exv10w22



 








Exhibit 10.22 Alcan Restricted Share Unit Plan, dated 20 September 2006, as amended.




ALCAN




RESTRICTED SHARE UNIT PLAN




 









 





ALCAN




RESTRICTED SHARE UNIT PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	1. PREAMBLE AND DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	2. CONSTRUCTION AND INTERPRETATION
	 	 	6	 
	 
	 	 	 	 
	3. ELIGIBILITY
	 	 	6	 
	 
	 	 	 	 
	4. RSU GRANTS AND RSU ACCOUNTS
	 	 	6	 
	 
	 	 	 	 
	5. ELECTION
	 	 	7	 
	 
	 	 	 	 
	6. TERMINATION OF EMPLOYMENT
	 	 	8	 
	 
	 	 	 	 
	7. CHANGE OF CONTROL EVENT
	 	 	8	 
	 
	 	 	 	 
	8. BENEFICIARY DESIGNATION
	 	 	9	 
	 
	 	 	 	 
	9. CURRENCY
	 	 	9	 
	 
	 	 	 	 
	10. SHAREHOLDER RIGHTS
	 	 	9	 
	 
	 	 	 	 
	11. ADMINISTRATION
	 	 	9	 






ANNEX




A. Award Agreement (for all employees except in France)

B. Award Agreement (for employees in France)

C. Beneficiary Designation Form

D. Change of Beneficiary Form




APPENDIX




1. Subplan for Awards in France





1









 





ALCAN




RESTRICTED SHARE UNIT PLAN



For purposes of the Plan, the following terms are defined as set forth below:





	1.	 	PREAMBLE AND DEFINITIONS






	 	1.1	 	Title
	 
	 	 	 	The Plan herein described shall be called the “Restricted Share Unit Plan” and is referred to herein as the “Plan” dated September 20, 2006, as amended.
	 
	 	1.2	 	Purpose of the Plan




The purpose of the Plan is to foster the long-term financial success of the Company by promoting
alignment of interests between participating executives and shareholders and to attract, retain
and motivate talented executives.





	 	1.3	 	Definitions






	 	1.3.1	 	“Agreement” or “Award Agreement” means any
agreement entered into pursuant to the Plan by which an Award is granted to a
Participant.
	 
	 	1.3.2	 	“Alcan” or “Company” means Alcan Inc., a
Canadian company, and includes any successor or assignee corporation or
corporations whether by amalgamation, merger or otherwise.
	 
	 	1.3.3	 	“Award” means Restricted Share Units granted to a
Participant under the Plan on a Grant Date, and includes the right to receive
dividend equivalents or additional Restricted Share Units credited in relation
thereto as a result of dividends declared on Common Shares. Awards shall be
subject to the terms and conditions of the Plan and shall be evidenced by an
Agreement containing such additional terms and conditions as the Committee
shall deem desirable.
	 
	 	1.3.4	 	“Board” means the Board of Directors of the Company.
	 
	 	1.3.5	 	“Cause” shall mean, for purposes of determining
whether and when a Participant has incurred a Termination of Employment for
Cause, any act or omission which permits the Company or a Subsidiary to
terminate the written employment agreement or arrangement between the
Participant and the Company or Subsidiary, as the case may be, for “cause” as
defined in such agreement or arrangement, or in the event there is no such
agreement or arrangement or the agreement or arrangement does not define the
term “cause,” then “Cause” shall mean any act or failure to act deemed to
constitute “cause” under the Company’s or Subsidiary’s established and applied
practices, policies or guidelines applicable to the Participant.




2









 












	 	1.3.6	 	“Change of Control Event” means any of the following:






	 	1.	 	the acquisition of direct or indirect
beneficial ownership of 50% or more of the Shares of the Company by
any person or group of associated persons acting together or jointly
and in concert;
	 
	 	2.	 	any amalgamation, merger, arrangement,
reorganization or consolidation (or substantially similar
transactions or series of transactions) in respect of the Company,
other than where (a) the Shares of the Company after the transaction
would continue to represent two-thirds or more of the combined voting
securities of the resulting entity, without a concurrent substantial
change in the composition of the Company’s Board, or (b) it is
effected for the purpose of implementing a recapitalization of the
Company, without there also occurring an acquisition of direct or
indirect beneficial ownership of 20% or more of the Shares of the
Company by any person or group of associated persons acting together
or jointly and in concert;
	 
	 	3.	 	the approval by the Company’s shareholders
of a plan for the complete or effective dissolution of the Company;
	 
	 	4.	 	the issuance by the Company of Shares in
connection with an exchange offer acquisition if such issuance
results in the Shareholders holding less than two-thirds of the
combined voting securities of the resulting entity and there is a
concurrent substantial change in the composition of the Company’s
Board;
	 
	 	5.	 	the sale of all or substantially all of the
assets of the Company, other than (a) to an owner or owners of at
least two-thirds of the Company’s Shares, or (b) in a manner so that
the acquirer is thereafter controlled as to at least two-thirds of
its voting securities by the owner or owners of at least two-thirds
of the Company’s Shares, provided in each case that there is no
concurrent substantial change in the composition of the Company’s
Board;
	 
	 	6.	 	the completion of the corporate approvals
necessary on the part of the Company to give effect to any
amalgamation, merger, arrangement, reorganization, continuance or
consolidation (or substantially similar transactions or series of
transactions) in respect of the Company pursuant to which the Company
will not survive as a stand-alone publicly-traded corporation —
without limitation the Company shall be deemed not to have survived
as a stand-alone publicly-traded corporation if (a) there is no
longer a liquid market for the Shares on the Toronto or New York
stock exchanges, (b) more that 50% of the Shares become held by any
person or group of associated persons acting together or jointly and
in concert, or (c) the Company becomes a subsidiary of another
corporation; or
	 
