exv10w9



 





Exhibit 10.9 Change of Control Agreement dated 1 May 2005 with David McAusland.




CHANGE OF CONTROL AGREEMENT




A G R E E M E N T



Agreement made as of the 1st day of May 2005, by and between Alcan Inc., a corporation
incorporated under the laws of Canada with its registered office at 1188 Sherbrooke Street West,
Montreal, Quebec, Canada H3A 3G2 (the “Corporation”) and David L. McAusland (the “Executive”).



WITNESSETH:




          WHEREAS, the Executive is the Executive Vice President of Alcan Inc.




          WHEREAS, the Corporation believes that the establishment and maintenance of a sound and vital
senior management team is essential to the protection and enhancement of the interests of the
Corporation and its shareholders; and




          WHEREAS, the Corporation also recognizes that the possibility of a Change of Control of the
Corporation (as defined in Section 1 hereof), with the attendant uncertainties and risks, might
result in the departure or distraction of key employees of the Corporation to the detriment of the
Corporation and its shareholders;




          WHEREAS, the Corporation has determined that it is appropriate to take steps to induce key
employees to remain with the Corporation, and to reinforce and encourage their continued attention
and dedication, when faced with the possibility of a Change of Control of the Corporation;



WHEREAS, the Corporation and the Executive have entered into a Change of Control agreement dated 1
August 2001 which expired on 30 April 2005; and



WHEREAS, the Corporation and the Executive now wish to enter into a new Change of Control
agreement.




          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereto hereby agree as follows:





	1.	 	Change of Control shall mean any of the following:






	 	1.1	 	the acquisition of direct or indirect beneficial ownership (as determined
under Rule 13d-3 promulgated under the United States Securities Exchange Act of 1934),
in the aggregate, of securities of the Corporation representing twenty percent (20%)
or more of the combined voting power of the Corporation’s then issued and outstanding
voting securities by any person or entity or group of associated persons or entities
(within the meaning of Section 13(d)(3) or 14(d)(2) of the United States Securities
Exchange Act of 1934) acting jointly or in concert (other than its subsidiaries or any
employee benefit plan of either) (a “Person”), provided that, if a buyback of shares
by the Corporation causes the Person to attain such limit, such limit shall be deemed
not to have been attained without such Person having acquired further voting
securities of the Corporation;




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	 	1.2	 	any amalgamation, merger, arrangement, reorganization or consolidation in
respect of the Corporation (the foregoing shall include, for the purposes of this
Agreement any transaction or series of transactions, such as a share exchange
transaction with the same stated or effective objective) other than:






	 	(a)	 	an amalgamation, merger, arrangement, reorganization or
consolidation which would result in the voting securities of the Corporation
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving or parent entity) two-thirds or more of the combined voting power of
the voting securities of the Corporation or such surviving, combined or parent
entity outstanding immediately after such amalgamation, merger, arrangement,
reorganization or consolidation, without there occurring as a result or in
connection therewith any substantial change in the composition of the
Corporation’s Board of Directors; or
	 
	 	(b)	 	an amalgamation, merger, arrangement, reorganization or
consolidation initiated by the Corporation for the purpose of implementing a
recapitalization of the Corporation (or similar transaction) provided that
pursuant thereto no Person is or becomes the beneficial owner, directly or
indirectly (as determined under Rule 13-d-3 promulgated under the United
States Securities Exchange Act of 1934), of securities representing twenty per
cent (20%) or more of the contained voting power of the voting securities of
the Corporation outstanding immediately after such amalgamation, merger,
arrangement, reorganization or consolidation;






	1.3	 	the approval by shareholders of the Corporation of any plan or proposal for
the complete or effective liquidation or dissolution of the Corporation;
	 
	1.4	 	the issuance by the Corporation of shares in connection with an exchange
offer acquisition (including, for the purposes of this Agreement, a series of
connected exchange offer acquisitions), if such issuance results in the holders of the
Corporation’s principal class of publicly listed voting shares (immediately prior to
the issuance) holding less than two-thirds of the combined voting power of the voting
securities of the Corporation which are outstanding immediately following such
issuance and if there occurs in connection therewith any substantial change in the
composition of the Corporation’s Board of Directors.
	 
	1.5	 	the sale or other disposition of all or substantially all of the assets of
the Corporation other than the sale or other disposition of all or substantially all
of the assets of the Corporation:






	 	(a)	 	to a person or persons who beneficially own, directly or
indirectly, at least two-thirds of the then outstanding common equity of the
Corporation to which are attached at least two-thirds of the combined voting
power of the outstanding voting securities of the acquirer; or
	 
	 	(b)	 	in a manner such that after such sale or other disposition
the acquirer is, directly or indirectly, owned or controlled as to at least
two-thirds of its then outstanding common equity to which are attached at
least two-thirds of the combined voting power of the outstanding voting
securities of the acquirer by shareholders of the Corporation who owned or
controlled, immediately prior to such transaction, at least two-thirds of the
Corporation’s then outstanding common equity to which were attached at least
two-thirds of the combined voting power of the outstanding voting securities
of the acquirer;






	 	 	provided that there does not occur in connection therewith any substantial change
in the composition of the Corporation’s Board of Directors.




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	1.6	 	the completion of the corporate approvals necessary on the part of the
Corporation to give effect to any amalgamation, merger, arrangement, reorganization,
continuance or consolidation in respect of the Corporation (including any transaction
or series of transactions with the same stated or effective objective) pursuant to
which the Corporation will not survive as a stand-alone publicly-traded corporation
(in this regard, but without limitation, the Corporation shall be deemed not to have
survived as a publicly traded corporation should (i) there cease to be a liquid market
for the Corporation’s common shares on an internationally recognized exchange, (ii)
more than fifty percent (50%) of the Corporation’s outstanding common shares to which
are attached more than fifty percent (50%) of the then outstanding combined voting
power of the outstanding securities of the Corporation be held by a single shareholder
or group of shareholders acting jointly or in concert, or (iii) the Corporation become
a subsidiary, as defined in the Canada Business Corporations Act, of another
Corporation);






	1.7	 	any occurrence pursuant to which individuals who, as of the close of business
on the effective date of this Agreement, constitute the Board of Directors (the
“Incumbent Directors”) cease for any reason to constitute at least two-thirds of the
Board; provided that any person becoming a Director subsequent to the close of
business on the effective date of this Agreement, whose election or nomination for
election was approved by a vote of at least two-thirds of the Incumbent Directors then
on the Board of Directors (either by a specific vote or by approval of the Management
Proxy Circular of the Corporation in which such person is named a nominee for
Director, without objection to such nomination) shall be an Incumbent Director; but
further provided, that no individual elected or nominated as a Director of the
Corporation initially as a result of an actual or threatened proxy or election contest
with respect to Directors, as a result of any other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the Board of Directors
or as a result of or in connection with any amalgamation, merger, arrangement,
reorganization, consolidation or share exchange acquisition transaction by the
Corporation with any Person, shall be deemed to be an Incumbent Director;




For the purposes of this Agreement : (i) only the first Change of Control after the date hereof
shall be deemed a Change of Control hereunder; (ii) voting power of securities shall be determined
by reference to the right to vote in respect of the general election of Directors: (iii) a
substantial change in the composition of the Board of Directors of the Corporation shall be any
change involving the immediate confirmed departure of at least three Directors or any other change
pursuant to which the Directors in office immediately prior thereto cease to constitute at least
two-thirds of the members of the Board of Directors; and (iv) no event of Change of Control shall
have occurred if immediately prior thereto the Corporation was in a state of insolvency or in a
position of being protected from its creditors by virtue of any applicable legislation or court
order.





	 	2.	 	Term. This agreement shall commence on the date hereof and shall expire, unless previously terminated as provided herein, on the earliest of






	 	(a)	 	the date of the Executive’s death or termination as a result of Disability,
as defined below;
	 
	 	(b)	 	subject to Section 3 hereof, the date of the retirement or other termination
of the Executive’s employment (voluntarily or involuntarily) with the Corporation
prior to a Change of Control;
	 
	 	(c)	 	if, prior to and without causing a Change of Control, the entity for which
the Executive is then working ceases to be a subsidiary, (as defined in the Canada
Business Corporations Act) of the Corporation; or
	 
	 	(d)	 	two years after written notice by the Corporation to the Executive of the
termination of this Agreement.




