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   Death, Disability or Retirement at any time shall not give rise to any rights tocompensation or benefits under this Agreement.  (b) **Severance Pay.** In accordance with Section 2(a) above, the Company shall pay a lump sum cash amount equal to:    [A x (B + C)] – D, where    “A” equals a multiplier of 2.0;    “B” equals Executive’s annual base salary (including all amounts of such base salary thatare voluntarily deferred under any qualified and non-qualified plans of the Company)determined at the rate in effect as of the date of such termination of employment;    “C” equals Executive’s target short term incentive opportunity for the calendar year inwhich such Change in Control occurs; and    “D” equals the amount of severance payments, if any, paid or payable to Executive by theCompany other than pursuant to this Agreement; it being expressly understood that thepurpose of this deduction is to avoid any duplication of payments to Executive.    Except to the extent payment is required to be delayed pursuant to Section 2(d) below,payment shall be made by the thirtieth (30th) day following the effective dateof the Executive’s termination of employment if such termination occurs after a Change inControl.  (c) **Other Benefits.** (i) If Executive is not eligible for retiree medical benefits and is coveredunder the Company’s group health plan at the time of the termination of employment,the Company shall pay an additional lump sum cash amount for the purpose of assistingExecutive with the cost of post-employment medical continuation coverage equal to: (Cx M) / (1 – T), where    “C” equals the full monthly COBRA premium charged for coverage under theCompany’s group medical plan at Executive’s then current level of coverage;    “M” equals twelve (12) months; and    “T” equals anassumed tax rate of 40%
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   Except to the extent payment is required to be delayed pursuant to Section2(d) below, payment shall be made by the thirtieth (30th) dayfollowing the effective date of the Executive’s termination of employmentif such termination occurs after a Change in Control.  (ii) To the extent available, Executive shall be entitled tocontinue coverage under the Company’s group life plan for a period of twelve(12) months at Executive’s pre-termination level of coverage.  (iii) Executive shall be entitled to twelve (12) months ofadditional credit for benefit accrual and contribution allocation purposesincluding credit for age, service and earnings pro rated over twelve (12)months under the Company’s tax-qualified and non-qualified pension, savings orother retirement plans; provided that if applicable provisions of the Codeprevent payment in respect of such credit under the Company’s tax-qualifiedplans, such payments shall be made under the Company’s non-qualified plans.  (iv) To the extent Executive is not already fully vested under theCompany’s tax-qualified and non-qualified retirement pension, savings andother retirement plans, Executive shall become 100% vested under such plans;provided that if applicable provisions of the Code prevent accelerated vestingunder the Company’s tax-qualified plans, an equivalent benefit shall bepayable under the Company’s non-qualified plans. (d) Notwithstanding the foregoing provisions of this Section 2 or any otherprovision in this Agreement to the contrary, if Executive is a “specified employee”within the meaning of Code Section 409A, then all payments under this Agreement shallbe delayed for a period of six (6) months to the extent required by Section 409A.     3. **Tax Reimbursement.** (a) **Gross-Up Payment.** Notwithstanding anything in this Agreement to thecontrary, in the event it shall be determined that any payment or distribution to orfor the benefit of Executive, whether paid or payable or distributed or distributablepursuant to the terms of this Agreement (other than any payment under this Section 3)or otherwise would be subject to the excise tax imposed by Section 4999 of the Code ora similar section (such payment, a “Change in
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   Control Payment” and such excise tax on all such Change in Control Payments, together withany interest and penalties thereon, collectively the “Excise Tax”), then Executive shall beentitled to receive an additional payment (a “Gross-Up Payment”) in an amount determined bythe Accounting Firm (defined below) such that after payment by Executive of any taxthereon, Executive retains an amount of the Gross-Up Payment equal to the amount of theExcise Tax; provided, however, that if the aggregate value (as determined under Section280G of the Code) of such Change in Control Payments is less than 110% of the product of “3times” the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (suchproduct, the “Golden Parachute Threshold”), then Executive shall not be entitled to anyGross-Up Payment and, instead, the Change in Control Payments shall be reduced so thattheir aggregate value (as so determined) is equal to $1.00 less than the Golden ParachuteThreshold.    For purposes of this Section 3, Executive’s applicable Federal, state and local taxesshall be computed at the maximum marginal rates, taking into account the effect of anyloss of personal exemptions resulting from receipt of the Gross-Up Payment.  (b) **Determinations.