	 	7.	 	any occurrence pursuant to which
individuals who were the incumbent Directors on as of the effective
date of this Plan cease for any reason to constitute at least
two-thirds of the Company’s Board, provided that any individual who
became a Director subsequently whose election or appointment was
approved by at least two-thirds of the incumbent Directors shall also
be considered to be an incumbent Director, but further provided that
no individual elected or appointed initially as a result of an actual
or threatened proxy contest or solicitation of proxies or in
connection with amalgamation, merger, arrangement, reorganization,
consolidation or share exchange acquisition transaction (or
substantially similar transactions or series of transactions) shall
be deemed to be an incumbent Director.






	 	 	 	For the purposes hereof a substantial change in the composition of the
Company’s Board shall be any change involving the departure of at least
three Directors or any other change pursuant to which the Directors in
office prior thereto cease to constitute at least two-thirds of the
members of the Board. In addition, any “change of control event” which
occurs for the purposes of a change of control agreement in force between
the Company and an employee




3









 






	 	 	 	of the Company or one of its subsidiaries as of the date hereof shall be
deemed to be a Change of Control Event hereunder in relation to that
employee.






	 	1.3.7	 	“Committee” means the Human Resources Committee of the
Board or such other committee of the Board as may be designated by the Board.
	 
	 	1.3.8	 	“Common Shares” or “Shares” means the common
shares of the Company whether presently or hereafter issued, and any other
shares or security resulting from adjustment thereof as described hereinafter,
or the common shares of any successor to the Company which is designated for
the purpose of the Plan.
	 
	 	1.3.9	 	“Disability” means the complete permanent inability of
a Participant to perform all of his duties under the terms of his employment
with the Company as determined by the Plan Administrator upon the basis of such
evidence, including independent medical reports and data as the Committee deems
appropriate or necessary.
	 
	 	1.3.10	 	“Deferred Share Unit” or “DSU” means a deferred share unit
granted under the EDSUP.
	 
	 	1.3.11	 	“Election” means the irrevocable election in writing made by a
Participant to cancel some or all of the RSUs in the Participant’s RSU Account
on a particular Vesting Date in exchange for an equity-related investment in
the Company.
	 
	 	1.3.12	 	“Executive Deferred Share Unit Plan” or “EDSUP” means the
Alcan Deferred Share Unit Plan for Executives who are fiscal residents of
Canada, as amended by the Board from time to time.
	 
	 	1.3.13	 	“Fair Market Value” on a particular date shall mean the average of
the closing prices of the Common Shares on that date as reported on the New
York Stock Exchange over the 21 consecutive trading days preceding the
particular date in question.
	 
	 	1.3.14	 	“Grant Date” means the date as of which an Award is granted pursuant
to the Plan.
	 
	 	1.3.15	 	“Participant” means a person who satisfies the eligibility conditions
of Section 3 and to who an Award has been granted by the Committee under the
Plan.
	 
	 	1.3.16	 	“Payment Value” shall mean the value of RSUs under an Award on the
Vesting Date, which shall be calculated based on the Fair Market Value on the
Vesting Date multiplied by the number of RSUs held by the Participant on the
Vesting Date.
	 
	 	1.3.17	 	“Performance Conditions” shall mean those performance conditions, if
any, applicable to an Award as may be set by the Committee at the time of
grant.
	 
	 	1.3.18	 	“Plan Administrator” shall mean Alcan’s Senior Vice President Human
Resources or other person occupying the position as the Company’s senior Human
Resources officer.
	 
	 	1.3.19	 	“Restricted Equity-Related Investment” or “RERI” means a restricted
equity-related investment in the Company, the terms of which shall be set out
in a relevant Appendix to the Plan, which may include restricted Common Shares
but in no case shall include a newly issued Common Share of the Company.
	 
	 	1.3.20	 	“Restricted Share Unit” or “RSU” means a notional unit
representing a conditional right to receive, in exchange therefor on the
Vesting Date, consideration in the form of, as determined by the Committee: i)
Common Shares in a number equal to the




4









 












	 	 	 	number of RSU granted, or ii) cash in an amount equal to the Payment
Value, or iii) RERIs in an amount equal to the number of RSUs in the
Participants RSU Account on the Vesting Date.
	 
	 	1.3.21	 	“Retirement” means, in accordance with the best interests of the
Participant: i) retirement in accordance with the provisions of those employee
benefit plans of the Company or any Subsidiary covering the Participant at the
time of retirement or at any time during which the Participant received an
Award which has not attained its Vesting Date, or ii) the placing of a
terminated Participant on non-active payroll of the Company or any Subsidiary
to permit such Participant to attain retirement age as defined in such employee
benefit plans, or iii) the departure of the Participant from the service of the
Company or any Subsidiary for a reason other than Cause, who at the time of the
Participant’s termination of his employment contract, has attained A) the
retirement age provided in the Participant’s employment contract, or B) the age
of 55 and where the sum of the Participant’s age and continuous years of
service with the Company or any Subsidiary amounts to at least 65 years. For
the purpose of this definition, Retirement includes the concept of early
retirement.
	 
	 	1.3.22	 	“RSU Account” has the meaning ascribed thereto in Section 4.
	 
	 	1.3.23	 	“Subsidiary” means a company controlled, directly or indirectly, by
Alcan.
	 
	 	1.3.24	 	“Termination of Employment” means the occurrence of any act or event
whether pursuant to an employment agreement or otherwise that actually or
effectively causes or results in the person’s ceasing, for whatever reason, to
be an employee of the Company or of any Subsidiary. A Termination of
Employment shall occur with respect to an employee who is employed by a
Subsidiary if the Subsidiary shall cease to be a Subsidiary and the Participant
shall not immediately thereafter become an employee of the Company or another
Subsidiary.
	 
	 	 	 	With respect to any person who is not an employee of the Company or a
Subsidiary, the Agreement shall establish what act or event shall
constitute a Termination of Employment for purposes of the Plan.
	 
	 	1.3.25	 	“Termination Date” means the effective date of a Termination of
Employment and for the purposes of this Plan shall be the date specified by the
Participant in the notice to the Company or its Subsidiaries, or the date
specified in the notice received from the Company or its Subsidiaries.
	 
	 	1.3.26	 	“Vesting Date” means in respect of any Award of Restricted Share
Units, the date when the Award is fully vested, which shall be specified in the
Award Agreement but no later than the day that is the third anniversary of the
Grant Date.
	 
	 	1.3.27	 	“Vesting Period” means in respect of any Award of Restricted Share
Units, the period of time from the Grant Date to the Vesting Date, both days
inclusive.




In addition, certain other terms used herein have definitions given to them in the first place
in which they are used.




5









 









	2.	 	CONSTRUCTION AND INTERPRETATION






	 	2.1	 	In the Plan, references to the masculine include the feminine and reference to
the singular shall include the plural and vice versa, as the context shall require.
	 
	 	2.2	 	The Plan shall be governed by and interpreted in accordance with the laws of
the Province of Quebec and the applicable laws in Canada.
	 
	 	2.3	 	If any provision of the Plan or part thereof is determined to be void or
unenforceable in whole or in part, such determination shall not affect the validity or
enforceability of any other provision or part thereof, subject to the ability of the
Committee to carry out the intent of the Plan in accordance with their reasonable
interpretation of the remaining provisions.
	 
	 	2.4	 	Headings wherever used herein are for reference purposes only and do not limit
or extend the meaning of the provisions herein contained.






	3.	 	ELIGIBILITY






	 	 	Except as herein provided, the persons who shall be eligible to participate in the Plan and
be granted Awards shall be those persons who are employees, or contractors, suppliers,
consultants and other agents of the Company or any Subsidiary, who shall be in a position,
as determined by the Committee, to make contributions to the long term financial success of
the Company.
	 
	 	 	Eligibility to participate in the Plan shall not confer a right to receive an Award. There
shall be no automatic entitlement to any grant of an Award.






	4.	 	RSU GRANTS AND RSU ACCOUNTS






	 	4.1	 	The Committee shall have authority to grant Awards of Restricted Share Units
under the Plan at any time or from time to time, which shall be subject to the
Participant’s satisfaction in full of any conditions, restrictions or limitations
imposed in accordance with the Plan or an Agreement (the terms and provisions of which
may differ from other Agreements) and subject to Section 5 of the Plan.
	 
	 	4.2	 	The effective date of a grant of an Award shall occur as of the date determined
by the Committee. An Award shall be evidenced by, and subject to the terms of, an
Agreement, which shall be executed by the Participant.
	 
	 	4.3	 	Restricted Share Units shall be subject to such terms and conditions as shall
be determined by the Committee, including the following:






	 	4.3.1	 	The grant price of a Restricted Share Unit on the Grant Date
shall be the Fair Market Value on the Grant Date.
	 
	 	4.3.2	 	The Vesting Period of each Restricted Share Unit shall be
fixed by the Committee. Notwithstanding Section 11.4, the Committee may at any
time shorten the Vesting Period of all or part of any Award.






	 	4.4	 	The vesting of an Award may be subject to Performance Conditions set by the
Committee at the time of grant thereof and reflected in the Award Agreement.
	 
	 	4.5	 	An account, to be known as an “RSU Account”, shall be maintained by the Plan
Administrator for each Award received by a Participant and such account will be
credited with grants of RSUs.




6









 












	 	4.6	 	Whenever cash dividends are declared on the Common Shares, equivalent
additional RSUs will be credited to a Participant’s RSU Account and will vest at the
same time and be subject to the same conditions as the Award to which such additional
RSUs relate. The number of additional RSUs will be calculated by dividing the
aggregate amount of dividends that would have been declared and paid to the Participant
if the RSUs in the Participant’s RSU Account had been Common Shares by the Fair Market
Value of a Common Share on the date on which dividends were declared on the Common
Shares multiplied by the amount of RSUs in the Participant’s RSU Account on the date
dividends are declared. The RSUs in the RSU Account will be tabulated and rounded to
six decimal places.






	 	4.7	 	In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash
dividends) of the Company’s assets to shareholders, or any other changes affecting the
Common Shares, proportionate adjustments to reflect such change or changes shall be
made with respect to the number of RSUs outstanding under the Plan, as determined by
the Committee on an equitable basis.






	 	4.8	 	Remittance of the consideration for the RSU shall be made as soon as reasonably
practicable following the Vesting Date and not later than the end of the calendar year
following the third anniversary of the Grant Date.






	5.	 	ELECTION






	 	5.1	 	The Committee shall have the authority to allow Canadian Participants who file
an Election in accordance with the EDSUP to exchange, subject to Section 5.3, some or
all RSUs into DSUs and to receive further DSUs as a Company incentive to encourage the
Participants to commit to an equity-related investment in the Company.
	 
	 	 	 	The Committee shall also have the authority to establish an alternative
equity-related investment in the Company, if permitted by law, that will allow
Participants located in countries other than Canada to file an Election to exchange,
subject to Section 5.3, some or all RSUs into such equity-related investment in the
Company and receive a Company incentive to encourage the Participants to commit to
such exchange. These Participants shall refer to the Appendices to this Plan that
may be adopted from time to time for a description of the equity-related investments
in the Company available to them according to their country of residence.
	 
	 	 	 	The Participant who is a contractor, supplier, consultant or an agent of the Company
or any Subsidiary is not entitled to exchange the Restricted Share Units for DSUs or
another equity-related investment in the Company.
	 
	 	5.2	 	To be effective in respect of an Award, an Election must be filed by the
Participant with the Company prior to the Vesting Date of such Award, as required by
applicable law and as specified in the Award, and may cover some or all of the
Restricted Share Units covered by the Award. Once filed, an Election cannot be revoked
by the Participant.
	 
	 	5.3	 	If a Participant files an Election, provided that the Participant has not
incurred a Termination of Employment on or before the Vesting Date or the date that
would be the Vesting Date as provided in Section 7, the RSUs specified in the Election
that would otherwise vest on the Vesting Date will be cancelled and the Participant
will receive the equivalent value of RSUs either in DSUs together with such further
DSUs or another equity-related investment in the Company together with a Company
incentive that may have been determined to be available by the Committee in accordance
with Section 5.1. DSUs will be granted under the EDSUP and will be subject to the terms
of the EDSUP governing DSUs.
	 
	 	 	 	If a Participant does not file an Election, the RSUs in the RSU Account will be paid
to the Participant in accordance with Section 4.8.




7









 












	6.	 	TERMINATION OF EMPLOYMENT






	 	6.1	 	Termination by Reason of Death or Disability.
	 
	 	 	 	Unless otherwise provided in an Agreement or determined by the Committee, if a
Participant incurs a Termination of Employment by reason of death or Disability, the
Vesting Date for all Restricted Share Units under an Award shall become the date of
death or Disability. The RSUs in the RSU Account will be paid in accordance with
Section 4.8.
	 
	 	6.2	 	Termination by Reason of Retirement.
	 
	 	 	 	Unless otherwise provided in an Agreement or determined by the Committee, if a
Participant incurs a Termination of Employment by reason of Retirement, all
Restricted Share Units under an Award shall continue in existence until the
scheduled Vesting Date. The RSUs in the RSU Account will be paid in accordance with
Section 4.8.
	 
	 	6.3	 	Termination by Reason of Severance.
	 
	 	 	 	Unless otherwise provided in an Agreement or determined by the Committee, if a
Participant incurs a Termination of Employment due to a severance other than for
Cause, including as a result of the discontinuance, liquidation, sale, transfer or
otherwise by the Company or its Subsidiaries of a business owned or operated by the
Company or its Subsidiaries, the Vesting Date for all Restricted Share Units under
an Award shall become the date of the severance. The RSUs in the RSU Account will
be paid in accordance with Section 4.8.
	 
	 	6.4	 	Forfeiture of Restricted Share Units.
	 
	 	 	 	Unless otherwise provided in an Agreement or determined by the Committee, if a
Participant incurs a Termination of Employment that is (a) voluntary on the part of
the Participant (and is not due to Retirement), or (b) a Termination of Employment
for Cause or for any reason other than as set out in Sections 6.1 to 6.3 above, all
Restricted Share Units under an Award shall be forfeited as of the Termination Date.
	 
	 	6.5	 	Agents.
	 
	 	 	 	In the event a contractor, supplier, consultant or other agent of the Company
terminates his or her services to the Company or otherwise ceases to act as an agent
of the Company, the terms and conditions set out in the Award Agreement shall govern
such situation, but in no case will this Award Agreement permit a payment that would
be in contradiction of the three year mandatory payout period described in Section
4.8.






	7.	 	CHANGE OF CONTROL EVENT






	 	 	Upon the occurrence of a Change of Control Event, all RSUs shall become immediately vested
and the date of the Change of Control Event shall become the Vesting Date. The RSUs in the
RSU Account will be paid in accordance with Section 4.8 and the payment will be made within
30 days following the date of the Change of Control Event.




8









 












	8.	 	BENEFICIARY DESIGNATION






	 	8.1	 	Designation of Beneficiary.
	 
	 	 	 	Each Participant may advise the Company in a written designation, on a prescribed
form, the name of the beneficiary who shall be entitled to receive a payout, if any,
with respect to an Award upon his death (Annex C). The Participant may advise the
Company of any change in any such information (Annex D).
	 
	 	 	 	In the event that there shall be no designation of beneficiary made, any amounts to
be paid to the Participant’s beneficiary shall be paid to the Participant’s estate.
	 
	 	8.2	 	Death of Beneficiary.
	 
	 	 	 	In the event that the beneficiary predeceases the Participant, any amounts that
would have been paid to the Participant or the Participant’s beneficiary under the
Plan shall be paid to the Participant’s estate.






	9.	 	CURRENCY






	 	 	All references in the Plan to cash payments refer to payments in lawful U.S. currency, or
such other currency as otherwise determined at the time of payment.






	10.	 	SHAREHOLDER RIGHTS






	 	 	RSUs are not shares and will not entitle a Participant to any shareholder rights, including
without limitation, voting rights, dividend entitlement (except as described in Section 4.6)
or rights on liquidation.






	11.	 	ADMINISTRATION






	 	11.1	 	Unless otherwise determined by the Committee, the Plan shall remain an unfunded
obligation of the Company and its Subsidiaries. If the Committee determines that the
Plan shall be funded, a Subsidiary may elect not to fund its obligations.
	 
	 	11.2	 	Payments required to be made to a Participant in respect of Restricted Share
Units granted in connection with services, employment or otherwise, provided by a
Participant to a Subsidiary shall be paid by such Subsidiary. In the event that a
Participant transfers from one Subsidiary to another during the Vesting Period of any
Award, the Payment Value of such Award shall be paid to the Participant by the latter
Subsidiary on the Vesting Date.
	 
	 	11.3	 	Any required taxes in respect of benefits under the Plan shall be paid by the
Participant.
	 
	 	11.4	 	The Plan or any outstanding Awards may be amended or terminated at any time by
the Committee. However, no such amendment or termination will impair a Participant’s
rights under an Award previously granted under the Plan except with the Participant’s
written consent or to comply with applicable laws.
	 
	 	11.5	 	The Committee shall have full authority, but not limited to, interpret the
Plan, adopt, amend and rescind rules for the administration of the Plan, determine the
size and frequency of Awards, set the terms and conditions of each Award and make all
other decisions and determinations deemed necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate its authority and
responsibilities to the Plan Administrator.




9









 






	 	11.6	 	The exchange of RSUs into DSUs at the Vesting Date in accordance with Section 5
may not be offered to Participants located in countries other than Canada due to tax
laws, securities regulations or other rules. Appendices may be added from time to time
to provide a description of the equity-related investments in the Company made
available to such Participants together with the Company incentives. These Appendices
are an integral part of the Plan once approved by the Committee.






10










 










ANNEX A




Alcan Inc.




SEPTEMBER 2006 RESTRICTED SHARE UNIT AWARD




	 	 	 
	 	 	 

	Employee Name

	 	 






Number of RSUs Granted:




Grant Date:



[•], [•]



 




Alcan Inc. is pleased to grant you this Award of Restricted Share Units in respect of your services
to Alcan Inc. (“Company”) or a Subsidiary of the Company.





	I.	 	Vesting of Restricted Share Units




Subject to the terms and conditions of this letter and the Alcan Restricted Share Unit Plan dated
September 20, 2006, as amended (“Plan”), your Award of Restricted Share Units vests and becomes
payable on [•],[•] (“Vesting Date”).





	II.	 	Payment upon vesting






	 	1.	 	Subject to the terms and conditions of the Plan and paragraphs 2 and 3 below, on the
Vesting Date you will be entitled to receive cash in an amount equal to the Payment Value
of the RSUs awarded using the Fair Market Value of one Alcan Common Share over the 21
trading days prior to the Vesting Date. The Payment Value shall be calculated in U.S.
dollars using the following formula:





	 	 	 	 	 
	The Fair Market Value1 of one Alcan

Common Share over the 21 trading days

immediately preceding the Vesting Date

	 	x
	 	The number of Restricted Share

Units held in your RSU Account

on the Vesting Date







	 	2.	 	Whenever cash dividends are declared on Common Shares, additional RSUs will be credited
to your RSU Account. The number of additional RSUs will be calculated by dividing the
aggregate amount of dividends declared by the Fair Market Value of a Common Share on the
date on which dividends are declared on Common Shares multiplied by the amount of RSUs in
your RSU Account on the date dividends are declared.







 




			
	1	 	Fair Market Value is determined using the
closing price of Common Shares as reported on the New York Stock Exchange.



11









 






	 	3.	 	Payment of the RSUs in your RSU Account will be made to you as soon as reasonably
practicable following the Vesting Date. Provided that there is no interruption in your
service during the Vesting
Period, the obligation to make payment will be that of the Alcan Group entity that employs
you on the Vesting Date.






	III.	 	Additional Company Incentive




On the Vesting Date, you will be entitled to receive a Company incentive if you elect to exchange
some or all your RSUs in your RSU Account into an equity-related investment in the Company in
accordance with the following procedure (“Election”).





	 	1.	 	If you are a Canadian Participant, you will be allowed to irrevocably elect to cancel
some or all of the RSUs in your RSU Account in exchange for the right to receive the same
number of Deferred Share Units (“DSUs”) under the Executive Deferred Share Unit Plan
(“EDSUP”) together with a Company incentive in the form of further DSUs in the amount of
20% of the value of the RSUs that you will exchange.
	 
	 	2.	 	If you are a Participant in a country other than Canada, you will be allowed to
irrevocably elect to cancel some or all of the RSUs in your RSU Account in exchange for the
right to receive the same value in an alternative equity-related investment in the Company
together with a Company incentive, if any, for an amount of 20% of the value of the RSUs
that you will exchange. If you are a resident in a country other than Canada, see the
Appendices of the Plan for a description of the Company incentives available to you that
may be adopted from time to time.
	 
	 	3.	 	To make an Election in respect of a particular Award, eligible Participants must notify
the Company at least 12 months prior to the Vesting Date. Eligibility will be determined on
the basis of your employment as of the date you are required to make the Election. If you
do not provide an Election, the value of your RSUs will be paid in cash on the Vesting
Date. You will not be entitled to receive a cash payment on the Vesting Date with respect
to any RSUs that have been cancelled in accordance with an Election.






	IV.	 	Governing Laws




This Award and all related matters shall be governed by and interpreted in accordance with the laws
of the Province of Quebec and the applicable laws of Canada.





