EX-10.1



 Exhibit 10.1 

 
 



 
 Novelis - 2013 Long-Term Incentive Plan (“2013 LTIP”) 

Key features of the plan: 
  

	1.	 Title and Administration: The plan shall be referred to as the 2013 LTIP. The plan will be administered by Novelis Corporate Human Resources.



  

	2.	 Performance Period: For this plan, the performance period will be FY 2013, FY 2014, FY 2015 and FY 2016. The exact period of assessment will
be April 1, 2012 to March 31, 2016. 


  

	3.	 Eligibility: Eligibility for this plan will be Band 5 and above. High potential and critical resource employees at Band 6 and below will
participate on an exception basis. 


  

	4.	 Opportunity: The target opportunity for each Band as approved by the Compensation Committee or the Board as appropriate.



  

	5.	 Plan Design Summary: 


 The opportunity will be in the form of Stock Appreciation Rights (SARs) and Restricted Stock Units (RSUs) with 80% of the opportunity in SARs and 20% of the opportunity in RSUs. 

Details on the SARs: 
  

	 	•	 	 Each SAR will be equivalent to one Hindalco share. 



 

	 	•	 	 The exercise price of the SARs will be determined by using the average of the high and low of the stock price of Hindalco shares on the date
of grant (May 22, 2012). 


  

	 	•	 	 The SARs would vest 25% each year for 4 years, subject to performance criteria being fulfilled. 



 

	 	•	 	 The performance criterion for vesting is actual vs. target performance of Normalized EBITDA for Overall Novelis as approved each year.



  

	 	•	 	 The threshold would be 75% performance of target each year, at which point 75% of all SARs due that year, would vest — there would be
straight line vesting up to 100%. 


  

	 	•	 	 Vested SARs could be exercised and paid in cash at any time during the seven-year life of the plan by the employee.



  

	 	•	 	 The value of the SARs is dependent on the share price of Hindalco at the time of exercise. 



 

	 	•	 	 Cash payouts for SARs will be restricted to a maximum of 2.5 times target if exercised within one year of vesting and a maximum of 3 times
target if exercised after the first year. 


 Details on RSUs: 

 

	 	•	 	 Each RSU will be equivalent to one Hindalco share. 



  









	 	•	 	 The initial value of each RSU will be determined by using the average of the high and low of the stock price of Hindalco shares on the date
of grant (May 22, 2012). 


  

	 	•	 	 The RSUs will vest in full on the third anniversary of the grant, May 22, 2015 at which time the value will be paid in cash to the
participant subject to a cap of 3 times the initial value. 


  

	6.	 Measures to be used for vesting of SARs: The SARs will vest subject to the target Normalized EBITDA threshold being achieved. Normalized
EBIDTA is defined as Net Revenues — COGS without depreciation — S&AE — R&D + Realized G/L on Derivatives. 


  

	7.	 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 SARs to be granted
to employees. 


  

	 	b.	 Date of Grant: The SARs are granted on the date of approval from the Board which is May 22, 2012. 



 

	 	c.	 Hires after May 2012 will be treated in the following manner: 



 

	 	i.	 Employees who join between June 1 and September 30, 2012 will be granted SAR and RSU opportunities at 90% of the target amount for the
employee’s Band. The grant date will be the following October 1 and will be determined by using the average of the high and low of the stock price of Hindalco shares on the date of grant. 



 

	 	ii.	 Employees who join between October 1 and December 31 will be granted SAR and RSU opportunities at 75% of the target amount for the
employee’s Band. The grant date will be the following January 1 and will be determined by using the average of the high and low of the stock price of Hindalco shares on the date of grant. 



 

	 	iii.	 Employees who join between January 1 and March 31 will not be eligible for SAR or RSU opportunities under this plan.



  

	 	d.	 Promotions into an LTI eligible band during the year will be treated in the following manner: 



 

	 	i.	 Employees who are promoted into an eligible band between April 1 and May 30, 2012, will be eligible for a full LTI award in the current
fiscal year. 


  

	 	ii.	 Employees who are promoted into an eligible band between June 1 and September 30, 2012 will be granted SAR and RSU opportunities at 90% of
the target amount for the employee’s Band. The grant date will be the following October 1 and will be determined by using the average of the high and low of the stock price of Hindalco shares on the date of grant.



  

	 	iii.	 Employees who are promoted into an eligible band between October 1 and December 31 will be granted SAR and RSU opportunities at 75% of the
target amount for the employee’s Band. The grant date will be the following January 1 and will be determined by using the average of the high and low of the stock price of Hindalco shares on the date of grant. 



 

	 	iv.	 Employees who are promoted into an eligible band between January 1 and March 31 will not be eligible for SAR or RSU opportunities under
this plan. 


  

	 	e.	 Promotions into a higher LTI eligible band during the year will be treated in the following manner: 



 

	 	i.	 Employees who are promoted into a higher LTI eligible band between April 1 and May 30, 2012 will be eligible for a full LTI award in the
current FY cycle. 



  
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	 	ii.	 Employees who are promoted into a higher LTI eligible band after May 30, will not be eligible for SAR or RSU opportunities under this plan.



  

	8.	 Below are the treatment rules governing separation from the Company: 



 

					
	 Event
	  	 Issue
	  	 LTIP Treatment

	 Death
	  	 SARs — Vesting treatment for unvested SARs
	  	 There will be immediate vesting of all SARs.