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	 	 	Notwithstanding anything in this Agreement to the contrary, if the Corporation becomes
obligated to make any payment to the Executive pursuant to the terms hereof at or prior to
the expiration of this Agreement, then this Agreement shall remain in effect for such
purposes until all of the Corporation’s obligations hereunder are fulfilled. Further, the
provisions of paragraph 9.1 hereunder shall survive and remain in effect notwithstanding
the termination of this Agreement, the termination of the Executive’s employment or any
breach or repudiation of alleged breach or repudiation by the Corporation of this Agreement
or any one or more of its terms.
	 
	 	 	Disability shall have the meaning ascribed to such term in the Corporation’s long-term
disability plan in which the Executive participates. A termination for Disability shall be
deemed to occur when the Executive is terminated by the Corporation by written notice after
the disability is established and the Executive remains disabled.






	 	3.	 	Termination Following Change of Control.
	 
	 	3.1	 	If, and only if, a Change of Control occurs and one of the following occurs :
(i) the Executive’s employment with the Corporation is terminated by the Corporation
without Cause other than for Disability, or (ii) by the Executive for Good Reason,
during the period running from the date of the Change of Control to twenty-four (24)
months after the date of such Change of Control, then the Executive shall be entitled
to the amounts provided in Section 4 upon such termination.
	 
	 	 	 	In addition, notwithstanding the foregoing, in the event the Executive is either
terminated without Cause or terminates employment for Good Reason within three (3)
months prior the occurrence of a Change of Control, such termination shall, upon
the occurrence of a Change of Control, be deemed to be covered under the Agreement
and the Executive shall be entitled to the amounts provided under Section 4 hereof
reduced by any amounts otherwise received in connection with his termination of
employment.
	 
	 	3.2	 	As used in this Agreement, termination for Good Reason shall mean a
termination by the Executive within ninety (90) days after the occurrence of the Good
Reason event, failing which such event shall not constitute Good Reason under this
Agreement. For purposes of this Agreement, “Good Reason” shall mean the occurrence or
failure to cause the occurrence of any of the following events without the Executive’s
express written consent:






	 	(a)	 	any material diminution in the Executive’s duties,
responsibilities, and authority (except in each case in connection with the
termination of the Executive’s employment for Cause or as a result of the
Executive’s death, or temporarily as a result of the Executive’s illness or
other absence,);
	 
	 	(b)	 	a reduction in the Executive’s annual base salary rate;
	 
	 	(c)	 	a relocation of the Executive’s principal business location
to an area outside the country of the Executive’s principal business location
at the time of the Change of Control;
	 
	 	(d)	 	a failure by the Corporation after a Change of Control to
continue any annual Executive Performance Award Plan, program or arrangement
in which the Executive is then entitled to participate (the “Bonus Plans”),
provided that any such plan(s) may be modified at the Corporation’s discretion
from time to time but shall be deemed terminated if (x) any such plan does not
remain substantially in the form in effect prior to such modification and (y)
if plans providing the Executive with substantially similar benefits are not
substituted therefor (“Substitute Plans”), or a failure by the Corporation to
continue the Executive as a participant in the Bonus Plans and Substitute
Plans on at least the same basis as to potential amount of the bonus and the
achievability thereof as the




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	 	 	 	Executive participated immediately prior to any change in such plans of
awards, in accordance with the Bonus Plans and the Substitute Plans;






	 	(e)	 	a failure to permit the Executive after the Change of Control
to participate in cash or equity based long-term incentive plans and programs
other than Bonus Plans on a basis providing the Executive in the aggregate
with an annualized award value in each fiscal year after the Change of Control
at least equal to the aggregate annualized award value being provided by the
Corporation to the Executive under such incentive plans and programs
immediately prior to the Change of Control (with any awards intended not to be
repeated on an annual basis allocated over the years the awards are intended
to cover);
	 