	V.	 	Acknowledgement




I have reviewed the provisions of this Award and the conditions under which it is made; I further
acknowledge that this Award is subject to all terms and conditions of the Plan as it may be amended
in accordance with the terms thereof from time to time; and that there are no arrangements of any
sort, employment or otherwise, outside the strict terms of the Plan and this Award that may affect
this Award; Defined words in the Plan shall have the same meaning when used herein. I confirm my
acceptance of the Award under these provisions and conditions by clicking the “Accept” button
below; this will in turn provide acceptance to this Restricted Share Unit Award. My RSU Account
will be administered by Solium.




12









 








[•], [•]




	 	 	 
	 	 	 

	Plan Administrator

	 	 






Please print out and retain a copy of this Award Agreement for your records.




13









 













ANNEX B




ALCAN INC.




RESTRICTED SHARE UNIT AWARD

(for Employees in France)



 




	 	 	 
	 	 	 

	Employee Name

	 	 






	 	 	 
	Number of RSUs Granted:
	 	 
	Grant Date:

	 	[•], [•]





Alcan Inc. is pleased to grant you this Award of Restricted Share Units in respect of your services
to Alcan Inc. (“Company”) or a Subsidiary of the Company.





	I.	 	Vesting of Restricted Share Units




Subject to the terms and conditions of this letter and the Alcan Restricted Share Unit Plan dated
September 20, 2006, as amended (“Plan”), as amended and the French Subplan (see Appendix 1) for the
Award of Restricted Share Units to French Employees (together the “French Plan”), so as to comply
with the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code and
French employment law, your Award of Restricted Share Units vests and the underlying Shares will be
delivered to you on [•], [•] (“Vesting Date”).





	II.	 	Delivery upon vesting




Subject to the terms and conditions of the French Plan, on the Vesting Date, you will be entitled
to receive only Shares of the Company.



Provided that there is no interruption in your employment with the Company during the Vesting
Period, delivery of the Shares underlying the RSUs will be made to you, as soon as reasonably
practicable following the Vesting Date, in a number equal to the number of Restricted Share Units
vested.





	III.	 	Termination of Employment before the Vesting Date
	 
	(i)	 	Termination of Employment by reason of death




In the event of Termination of Employment by reason of death, your heirs are entitled to request
that the numbers of Shares corresponding to the unvested Restricted Share Units at the date of
death be delivered, provided such request is made within six months as from the date of death.





	(ii)	 	Termination of Employment by reason of Disability




In the event of Termination of Employment by reason of Disability, the Restricted Share Units will
vest on the date of Termination of Employment, provided such accelerated vesting is authorized by
French law. Otherwise, your Restricted Share Units shall continue to vest according to the
scheduled Vesting Date.




14









 









	(iii)	 	Termination of Employment by reason of severance




In the event of Termination of Employment by reason of severance other than for Cause, the
Restricted Share Units shall continue to vest according to the scheduled Vesting Date.





	IV.	 	Dividends equivalents




During the Vesting Period, you are not the holder of Shares and therefore have no shareholders
rights.



However, provided you have not incurred a Termination of Employment on or before the Vesting Date,
if cash dividends are declared on Common Shares during the Vesting Period, dividend equivalents, in
an amount equal to the cash dividend that would have been declared and paid to you if the RSUs had
been Common Shares, will be paid in cash to you at the same time as the delivery of the Shares
underlying the RSUs.



These dividend equivalents, if any, will be disbursed through your payroll in the same manner as
compensation income.





	V.	 	Restriction on disposal




Once delivered, you must hold the Shares during a two-year period (“Holding Period”) beginning on
the date of the delivery of the Shares, except in any event provided for under French law as an
exception to this minimum Holding Period.



After the end of the Holding Period, the Shares may not be sold within the periods as set forth in
Article L. 225-197-1, I of the French Commercial Code. These periods are currently the following:





	 	 	(i) Ten trading days preceding and following the date on which the consolidated financial
statements are published.
	 
	 	 	(ii) The date when Alcan possesses material non-public information and ten trading days
following when this information becomes public.






	VI.	 	Additional Company Incentive and Election




As a Company incentive, on the Vesting Date, you will be entitled to receive additional RSUs, if
you elect, prior to the end of the Vesting Period, to hold voluntarily, the Shares underlying the
RSUs until the date of your Termination of Employment.



To be effective, you must file an election prior to the Vesting Date. Once filed, you may not
revoke an election.



If you file this election, you will receive additional Restricted Share Units, as a Company
incentive, provided you have not incurred a Termination of Employment on or before the Vesting Date
and you are still a French Employee or a Corporate Officer on the Grant Date of these additional
RSU. These additional RSU will be granted with the next annual Restricted Share Units grant
following the Vesting Date will be subject to all the terms and conditions of the French Plan
(two-year Vesting Period beginning on the Grant Date of these additional RSUs). Once delivered to
you, the Shares underlying these additional RSUs will also be required to be held voluntarily after
the end of the Holding Period by you. This voluntary additional Holding Period will end on the date
of your Termination of Employment.





	VII.	 	Governing Laws




This Award and all related matters shall be governed by and interpreted in accordance with the laws
of the Province of Quebec and the applicable laws of Canada.




15









 









	VIII.	 	Acknowledgement




I have reviewed the provisions of this Award and the conditions under which it is made; I further
acknowledge that this Award is subject to all terms and conditions of the French Plan as it may be
amended in accordance with the terms thereof from time to time; and that there are no arrangements
of any sort, employment or otherwise, outside the strict terms of the Plan and this Award that may
affect this Award; Defined words in the Plan shall have the same meaning when used herein.



