EX-10.2 FORM OF NOVELIS LONG-TERM INCENTIVE PLAN








Exhibit 10.2









Novelis — Long-Term Incentive Plan (LTIP) — FY 2009 — FY 2012



Key features of the Scheme:




	 	1.	 	Title and Administration: The scheme shall be referred to as the Novelis Long-Term
Incentive Plan FY 2009 — FY 2012. The scheme will be administered by the Human Resources
team at the Novelis Corporate Office.
	 
	 	2.	 	Performance Period: For this scheme, the performance period will be FY 2009, FY 2010,
FY 2011 and FY 2012. The exact period of assessment will be April 1, 2008 to March 31,
2012.
	 
	 	3.	 	Coverage: The coverage of this scheme will be Grade 38 and above. As of now, this
means that 173 Managers are entitled for coverage under this plan. High potential and
critical resource employees at Grade 37 and below will participate on an exception basis.
	 
	 	4.	 	Pay Opportunity: The target pay opportunity for Grades 38 and above will be as
follows





	 	 	 
	Grade	 	Long-Term Incentive Opportunity in US$	 
	38
	 	$22,000
	39
	 	$31,000
	40
	 	$44,000
	41
	 	$61,000
	42
	 	$83,000
	43
	 	$108,000
	44
	 	$129,000
	45
	 	$171,000
	46
	 	$245,000
	47
	 	$355,000
	48
	 	$500,000
	President and COO
	 	$2,231,000







	 	 	 	While this will be the target pay opportunity by grade, individual amounts may vary, depending
on performance, potential and criticality of role, within the overall budget
	 
	 	5.	 	Pay Design Summary:






	 	a.	 	A work team, with representation from Hindaclo HR, Novelis HR and
Group HR was constituted to put together a work design for LTIP FY2009-12




 









 






	 	b.	 	The work team has proposed a design that is based on the price
movement of Hindalco shares
	 
	 	c.	 	The pay opportunity will be in the form of Stock Appreciation Rights
(SAR’s) with the value of one SAR equivalent to one Hindalco share.
	 
	 	d.	 	The SARs would vest 25% each year for 4 years, subject to performance
criteria being fulfilled.
	 
	 	e.	 	The performance criterion for vesting is actual vs. target
performance of Operating EBITDA for Overall Novelis as approved each year
	 
	 	f.	 	The threshold would be 75% performance of target each year, at which
point 75% of SARs due that year, would vest — there would be straight line
vesting up to 100%
	 
	 	g.	 	Vested SARs could be exercised at any time during the seven-year life
of the plan by the employee.
	 
	 	h.	 	The value of the SARS is dependent on the share price of Hindalco at
the time of exercise
	 
	 	i.	 	Cash payouts will be restricted to a maximum of 2.5 times target if
exercised within one year of vesting.
	 
	 	j.	 	Cash payouts will be restricted to a maximum of 3 times target if
exercised after first year






	 	6.	 	Measures to be used for vesting of SAR’s as part of the LTIP: For FY 2009 — FY 2012,
the SAR’s will vest subject to the actual v/s target Operating EBITDA threshold being met.
Operating EBIDTA has been defined as under :






	 	a.	 	EBITDA: Defined as Net Revenues — COGS without depreciation — S&AE
 — R&D + Realized G/L on Derivatives. A manual documenting how to calculate EBITDA
and various adjustments to be made to the measure will be created and agreed upon
with Novelis and Hindalco executive management. A Committee comprised of the
Novelis President, the Novelis CFO and the Hindalco CFO will consider any
situations not addressed in the manual, such as major acquisitions, divestitures
and restructuring and will recommend any adjustments to the Vice Chairman Novelis
for approval or further consideration by the appropriate authority.






	 	7.	 	Example of Computation of number of SAR’s for the purpose of Grant: The computation
of SAR’s will be as explained in the following example.






	 	a.	 	Target Dollar Opportunity / (Black-Scholes Value [Indian Equivalent]
x current Hindalco share price) = # of Stock Appreciation Rights (SARs)
	 
	 	b.	 	Example:






	 	i.	 	Participant is a Grade 44
	 
	 	ii.	 	Target Opportunity is $129,000
	 
	 	iii.	 	Assume Black Scholes value is 40%




 









 





	 	iv.	 	Assume Hindalco share price on grant date is
200 Rupees and converts to $5.00 per share (assumes exchange rate of
US$1=INR40)
	 
	 	v.	 	$129,000 / (40% x $5.00) = 64,500 SARs priced
at 200 Rupees each
	 
	 	vi.	 	Subject to vesting rules and cap on payout—
participant is entitled to the gain in the market value of Hindalco
shares with each SAR representing the opportunity on one Hindalco share






	 	8.	 	Participation recommendations: For the LTIP FY 2009 — 2012, 156 participants in
grades 38 and above have been recommended for a total target opportunity of $11,650,000.
Additionally, 47 participants below grade 38 have been recommended for a total target
opportunity of $505,000 or less than 5% of the total target opportunity for grades 38 and
above.
	 
	 	9.	 	Other aspects of the plan:






	 	a.	 	Valuation: The Black Scholes method of valuation will be used. This
valuation will be used as an input to arrive at the number of SAR’s to be granted
to employees.
	 
	 	b.	 	Date of Grant: The SAR’s are proposed to be granted on the date of
approval from the Board i.e. June 19, 2008.
	 
	 	c.	 	An individual will be entitled to participate in the LTIP for FY 2009
 — FY 2012 if actively employed no later than June 1, 2008. Employees hired
during FY 2009, are proposed to be treated in the following manner :






	 	i.	 	For those who join between June — September,
target opportunity to be 90% of the target amount for the Grade
	 
	 	ii.	 	For those who join between October — December,
target opportunity to be 75% of the target amount for the Grade
	 
	 	iii.	 	For those who join between January — March,
target opportunity to be 50% of the target amount for the Grade






	 	d.	 	It is not proposed to revise the LTIP Opportunity for existing
employees in the event of a grade change during the year, except in case of
employees who had not been covered under the plan earlier and then move to a role
that is Grade 38 or above during the course of the year.






	 	e.	 	In the event of separation on account of resignation initiated by the
employee, any unvested SAR’s will lapse and vested SAR’s have to be exercised
within 90 days.
	 
	 	f.	 	In the event of retirement, more than one grant from grant date,
SAR’s will continue to vest and must be exercised no later than the 3rd
anniversary following retirement.
	 
	 	g.	 	In the event of death or disability, there will be immediate vesting
of all SAR’s with one year to exercise.
	 
	 	h.	 	Upon change in control being triggered, there would be immediate
vesting and cashout of all SAR’s.