	 	(f)	 	the failure by the Corporation to continue in effect any
employee benefit program such as a saving, pension, excess pension, medical,
dental, disability, accident, life insurance plan or a relocation plan or
policy or any other material plan, program, perquisite or policy of the
Corporation intended to benefit the Executive in which the Executive is
participating at the time of a Change of Control (or programs providing the
Executive with at least substantially similar benefits) other than as a result
of the normal expiration of any such employee benefit program in accordance
with its terms as in effect at the time of a Change of Control, or taking of
any action, or the failure to act, by the Corporation which would adversely
affect the executive’s continued participation in any of such employee benefit
programs on at least as favourable a basis to the Executive as is the case on
the date of a Change of Control; or which would materially reduce the
Executive’s benefits in the future under any of such employee benefit programs
or deprive him of any material benefit enjoyed by the Executive at the time of
a Change of Control;
	 
	 	(g)	 	a material breach by the Corporation of any other written
agreement with the Executive that remains uncured for twenty-one (21) days
after written notice of such breach is given to the Corporation; or
	 
	 	(h)	 	failure of any successor (as defined in Section 10 herein) to
assume in a writing delivered to the Executive the obligations hereunder
within twenty-one (21) days after written notice by the Executive.






	 	 	 	For the purposes of the foregoing, there shall be deemed to have occurred a
material diminution in the duties and responsibilities of an Executive occupying
the position of or performing the functions normally assigned to any of the Chief
Executive Officer or other member of the Office of the President, the Chief
Financial Officer or the Chief Legal Officer in the event of any Change of Control
referred to in any of paragraphs 1.2 to 1.6 (inclusive) above.
	 
	 	3.3	 	As used in this Agreement, the term “Cause” shall mean:






	 	(a)	 	the failure by the Executive to attempt to substantially
perform his or her duties and responsibilities with regard to the Corporation
or any affiliate (other than any such failure resulting from the Executive’s
incapacity due to physical or mental illness of any such actual or anticipated
failure by the Executive for Good Reason, as defined in paragraph 3.2) after
demand for substantial performance is delivered by the Corporation that
specifically identifies the manner in which the Corporation believes the
Executive has failed to attempt to substantially perform his or her duties and
responsibilities and a reasonable time for the Executive to correct or remedy;
	 
	 	(b)	 	the willful engaging by the Executive in misconduct in
connection with the Corporation or its business which is materially injurious
to the Corporation monetarily or otherwise (including but not limited to
conduct which is prohibited by the provisions of Section 9.1 herein); or




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	 	(c)	 	any misappropriation or fraud with regard to the Corporation
or any of the assets of the Corporation (other than good faith expense account
disputes).






	 	 	 	For purposes of this paragraph, no act, or failure to act, on the Executive’s part
shall be considered “willful” unless done or omitted to be done, by him or her not
in good faith and without reasonable belief that his or her action or omission was
in the best interests of the Corporation. In the event that the Executive alleges
that the failure to attempt to perform his or her duties and responsibilities is
due to a physical or mental illness, and thus not “Cause” under paragraph 3.3, the
Executive shall be required to furnish the Corporation with a written statement
from a licensed physician who is reasonably acceptable to the Corporation which
confirms the Executive’s inability to attempt to perform due to such physical or
mental illness. A termination for Cause after a Change of Control shall be based
only on events occurring after such Change of Control; provided, however, the
foregoing limitation shall not apply to an event constituting Cause which was not
discovered by the Corporation prior to a Change of Control.






	4.	 	Compensation Upon Termination.






	 	4.1	 	If the Executive’s employment is terminated for Cause following a Change of
Control or upon the occurrence of a Change of Control the Corporation shall :






	 	(a)	 	pay to the Date of Termination, the Executive’s Base Salary,
the prorated amount of the guideline award under the Corporation’s Executive
Performance Award Plan (EPA) and the cash value of any untaken and accrued
vacations to the Date of Termination. The aggregate amount will be paid
within five (5) days of the Date of Termination;
	 
	 	(b)	 	accrue service under the Corporation’s pension plans to the
Date of Termination;
	 
	 	(c)	 	maintain all other benefits and perquisites in which the
Executive participates to the Date of Termination, but limited to the coverage
in force under those benefit plans on the Date of Notice of Termination; and
	 
	 	(d)	 	not grant any options to purchase shares under the Alcan
Executive Share Option Plan, nor any other long-term incentive plans adopted
by the Corporation, to the Executive between the date of Notice of Termination
and the actual Date of Termination.






	 	4.2	 	In the event of Termination for Cause following a Change of Control, the
Corporation’s obligations to the Executive under this Agreement shall be limited to
those under paragraph 4.1. In all other cases, the Executive shall have each of the
following additional rights and entitlements, to the extent applicable.
	 
	 	 	 	If the Executive’s employment is terminated after the first occurrence of a Change
of Control in a manner described in paragraph 3.1 then, the Executive shall be
entitled, without regard to any contrary provisions of any benefit plan and subject
to any express limitations hereinafter set forth, to severance pay as follows:






	 	(a)	 	an amount equal to 36 times the Executive’s monthly base
salary as of the Date of Termination; and
	 
	 	(b)	 	an amount equal to 36 times the monthly EPA guideline amount
in force as regards the Executive Performance Award Plan as of the Date of
Termination;
	 
	 	(c)	 	an amount payable under the provisions of the TSR Performance
Plan (or its equivalent) in the event of a Change of Control, provided that
the amount payable shall never be less than the amount payable to the
Executive thereunder had he retired on the Date of Termination.




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	 	 	 	Notwithstanding the foregoing, if the Date of Termination is before the Executive’s
declared retirement date and the number of months remaining to such retirement date
is less than the number specified in paragraphs (a) and (b) above, the number
specified in each of sub-paragraphs (a) and (b) above shall be replaced by the
number of months remaining to such retirement date.
	 
	 	4.3	 	The Executive may, in writing, (in the Notice of Termination or otherwise)
direct the Corporation that the severance pay pursuant to the paragraph 4.2 hereof
shall be paid, either:






	 	(a)	 	in a lump sum payable within five (5) days of the Date of
Termination where in such case, all benefit plan coverage cease on such date,
or
	 
	 	(b)	 	in 36 equal monthly installments, (or for a period consistent
with the Corporation’s practices as approved by the Human Resources Committee
of the Board) after having the Executive transferred to the non-active payroll
of the Corporation in which case all benefit plan coverage continue at the
previous level for that same number of months except for coverage under the
Corporation’s short-term and long-term disability plans, vacation program,
eligibility in the Alcan Executive Share Option Plan or any other long-term
incentive plans adopted by the Corporation and perquisite benefit (car,
financial and tax counseling, club membership) all of which shall cease on
Date of Termination.






	 	 	 	Monthly installments paid on the non-active payroll shall be excluded in the
calculation of pensionable earnings while the duration on the non-active payroll
shall be included as service for calculating years of service under the
Corporation’s pension plans.
	 
	 	4.4	 	Any loans owing by the Executive to the Corporation shall become due and
payable as per the terms of the applicable loan agreement.
	 
	 	4.5	 	After the occurrence of a Change of Control, as defined in Section 1, all
options under the Alcan’s Executive Share Option Plan shall become immediately
exercisable and all waiting periods and holding periods, as defined in such plan,
shall be waived.






	5.	 	Notice of Termination. After a Change of Control, any purported termination of the
Executive’s employment (other than by reason of death) shall be communicated by written Notice
of Termination from one party hereto to the other party hereto in accordance with Section 13.
For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall set
forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment. The “Date of Notice of Termination” is the date,
determined in accordance with Section 13 below, when the Notice of Termination is deemed to
have been given.
	 
	6.	 	Date of Termination. “Date of Termination”, with respect to any purported
termination of the Executive’s employment after a Change of Control, shall mean the date
specified in the Notice of Termination. In the case of a termination by the Corporation, the
Date of Termination shall not be less than thirty (30) days after the Change of Control except
in the case of a termination for Cause which shall be the date specified in the Notice of
Termination. In the case of a termination by the Executive for Good Reason, the Date of
Termination shall not be earlier than 90 days after the Change of Control. In the event of
Notice of Termination by the Corporation, the Executive may treat such notice as having a date
of termination at any date between the date of the receipt of such notice and the date of
termination indicated in the Notice of Termination by the Corporation; provided, that the
Executive must give the Corporation written notice of the Date of Termination if he or she
deems it to have occurred prior to the Date of Termination indicated in the notice.




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	7.	 	No Duty to Mitigate/Set-off. The Corporation agrees that if the Executive’s
employment with the Corporation is terminated pursuant to this Agreement during the term of
this Agreement, the Executive shall not be required to seek other employment or to attempt in
any way to reduce any amounts payable to the Executive by the Corporation pursuant to this
Agreement. Further, the amount of any payment or benefit provided for in this Agreement shall
not be reduced by any compensation earned by the Executive or benefit provided to the
Executive as the result of employment by another employer or otherwise. Except as otherwise
provided herein and apart from any disagreement between the Executive and the Corporation
concerning interpretation of this Agreement or any term or provision hereof, the Corporation’s
obligations to make the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any circumstances, including without
limitation, any set-off, counterclaim, recoupment, defense or other right which the
Corporation may have against the Executive.
	 
	8.	 	Service with Subsidiaries or the Corporation. For purposes of this Agreement,
employment by the Corporation or subsidiary (as defined in the Canada Business Corporations
Act) of the Corporation shall be deemed to be employment by the Corporation and references to
the Corporation shall include all such entities, except that the payment obligation hereunder
shall be solely that of the Corporation. A Change of Control, however, as used in this
Agreement, shall refer only to a Change of Control of Alcan Inc.
	 
	9.	 	Confidentiality and Non-Competition Undertakings.






	 	9.1	 	Without prejudice to any other confidentiality undertakings or obligations by
which the Executive may be bound in favor of the Corporation, the Executive shall not
at any time during the term of this Agreement, or thereafter, directly or indirectly,
for any reason whatsoever, communicate or disclose to any unauthorized person, firm or
corporation, or use for the Executive’s own account, without the prior written consent
of the Board of Directors, any proprietary processes, trade secrets or other
confidential data or information of the Corporation and its related and affiliated
companies concerning their businesses or affairs, accounts, products, services or
customers, it being understood, however, that the obligations set forth in this
Section shall not apply to the extent that the aforesaid matters (i) are disclosed in
circumstances in which the Executive is legally required to do so, or (ii) become
known to and available for use by the public other than by the Executive’s wrongful
act or omission.
	 
	 	9.2	 	Upon the occurrence of a Change of Control, any non-competition agreement
between the Corporation and the Executive shall be considered null and void. For the
purposes of this Agreement, a non-competition agreement shall include, without
limitation, any provision restricting the Executive’s freedom to seek or obtain
employment or invest in or advise any corporation or business.






	10.	 	Successors — Binding Agreement. In addition to any obligations imposed by law upon
any successor to the Corporation, the Corporation will require any successor (whether direct
or indirect, by purchase, amalgamation, merger, arrangement, reorganization, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Corporation to
expressly assume and agree in writing to perform this Agreement in the same manner and to the
same extent that the Corporation would be required to perform it if no such succession had
taken place. This Agreement shall inure to the benefit of and be enforceable by the
Executive’s personal or legal representatives, executors, administrators, successors and
heirs. If the Executive shall die after termination of his employment while any amount would
still be payable to the Executive hereunder if the Executive had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the executors, personal representatives or administrators of the Executive’s
estate. This Agreement is personal to




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	 	 	the Executive and neither this Agreement nor any rights hereunder may be assigned by the
Executive.






	11.	 	Miscellaneous. No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing and signed by the
Executive and such officer as may be specifically designated by the Board of Directors. No
waiver by either party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. This Agreement and
the Employment Agreement constitute the entire agreement between the parties hereto pertaining
to the subject matter hereof. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which are
not expressly set forth in this Agreement or the Employment Agreement. This Agreement
supersedes any prior agreement entered into by the parties on the subject matter hereof. All
references to any law shall be deemed also to refer to any successor provisions to such laws.
	 
	12.	 	Counterparts. This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same
instrument.
	 
	13.	 	Notices. Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally, or sent by registered mail, postage prepaid as
follows:






	 	(i)	 	If to the Corporation, to:
	 
	 	 	 	Alcan Inc.

1188 Sherbrooke Street West

Montreal, Quebec

H3A 3G2
	 
	 	 	 	Attention: Corporate Secretary
	 
	 	(ii)	 	If to the Executive, to his last shown address on the books of the Corporation.






	 	 	Any such notice shall be deemed given when so delivered personally, or, if mailed, five
days after the date of deposit in the Canadian mail. Any party may by notice given in
accordance with this Section to the other parties, designate another address or person for
receipt of notices hereunder.
	 
	14.	 	Severability. If any provisions of this Agreement shall be declared to be invalid or
unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof which shall remain in full force and effect.
	 
	15.	 	Legal Fees. In the event the Corporation does not make the payments due hereunder on
a timely basis and the Executive collects any part or all of the payments provided for
hereunder or otherwise successfully enforces the terms of this Agreement by or through -legal
counsel, the Corporation shall pay all costs of such collection or enforcement, including
reasonable legal fees and other reasonable fees and expenses which the Executive may incur.
The Corporation shall pay to the Executive interest at the prime lending rate as announced
from time to time by Royal Bank of Canada on all or any part of any amount to be paid to
Executive hereunder that is not paid when due. The prime rate for each calendar quarter shall
be the prime rate in effect on the first day of the calendar quarter.




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	16.	 	Non-Exclusivity of rights. Except as otherwise specifically provided therein, (i)
nothing in this Agreement shall prevent or limit the Executive’s continuing or future
participation in any benefit, bonus, incentive, equity or other plan or program provided by
the Corporation and for which the Executive may qualify, nor (ii) shall anything herein limit
or otherwise prejudice such rights as the Executive may have under any other currently
existing plan, agreement as to employment or severance from employment with the Corporation or
statutory entitlements, provided, that to the extent such amounts are paid under paragraph 4.2
hereof or otherwise, such amounts shall be offset against any amounts that the Executive is
entitled to under any other program, plan, agreement or statute, including without limitation
the Employment Agreement. Amounts that are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Corporation, at or subsequent to the date
of termination shall be payable in accordance with such plan or program, except as otherwise
specifically provided herein or in the Employment Agreement.
	 
	17.	 	Not an Agreement of Employment. This is not an agreement assuring employment and the
Corporation reserves the right to terminate the Executive’s employment at any time with or
without cause, subject to the Employment Agreement and the payment provisions hereof if such
termination is after, or within three (3) months prior to, a Change of Control, as defined
herein. The Executive acknowledges that he is aware that he shall have no claim against the
Corporation hereunder or for deprivation of the right to receive the amounts hereunder as a
result of any termination that does not satisfy the requirements hereof or as a result of any
other action taken by the Corporation. The foregoing shall not affect the Executive’s rights
under any other agreement with the Corporation.
	 
	18.	 	Governing Law. This Agreement shall be construed, interpreted, and governed in
accordance with the laws of the Province of Quebec.
	 
	19.	 	English Language. The parties hereto declare that they require that this Agreement
and any related documents be drawn up and executed in English.

Les parties déclarent qu’elles requièrent que cette convention ainsi que tous documents
relatifs à cette convention soient rédigés et exécutés en anglais.




IN WITNESS WHEREOF, the Corporation and the Executive have caused this Agreement to be duly
executed.




	 	 	 	 	 
	 	ALCAN INC.

 	 
	 	By:  	/s/ Gaston Ouellet
 	 
	 	Name: 	Gaston Ouellet 	 
	 	 	 	 
	 
	 	EXECUTIVE

 	 
	 	 	/s/ David McAusland
 	 
	 	 	David L. McAusland 	 
	 	 	 
	 




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