I confirm that I have received copies of the Plan and of the French Subplan (Appendix 1) for the
Award of RSUs in France in French. I confirm that I have read and fully understood the terms and
conditions of the French Plan and notably the conditions of grant and forfeiture of RSUs.



I confirm my acceptance of the Award under these provisions and conditions by clicking the “Accept”
button below; this will in turn provide acceptance to this Restricted Share Unit Award. My RSU
Account will be administered by Solium.




[•], [•]




	 	 	 
	 	 	 

	Plan Administrator

	 	 








16









 








ANNEX C




ALCAN INC.




RESTRICTED SHARE UNIT PLAN




Beneficiary Designation Form



I,                     , being a Participant of the Restricted Share Unit Plan (RSU Plan),
hereby designate the following person as my Beneficiary for purposes of the RSU Plan and
acknowledge that said person is:




	 	 	 
	Name:

	 	 
	 

	 	 
	Address:

	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




Under the terms of the RSU Plan, I reserve the right to revoke this designation and to
designate another person as my Beneficiary.





	 	 	 
	Signature:

	 	 
	 
	 	 
	Employee Number:
	 	 
	 
	 	 
	Date:
	 	 
	 
	 	 





17









 




ANNEX D




ALCAN INC.




RESTRICTED SHARE UNIT PLAN




Change of Beneficiary Form



I,                     , being a Participant of the Restricted Share Unit Plan (RSU Plan),
hereby revoke the designation of                      as my Beneficiary for purposes of the RSU
Plan and designate instead:




	 	 	 
	Name:

	 	 
	 

	 	 
	Address:

	 	 
	 

	 	 
	 
	 	 

	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




Under the terms of the RSU Plan, I reserve the right to revoke this designation and to
designate another person as my Beneficiary.




	 	 	 
	Signature:

	 	 
	 
	 	 
	Employee Number:
	 	 
	 

	 	 
	Date:

	 	 
	 

	 	 





18









 





APPENDIX 1




ALCAN INC.

RESTRICTED SHARE UNIT PLAN




Subplan for Awards in France



The French Subplan will apply to Participants in the Alcan Inc. Restricted Share Unit Plan (the
“Plan”) who are or may become subject to French taxation (i.e., income tax and/or social security
contributions) as a result of Awards granted under the Plan.



The terms of the Plan, as modified by the French Subplan, constitute the “French Plan”, so as to
comply with the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code
and French employment law. The French Subplan shall be construed and operated with that intention.



The French Subplan should be read in conjunction with the Plan and is subject to the terms and
conditions of the Plan except to the extent that the terms and conditions of the Plan differ from
or conflict with the terms set out in the French Subplan, in which event, the terms set out in the
French Subplan shall prevail.



Under the French Plan, Participants will be granted only Restricted Share Units, as defined in
Sections 1.1 of this French Subplan.



Initially capitalized terms used herein and not defined in Section 1 of this French Subplan shall
have the meanings ascribed to such terms in the Plan.



A grant of Restricted Share Units shall be subject to the terms of the French Plan if the Award
Agreement evidencing such grant refers to the French Plan.



The terms of the French Subplan modify the terms of the Plan as follows.




19









 









	1.	 	Definitions
	 
	1.1.	 	Restricted Share Unit
	 
	 	 	The term “Restricted Share Unit” shall mean a notional unit representing a conditional
right to receive, free of charge, in exchange therefore on the Vesting Date consideration
in the form of Shares of the Company in a number equal to the number of Restricted Share
Units granted, provided the conditions which may be set forth in the applicable Award
Agreement, are satisfied at the Vesting Date.
	 
	1.2.	 	French Employee
	 
	 	 	The term “French Employee” shall mean a current salaried employee resident in France, as
defined by French labor law.
	 
	1.3.	 	Corporate Officer
	 
	 	 	The term “Corporate Officer” shall only mean a corporate officer (“mandataire social”) as
defined in Article L. 225-197-1, II of the French Commercial Code.
	 
	1.4.	 	Share
	 
	 	 	The term “Share” shall mean a Common Share in accordance with Section 1.3.8 of the Plan and
shall not include a newly issued Common Share of the Company.






	2.	 	Eligibility




Only a French Employee, and/or a Corporate Officer of the Company or of a subsidiary having a
capital link as defined in Article L. 225-197-1, II of the
French Commercial Code2, shall
be granted Restricted Share Units pursuant to the French Plan.



Notwithstanding any other provision of the Plan, Restricted Share Units granted under the Plan to
any Employee or Corporate Officer who is holding Shares representing 10% or more of the Company’s
share capital on the Grant Date or who may hold Shares representing 10% or more of the Company’s
share capital due to the grant of Restricted Share Units shall not be deemed to have been granted
pursuant to the French Plan.





	3.	 	Number of Shares granted




The total number of Shares granted freely under the French Plan may not exceed 10% of the Company’s
share capital.



Section 4.3.1. of the Plan shall not apply to Awards to French Employees made in 2006 insofar as
the grant price therefore shall be the Fair Market Value on September 20, 2006.





	4.	 	Grant of Restricted Share Units and delivery of Shares free of charge




Notwithstanding any other provision of the Plan, the Restricted Share Units must be granted and the
Shares exchanged therefor must be delivered free of charge.






 




			
	2	- 	At least 10% of the employer’s
company capital must be held, directly or indirectly, by the issuing company.
	 
	 	- 	The employer’s company must directly or indirectly hold at least 10% of
the issuing company’s capital.
	 
	 	- 	At least 50% of the employer’s company capital must be held, directly
or indirectly, by a company which holds at least 50% of the issuing company’s
capital.