** All determinations required to be made under this Section 3, including whether a Gross-Up Payment is required underSection 3(a), and the assumptions to be used in determining theGross-Up Payment, shall be made by such nationally recognizedaccounting firm as the Company may designate in writing prior to aChange in Control (the “Accounting Firm”), which shall providedetailed supporting calculations both to the Company andExecutive within thirty (30) days of the receipt of notice fromExecutive that there has been a Change in Control, or such earliertime as is requested by the Company. In the event that theAccounting Firm is serving as accountant or auditor for the Personeffecting the Change in Control or is otherwise unavailable,Executive may appoint another nationally recognized accountingfirm to make the determinations required hereunder (whichaccounting firm shall then be referred to as the Accounting Firmhereunder). All fees and expenses of the Accounting Firm shall beborne solely by the Company.  (c) **Subsequent Redeterminations.** Unless requested otherwise by the Company, Executive agrees to use reasonable efforts to contest ingood faith any subsequent determination by the Internal RevenueService that Executive owes an amount of Excise Tax greater thanthe amount determined pursuant to Section 3(b), provided thatExecutive shall be entitled to reimbursement by the Company of all
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   fees and expenses reasonably incurred by Executive in contesting suchdetermination. In the event the Internal Revenue Service or any court ofcompetent jurisdiction determines that Executive owes an amount of Excise Taxthat is either greater or less than the amount previously taken into accountand paid under this Section 3, the Company shall promptly reimburseExecutive, or Executive shall promptly reimburse the Company, as the case maybe, the amount of such excess or shortfall. In the case of any payment thatthe Company is required to make to Executive pursuant to the precedingsentence (a “Later Payment”); the Company shall also reimburse Executive anadditional amount such that after payment by Executive of all of Executive’sapplicable Federal, state and local taxes, including any interest andpenalties assessed by any taxing authority, on such additional amount,Executive will retain an amount of Executive’s applicable Federal, state andlocal taxes, including any interest and penalties assessed by any taxingauthority, arising due to the Later Payment. In the case of any reimbursementof Excise Tax that Executive is required to make to the Company pursuant tothe second sentence of this Section 3(c), Executive shall also reimburse theCompany at the amount of any additional payment received by Executive fromthe Company in respect of applicable Federal, state and local taxes on suchrepaid Excise Tax, to the extent Executive is entitled to a refund of (or hasnot yet paid) such Federal, state or local taxes.     4. **Definitions.** Except as otherwise provided under this Agreement, the followingcapitalized terms used within this Agreement shall have the meaning set forth below: (a) “Cause” means only (i) Executive’s conviction of anycrime(whether or not involving the Company) constituting a felony in theapplicable jurisdiction; (ii) willful and material violation oftheCompany’s policies, including, but not limited to those relating tosexual harassment and confidential information; (iii) willfulmisconduct in the performance of Executive’s duties for theCompany; or (iv) willful and repeated failure or refusal to performthe Executive’s material duties and responsibilities which is notremedied within ten (10) days after written demand from the boardof directors to remedy such failure or refusal.  (b) “Change in Control” means the first to occur of any of thefollowingevents: (i) any person or entity (excluding any person orentity affiliated with the Aditya Birla Group) is or becomes thebeneficial owner, directly or indirectly through any parent entity ofthe
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   Company or otherwise, of securities of the Company (not including in the securitiesbeneficially owned by such person or entity any securities acquired directly from theCompany or its affiliates, other than in connection with the acquisition by the Companyor its affiliates of a business) representing 35% or more of either the then outstandingshares of common stock of the Company or the combined voting power of the Company’s thenoutstanding securities; or  (ii) the majority of the members of the Board of Directors of the Company is replaced during any12-month period by directors whose appointment or election is not endorsed by a majority ofthe 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 notaffiliated with the Aditya Birla Group, other than (a) a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately prior to such mergeror consolidation continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity or any parent thereof), incombination with the ownership of any trustee or other fiduciary holding securities under anemployee benefit plan of the Company, 50% or more of the combined voting power of the votingsecurities of the Company or such surviving entity or any parent thereof outstandingimmediately after such merger or consolidation, or (b) a merger or consolidation effected toimplement a recapitalization of the Company (or similar transaction) in which no person orentity is or becomes the beneficial owner, directly or indirectly, of securities of theCompany (not including in the securities beneficially owned by such person or entity anysecurities acquired directly from the Company or its affiliates, other than in connectionwith the acquisition by the Company or its affiliates of a business) representing 50% or moreof either the then outstanding shares of common stock of the Company or the combined votingpower of the Company’s then outstanding securities; or  (iv) the stockholders of the Company approve a plan of complete liquidation or dissolution; or  (v) the sale or disposition of all or substantially all of the Company’s assets, other than asale or disposition by the
