exv10w5






Exhibit 10.5




2010 Long-Term Incentive




Management Objectives and Formula



	 	 	 
	Management Objective:

	 	The applicable Management Objective is average economic value added
(“EVA”) for 2010, 2011 and 2012 (“Average 2010-2012 EVA”). For each
such year, EVA will equal (1) pre-tax operating income for such year
(“PTOI”) less (2) a percentage 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, subject
to adjustments to:






	 	•	 	Remove the (the secondary aluminum and hedging business units
(formerly Primary Products);
	 
	 	•	 	Remove discontinued operations;
	 
	 	•	 	Eliminate fresh start adjustments for PP&E value and
intangible assets, including the write-up of pre-emergence goodwill;
	 
	 	•	 	Eliminate assets and liabilities of voluntary employee
beneficiary associations;
	 
	 	•	 	Exclude financing items;
	 
	 	•	 	Exclude capital expenditures in progress;
	 
	 	•	 	Add capitalized value of long-term leases;
	 
	 	•	 	Add prorated value of capital projects and acquisitions larger
than 1% of prior year Net Assets;
	 
	 	•	 	Exclude any deferred income tax asset value;
	 
	 	•	 	Exclude mark-to-market 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 LIFO adjustments;
	 
	 	•	 	Exclude mark to market and lower of cost or market adjustments
at the corporate level on metal inventory on hand;
	 
	 	•	 	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 36 months
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; and






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





	 	 	 
	 

	 	The 2010 — 2012 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

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

Which Are Earned:
	 	
•       Following the end of each of 2010, 2011 and 2012, the
Committee will certify EVA for such year based on the Company’s
financial statements.








	 	•	 	Following the end of 2012, the Committee will also certify
(1) the Average 2010-2012 EVA and (2) Average 2010-2012 EVA as a
percentage of Target Average 2010-2012 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 2010-2012 EVA and the Payout
Multiplier not later than March 15, 2013.
	 
	 	 
	Administrative
Provisions:

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