Exhibit 10.1
    

    

    

    
      Management Equity Investment and
      Incentive Term Sheet
    

    
    	
          
            Name:
          

        	
          Robert B. Mahoney
        
	

        	
           
        
	
          
            Effective Date:
          

        	
          May 11, 2009
        
	

        	
           
        
	
          
            Term:
          

        	
          Three years, commencing on the Effective Date, subject to earlier
          termination by either party; term of employment shall automatically
          be renewed for consecutive one-year terms at the end of the initial
          term unless either party gives at least 90 days written notice of
          its intention not to renew prior to the expiration of a term.
        
	

        	
           
        
	
          
            Position:
          

        	
          Chief Financial Officer of Noranda Aluminum, Inc., Noranda
          Intermediate Holding Corporation (the “Company”) and Noranda
          Aluminum Holding Corporation (the “Parent”)
        
	

        	
           
        
	
          
            Location:
          

        	
          You will be based out of the Company’s headquarters in Franklin,
          Tennessee during the regular business work week (i.e., Monday to
          Friday) except for travel on Company business or during vacation or
          holidays.
        
	

        	
           
        
	
          
            Base Salary:
          

        	
          $375,000
        
	

        	
           
        
	
          
            Annual Incentive Bonus:
          

        	
          Targeted annual bonus amount is 60% of base salary, with target
          payout primarily dependent upon achievement of the targets set forth
          for you in the Company’s bonus plan.
        
	

        	
           
        
	
          
            Employee Benefits:
          

        	
          You will participate in the employee benefits plans made available
          to senior executives of the Company.
        
	

        	
           
        
	
          
            Vacation:
          

        	
          You will be entitled to four weeks per annum of paid vacation.
        
	

        	
           
        
	
          
            Severance:
          

        	
          In the event that your employment is terminated by the Company
          without Cause or you resign your employment for Good Reason, subject
          to your execution and non-revocation of a release, the Company will
          pay you (i) severance in an amount equal to your then-current base
          salary for a period of 12 months (the “Severance Period”), and (ii)
          a pro rata portion of your annual bonus with respect to the portion
          of the year in which your termination occurs based on the Company’s
          actual performance for such full year and payable at such time as
          annual bonuses are otherwise paid by the Company. Amounts owed under
          (i) of this paragraph shall be payable in accordance with the
          Company’s regular payroll practices in the same amounts per payroll
          cycle in effect immediately prior to termination until the end of
          the calendar year in which termination occurs and then in a lump sum
          payable in the first month of the year following termination. The
          Company will also provide you (and your eligible dependants)
          continued health benefits during any notice period as if you were
          covered by the Company’s general severance plan for executives.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	

        	
          You will not be entitled to any severance (other than accrued and
          unpaid Base Salary) in the event that your employment with the
          Company is terminated for Cause or you resign without Good Reason.
        
	

        	
           
        
	
          
            Initial Share Purchase:
          

        	
          You will, as of the Effective Date, be permitted to purchase 30,000
          shares of Parent common stock. The purchase price per share will be
          fair market value of the Parent shares at time of purchase
          (currently $1.37 per share).
        
	

        	
           
        
	
          
            Initial Option Grant:
          

        	
          As soon as practicable following the Effective Date, and presuming
          you have made the Initial Share Purchase as described above, you
          will be granted options to purchase 60,000 shares of Parent common
          stock. The Initial Options will have an exercise price equal to the
          fair market value of Parent common stock on the date of grant (which
          is currently $1.37 per share of Parent common stock).
        
	

        	
           
        
	

        	
          The Initial Options will vest according to the schedule below,
          provided that you are employed with the Company and its subsidiaries
          through each applicable vesting date:
        


    

    
    	
           
        	
           
        	
           
        
	

        	
          Effective Anniversary

          
            Vesting Date
          

        	
          Number of Options
        
	

        	
          12th month
        	
          9,000 (15%)
        
	

        	
          24th month
        	
          9,000 (15%)
        
	

        	
          36th month
        	
          12,000 (20%)
        
	

        	
          48th month
        	
          15,000 (25%)
        
	

        	
          60th month
        	
          15,000 (25%)
        
	

        	
          Total
        	
          60,000 (100%)
        


    

    
    	
           
        	
          In the event of a sale of the Parent, all unvested Initial Options
          shall vest on the earlier of (i) the 18-month anniversary of the
          consummation of such sale or (ii) termination of your employment
          without Cause or for Good Reason during such 18-month period. Your
          unvested options will otherwise continue to vest in accordance with
          the schedule set forth above.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
    	

        	
          The Initial Options will generally have a 90-day post-termination
          exercise period (180 days for death or disability), except that all
          options are forfeited on a termination for Cause.
        
	

        	
          The Parent Options will have a scheduled term of no less than 10
          years.
        
	

        	
           
        
	
          
            Relocation:
          

        	
          Relocation benefits provided pursuant to the Noranda Relocation
          Policy for Senior Executives. A copy of that policy is attached for
          your review.
        
	

        	
           
        
	
          
            COBRA Reimbursement:
          

        	
          Due to the fact that the Noranda Health Insurance Program requires a
          60 day waiting period for eligibility, Noranda will reimburse you
          for COBRA premiums which you must pay, if any, to continue your
          medical coverage with your current insurance provider for that 60
          day period.
        


    

    

    

    
      Our offer of employment is contingent upon your completion of a physical
      exam, including substance screening, which the Company will make
      available at your convenience and at Company expense.
    

    
    	
           
        	
          NORANDA ALUMINUM HOLDING CORPORATION
        
	

        	
           
        
	

        	
          
            BY: /s/Alan K. Brown          
          

        
	

        	
          Name: Alan K. Brown, Esq.
        
	

        	
          General Counsel/Vice President- Human Resources
        


    

    
      

      Please signify your acceptance of this offer of employment by signing as
      indicated below.
    

    
      

      

      

      /s/Robert B. Mahoney
Robert B.
      Mahoney