificate of Group Health Coverage. Under
separate cover your were sent information concerning COBRA including a listing of coverage rates
and identification of the “election rights expiry date of 09/29/07”



Health care benefits for you and your family can be summarized as follows:





	 	(a)	 	Medical: Effective on your early retirement date of July 1 2007, because of your
eligibility you began participation under the Novelis Retiree Medical coverage. Until
such time that the retiree medical plan changes, if it changes, you are eligible for
retiree medical coverage at active employee rates.
	 
	 	(b)	 	Dental: Effective June 30 2007 dental coverage for you and your family terminated.
You were eligible to elect COBRA coverage as was communicated to you. There is no company
provision for dental under current company retiree plans.





Other Issues associated with Termination of Employment:





	 	a)	 	Novelis Savings Plan: You should have received a termination kit from Vanguard
outlining your various possible elections.
	 
	 	b)	 	Novelis Canada Savings Plan: On October 9, 2007 Novelis sent an electronic
transmission between payroll (processed in Cleveland) and Fidelity showing your status end
date as October 9, 2007. That notification should trigger Fidelity to send distribution
material directly to you (we do not get any copies).
	 
	 	c)	 	AlcanCorp Non-Qualified Deferred Compensation Plan: Our records indicate that you
continue to be a member in this plan that is administered by Vanguard on behalf of Alcan.
Novelis as you are aware did not continue this plan after the spin-off from Alcan. You may
wish to contact the Alcan shared services center in Chicago (866-704-2379) regarding
ongoing participation and disbursement. We expect that your annual distributions for five
years will commence March 2008.
	 
	 	d)	 	Company Vehicle: You have the option to purchase your company vehicle at book value
or return it to the company. The price communicated to you was $ 67,350.00, plus sales tax
of $5,388.00, plus an administrative fee of $75.00, for a total of $ 72,813.00. If you
have not already done so, you will make that election in writing when you return this
signed letter and the Separation and Release Agreement to me.




 









 











	 	e)	 	Short-Term Incentive: (May 15 – 30 June 2007) – Under the terms of Section 2.(c)(i)
of your Change In Control Agreement (Attachment II), you shall be entitled to a short term
incentive award for this period pursuant to the terms of the incentive plan with respect
to which such award is issued (Novelis Annual Incentive Plan 2007 -2008 is attached as
Attachment VII). The amount of this award will be inclusive of the one time payment
covered in section (i) below.
	 
	 	f)	 	Tax preparation services: Novelis will provide tax preparation services for the 2007
and 2008 tax years.
	 
	 	g)	 	Separation and Release Agreement: As articulated within the Change In Control
Agreement, the company has prepared the Separation and Release Agreement that is attached
as Attachment X and it updates Attachment IV, Attachment VIII (red-lined version) and
Attachment IX (clean version).
	 
	 	h)	 	Tax Reimbursement – Gross-Up Payment: Attachment XI is the calculation document
reflecting Novelis’s contractual requirements under section 3 (c) of the Change In Control
Agreement, pertaining to the amount of excise tax to be imposed by Section 4999, if any,
and gross-up as determined under Section 280.
	 
	 	i)	 	One Time Payment. The company will provide you with a taxable one time payment of
$50,000, payable by Novelis as soon as is practicable after January 1, 2008 provided you
have executed and have not revoked the Separation and Release Agreement, covering
additional consideration for a release, including but not limited to the 2007 STI
referenced in section (e), reimbursement for certain legal fees, 409A tax consultation
services and similar release-related items. This payment will address all other potential
requests for reimbursement associated with Separation and is reflected as consideration
cited in section 4 (f) of the Separation and Release Agreement Attachment X.




There are two originals of this letter summarizing the termination terms, including all attachments
(a “packet”). Please sign both originals of this letter and both originals of the Separation and
Release Agreement (also included as Attachment X) and return one signed packet to me. You may keep
one original packet for your records.




	 	 	 
	Yours truly,
	 	 
	 
	 	 
	/s/ Robert Virtue
	 	 
	 
	 	 
	Robert Virtue
	 	 
	VP Human Resources
	 	 
	 
	 	 
	Accepted and Agreed:
	 	 
	/s/ David Godsell November 12, 2007


 


	 	 
	 
	 	 
	David
Godsell                           Date: