exv10w4






Exhibit 10.4




2011 Long-Term Incentive




Management Objectives and Formula



	 	 	 

	Management Objective:

	 	The applicable Management Objective is average economic value added
(“EVA”) for 2011, 2012 and 2013 (“Average 2011-2013 EVA”). For each
such year, EVA will equal (1) pre-tax operating income of our core
Fabricated Products business, including corporate expenses for such
year (“PTOI”) less (2) 10% of net assets as of the end of the
immediately preceding year (“Net Assets”). 


In determining EVA for a particular year:







	 	(1)	 	Net Assets will equal total assets less total liabilities of our
Consolidated financial statements, subject to adjustments to:






	 	•	 	Remove the secondary aluminum and hedging business units
(formerly Primary Products);
	 
	 	•	 	Remove discontinued operations and legacy environmental
accruals;
	 
	 	•	 	Eliminate fresh start adjustments for PP&E value and
intangible assets, including the write-up of pre-emergence goodwill;
	 
	 	•	 	Remove VEBA related assets and liabilities;
	 
	 	•	 	Exclude financing items;
	 
	 	•	 	Exclude capital expenditures in progress;

	 
	 	•	 	Add prorated value of capital projects and acquisitions larger than 1% of prior year Net Assets except to the extent
necessary to avoid over-stating Net Assets;
	 
	 	•	 	Exclude income tax related assets and liabilities;
	 
	 	•	 	Exclude derivative assets or liabilities associated with
Fabricated Products; and
	 
	 	•	 	Address other items as recommended by the Company’s Chief
Executive Officer and approved by our Committee; and






	 	(2)	 	PTOI will be adjusted to:






	 	•	 	Exclude non-cash LIFO inventory charges (benefits) and
respective non-cash metal gains (losses);
	 
	 	•	 	Exclude non-cash mark to market and lower of cost
or market adjustments;
	 
	 	•	 	Add back depreciation associated with step-down in property,
plant and equipment resulting from the implementation of fresh start
accounting;




 









 












	 	•	 	Amortize the following non-recurring activities over three
calendar years with the first year being the year of the initial
charge if the value exceeds one percent of Net Assets:






	 	•	 	Restructuring charges;
	 
	 	•	 	Gains or losses resulting from asset dispositions;
	 
	 	•	 	Labor stoppage costs; and
	 
	 	•	 	Asset impairment charges,






	 	•	 	Exclude discontinued operations and legacy environmental
income and expenses
	 
	 	•	 	Exclude VEBA income and expense

	 
	 	•	 	Address other items as recommended by the Company’s Chief
Executive Officer and approved by our Committee.





	 	 	 

	 

	 	The 2011 — 2013 average annual EVA target is an amount specified by
the Committee. The payout factor is calculated by dividing the
average annual EVA of each year of the three year performance period
by the average annual target
	 
	 	 
	 

	 	The threshold for vesting performance shares is an annual average
EVA of zero. Payout at the target level (a payout factor of 1) is
50% of the performance shares, 100% of the performance shares are
earned at 2X the average annual EVA target.
	 
	 	 
	Determination of
Number of Performance Shares 

Which Are Earned:

	 	The number of Performance Shares which are earned will be determined
as follows:







	 	•	 	Following the end of each of 2011, 2012 and 2013, the
Committee will certify EVA for such year based on the Company’s
financial statements.
	 
	 	•	 	Following the end of 2013, the Committee will also certify
(1) the Average 2011-2013 EVA and (2) Average 2011-2013 EVA as a
percentage of Target Average 2011-2013 EVA (the “Payout
Multiplier”).
	 
	 	•	 	The number of Performance Shares which are earned will equal
the product (rounded down to the nearest whole number) of (1)
one-half of the number of Performance Shares granted hereunder (the
“Target Performance Shares”) and (2) the Payout Multiplier;
provided, however, such number will not exceed the number of
Performance Shares granted hereunder.





	 	 	 

	 

	 	The Committee will certify the Average 2011-2013 EVA and the Payout
Multiplier not later than March 15, 2014.
	 
	 	 
	Administrative
Provisions:

	 	Additional administrative provisions are reflected in the terms of
the applicable grant documents.