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   Company of all or substantially all of its assets to a member of theAditya Birla Group.   Notwithstanding the foregoing, no “Change in Control” shall be deemed tohave occurred if there is consummated any transaction or series ofintegrated transactions immediately following which the record holders ofthe common stock of the Company immediately prior to such transaction orseries of transactions continue to have substantially the sameproportionate ownership in an entity which owns all or substantially all ofthe assets of the Company immediately following such transaction or seriesof transactions.    For purposes of this Section, “beneficial ownership” shall be determined inaccordance with Rule 13d-3 under the Securities Exchange Act of 1934, asamended  (c) “Code” means the Internal Revenue Code of 1986, as amended.Any reference to a section of the Code shall include such sectionand any comparable section or sections of any future legislationthat amends, supplements or supersedes such section.  (d) “Disability” means Executive is permanently and totallydisabledand unable to engage in any substantial gainful activity by reasonof any medically determinable physical or mental impairment whichcan be expected to result in death or which has lasted or can beexpected to last for a continuous period of twelve months.  (e) “Good Reason” means any of the following if it shall occurwithoutExecutive’s express written consent: (i) a material reduction inExecutive’s position, duties, reporting relationships, responsibilities,authority, or status with the Company; (ii) a reduction in Executive’sbase salary and target short term and long term incentiveopportunities in effect on the date hereof or as the same may beincreased from time to time during the term of this Agreement; or(iii) any failure of the Company to comply with its obligations underthis Agreement, in each case which is not remedied within ten (10)days after written demand by Executive to remedy such reductionor failure.  (f) “Retirement” means Executive’s voluntary retirement on or afterqualifying for early or normal retirement under the applicableCompany pension plan in which such Executive participates.     5. **Notice of Termination.** Any termination of Executive’s employment for any reasonshall take effect pursuant to a written notice of termination to the other party. Such notice mustset forth in reasonable detail the facts and circumstances claimed to
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provide a basis for termination of Executive’s employment pursuant to this Agreement. No suchpurported termination of employment shall be effective without such written notice of terminationconforming to the requirements of this Section.     6. **No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.** (a) Executive shall not be required to mitigate damages or theamountof any payment provided for under this Agreement by seeking otheremployment or otherwise, nor shall the amount of any paymentprovided for under this Agreement be reduced by anycompensation earned by Executive as the result of employment byanother employer after Executive’s termination of employment, orotherwise.  (b) The provisions of this Agreement, and any payment provided forhereunder, shall not reduce any amounts otherwise payable, or inany way diminish Executive’s existing rights, or rights which wouldaccrue solely as a result of the passage of time, under anyemployee benefit plan or arrangement providing retirement benefitsor health, life, disability or similar welfare benefits.     7. **Successor to the Company.** (a) The Company will require any successor or assign (whetherdirector indirect, by purchase, merger, consolidation or otherwise) to allor substantially all of the business and/or assets of the Company toabsolutely and unconditionally to assume and agree to perform thisAgreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession orassignment had taken place. Any failure of the Company to obtainsuch assumption and agreement prior to the effectiveness of anysuch succession or assignment shall entitle Executive to terminateExecutive’s employment for Good Reason.  (b) This Agreement shall inure to the benefit of and be enforceablebyExecutive’s personal and legal representatives, executors,administrators, successors, heirs, distributees, devisees andlegatees. If Executive should die while any amounts are stillpayable to him or her hereunder, all such amounts, unlessotherwise provided herein, shall be paid in accordance with theterms of this Agreement to Executive’s devisee, legatee, or otherdesignee, or if there be no such designee, to Executive’s estate.The services to be provided by Executive to the Company underthis Agreement are personal and are not delegable or assignable.
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8. **Notice.** Notices and all other communications provided for in theAgreement shall be in writing and shall be deemed to have been duly given whendelivered or mailed by certified or registered mail, return receipt requested, postageprepaid, as follows:If to the Company:Novelis Inc.