20









 











	5.	 	Minimum Vesting Period during which the Shares can not be delivered




Notwithstanding any other provision of the Plan, Restricted Share Units shall not vest and the
Shares underlying the Restricted Share Units shall not be delivered to Participants before the end
of a minimum two-year period as from the Grant Date, except in the case of any event provided for
under French law as an exception to this minimum Vesting Period, notably in the event of death as
described below in Section 13 of the French Subplan.





	6.	 	Delivery of Shares only




Notwithstanding any other provision of the Plan, only Shares can be delivered to Participants, and
not cash payments or Deferred Share Units.





	7.	 	Delivery of whole number of Shares




Notwithstanding any other provision of the Plan, only whole number of Shares shall be delivered to
Participants.





	8.	 	Definitive delivery of the Shares




Notwithstanding any other provision of the Plan, once delivered on the Vesting Date, Shares shall
be deemed to have been definitively delivered and may not be cancelled or rescinded and the
Participant shall not be required by the Company to restitute the Shares.





	9.	 	Minimum Holding Period




Notwithstanding any other provision of the Plan, once definitively delivered, the Shares must be
held by the Participant during a minimum two-year period (“Holding Period”) beginning on the date
of their delivery to the Participant, except in any event provided for under French law as an
exception to this minimum Holding Period.



Following the Holding Period, a Participant will be entitled to sell the Shares at his own will,
subject to the restrictions described in Section 11 of the French Subplan below.





	10.	 	Dividends equivalents




Notwithstanding any other provision of the Plan and notably Sections 1.3.3 and 4.6 of the Plan, if
dividends are declared on the Common Shares of the Company during the Vesting Period, dividends
equivalents will be paid in cash to the Participants at the same time as the delivery of the
Shares.





	11.	 	Election




Sections 1.3.11 and 5 of the Plan shall not apply to French Employees, for whom the following
provisions will apply.



The Participants will be entitled, prior to the end of the Vesting Period, to elect to hold the
Shares during an additional period after the end of the Holding Period. This additional period will
end on the Termination of Employment date of the Participant. To be effective, a Participant must
file an election to such effect prior to the Vesting Date. Once filed, an election may not be
revoked by the Participant.



If a Participant has filed this election, the Participant will receive additional Restricted Share
Units, as a Company incentive, provided he/she has not incurred a Termination of Employment on or
before the Vesting Date and he/she is still an Employee or a Corporate Officer at the Grant Date of
these additional Restricted Share Units. These additional Restricted Share Units will be granted
with the next annual Restricted Share Units grant following the Vesting Date and will be subject to
all the terms and conditions of the French Plan (and notably a two-year Vesting Period


21









 






beginning on the Grant Date of these additional Restricted Share Units). Once delivered to the
Participant, the Shares underlying these additional Restricted Share Units will also be required to
be held by the Participant during an additional period after the end of the Holding Period. This
additional period will end on the Termination of Employment date of the Participant.





	12.	 	Closed periods during which the Shares can not be sold




Notwithstanding any other provision of the Plan, once delivered, Shares may not be sold within the
periods as set forth in Article L. 225-197-1, I of the French
Commercial Code3.





	13.	 	Termination of Employment by Reason of Death or Disability
	 
	13.1.	 	Termination of Employment by Reason of Death
	 
	 	 	Notwithstanding any other provision of the Plan, in the event of death of a Participant,
his/her heirs are entitled to request that the numbers of Shares corresponding to the
unvested Restricted Share Units at the date of death be delivered after the Vesting Period,
provided such request is made within six months from the date of death.
	 
	13.2.	 	Termination of Employment by Reason of Disability
	 
	 	 	Notwithstanding any provision of the Plan, in the event of Termination of Employment of a
Participant by reason of Disability, the Restricted Share Units will vest on the date of
Termination of Employment, provided such accelerated vesting is authorized by French law.
	 
	14.	 	Termination of Employment by Reason of Severance




Notwithstanding any provision of the Plan, in the event of Termination of Employment of a
Participant by reason of severance other than for Cause, the Restricted Share Units shall continue
to vest according to the scheduled Vesting Date as provided in the Award Agreement.





	15.	 	Change of Control Event




Notwithstanding any provision of the Plan, in the event of Change of Control Event, the Restricted
Share Units shall continue to vest according to the scheduled Vesting Date as provided in the Award
Agreement.





	16.	 	Non-adjustability of the Restricted Share Units




Notwithstanding any other provision of the Plan, the number of Restricted Share Units granted as
well as the number of Shares delivered cannot be modified, except in cases which would be
authorized or rendered compulsory under French law.





	17.	 	Changes to the Plan




The Committee may not change the Plan in any way that affects this French Subplan, the Restricted
Share Units granted or Shares delivered under the French Plan, if the change is inconsistent with
French law and, in particular, French legislation regarding the granting of free shares, as defined
in Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code and French labor law.






 




			
	3	 	These periods are currently the following:
	 
	(i)	 	Ten trading days preceding and following the date on which the
consolidated financial statements are published;
	 
	(ii)	 	The date when Alcan possesses material non-public information and ten
trading days following the date on which this information becomes public.



22









 











	18.	 	Severability




The terms and conditions provided in the French Plan are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable under French law, in whole or in
part, the remaining provisions shall nevertheless be binding and enforceable.





	19.	 	Authorized period of granting




Unless the Plan is terminated earlier by the Committee, no Restricted Share Units shall be granted
under the French Plan after ten years.



 



French Subplan approved by the Committee on December 6, 2006.




23