			
		  	 SARs — Time allowed to exercise
	  	 One year to exercise, not to exceed the term of the award.

			
		  	 RSUs — Vesting
	  	 RSUs will vest on a prorated* basis and cashed out 30 days following the date of death.

			
	 Disability
	  	 SARs — Vesting treatment for unvested SARs
	  	 There will be immediate vesting of all SARs.

			
		  	 SARs — Time allowed to exercise
	  	 One year to exercise, not to exceed the term of the award.

			
		  	 RSUs — Vesting
	  	 RSUs will vest on a prorated* basis and cashed out 30 days following the date of disability.

			
	 Retirement
	  	 SARs — Vesting treatment for unvested SARs
	  	 If an employee retires more than one year from the date of grant, SARs will continue to vest and must be exercised no later than the third anniversary of
retirement. Previously vested SARs must be exercised prior to the end of the term of the award. In the event Participant terminates employment due to Retirement before May 22, 2013, all unvested SARs shall expire in their entirety at the close
of business on the date of such Retirement.

			
		  	 SARs — Time allowed to exercise
	  	 If an employee retires more than one year from the date of grant, SARs will continue to vest and must be exercised no later than the third anniversary of
retirement. Previously vested SARs must be exercised prior to the end of the term of the award. In the event Participant terminates employment due to Retirement before May 22, 2013, all vested SARs shall expire in their entirety at the close of
business on the date of such Retirement.

			
		  	 RSUs — Vesting
	  	 RSUs will vest on a prorated* basis and the vested portion will be cashed out at the earlier of 6 months following the date of retirement or May 22,
2015.

			
	 Change in Control
	  	 SARs — Vesting treatment for unvested SARs
	  	 There would be immediate vesting of all unvested SARs.

			
		  	 SARs — Time allowed to exercise
	  	 All SARs will be cashed-out 30 days following the change in control.

			
		  	 RSUs — Vesting
	  	 There would be immediate vesting and cash-out of RSUs within 30 days following the change in control.



  
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	 Event
	  	 Issue
	  	 LTIP Treatment

	 Voluntary
	  	 SARs — Vesting treatment for unvested SARs
	  	 Unvested SARs will lapse.

			
		  	 SARs — Time allowed to exercise
	  	 90 days to exercise, not to exceed the term of the award.

			
		  	 RSUs — Vesting
	  	 RSUs will be forfeited.

			
	Involuntary — Not For Cause	  	 SARs — Vesting treatment for unvested SARs
	  	 There would be prorated* vesting.

			
		  	 SARs — Time allowed to exercise
	  	 90 days to exercise, not to exceed the term of the award.

			
		  	 RSUs — Vesting
	  	 RSUs will vest on a prorated* basis and cashed out 30 days following the date of termination (or in the case of an employee who is eligible for retirement
at the time of termination, the earlier of 6 months following the date of separation or May 22, 2015).

			
	 For Cause
	  	 SARs — Vesting treatment for unvested SARs
	  	 Unvested SARs will lapse.

			
		  	 SARs — Time allowed to exercise
	  	 Forfeit

			
		  	 RSUs — Time allowed to exercise
	  	 RSUs will be forfeited

			
		  	 *  Proration — will be determined based on the number of full months completed specific to each
tranche.
	  	

  

	9.	 Interpretation. Novelis shall have the exclusive discretion to interpret and construe the terms and conditions of the plan, including but not
limited to the exclusive discretion to make all decisions regarding eligibility for and the amount of benefits payable under the plan. 


  

	10.	 Definitions. The following terms will have the meaning ascribed to them below. 



 

	 	a.	 Retirement: For the purposes of this plan, retirement is defined as separation from the Company at 65 years of age or a combination of
age and service greater than or equal to 65 with a minimum age of 55. 


  

	 	b.	 Change in Control: For purposes of this plan, a change in control means the first to occur of any of the following events: (i) any
person or entity (excluding any person or entity affiliated with the Aditya Birla Group) is or becomes the beneficial owner, directly or indirectly through any parent entity of the Company or otherwise, of securities of the Company (not including in
the securities beneficially owned by such person or entity any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing 35% or more of
either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or (ii) the majority of the members of the Board of Directors of the Company is replaced during
any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) the consummation of a merger or consolidation of the Company
with any other entity not affiliated with the Aditya Birla Group, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, 50% or more of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation
effected to implement a recapitalization of the Company 



  
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(or similar transaction) in which no person or entity is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such person or entity any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of either the then outstanding
shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or (iv) the sale or disposition of all or substantially all of the Company’s assets, other than a sale or disposition by
the Company of all or substantially all of its assets to a member of the Aditya Birla Group. Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of
integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. For purposes of this Section, “beneficial ownership” shall be determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended. 


  

	11.	 Compliance with §409A of the U.S. Internal Revenue Code of 1986, as amended: To the extent applicable, this plan shall be
interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Notwithstanding anything in this plan to the contrary, all payments and benefits under this plan that would
constitute non-exempt “deferred compensation” for purposes of Section 409A and that would otherwise be payable or distributable hereunder by reason of an individual’s termination of employment, will not be payable or
distributable to individual unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A and applicable regulations (without giving effect to
any elective provisions that may be available under such definition). If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that
constitutes a Section 409A-compliant “separation from service.” Further, to the extent the individual is a “specified employee” within the meaning of Section 409A, then payment may not be made before the date which is
six (6) months after the date of separation from service (or, if earlier, the date of death of individual). 



  
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