Exhibit 10.1





Exhibit 10.1




Employment Offer Term Sheet




	 	 	 
	Name:

	 	James H. Cornell
	 
	 	 
	Effective Date:

	 	August 24, 2009 
	 
	 	 
	Term:

	 	Three years, commencing on the Effective Date, subject to earlier termination by either party; term of
employment shall automatically be renewed for consecutive one-year terms at the end of the initial term
unless either party gives at least 90 days written notice of its intention not to renew prior to the
expiration of a term.
	 
	 	 
	Position:

	 	Vice President & General Counsel of Noranda Aluminum, Inc., Noranda Intermediate Holding Corporation
(the “Company”) and Noranda Aluminum Holding Corporation (the “Parent”)
	 
	 	 
	Location:

	 	You will be based out of the Company’s headquarters in Franklin, Tennessee during the regular business
work week (i.e., Monday to Friday) except for travel on Company business or during vacation or
holidays.
	 
	 	 
	Base Salary:

	 	$340,000 
	 
	 	 
	Annual Incentive Bonus:

	 	Targeted annual bonus amount is 60% of base salary, with target payout primarily dependent upon
achievement of the targets set forth for you in the Company’s bonus plan.
	 
	 	 
	Employee Benefits:

	 	You will participate in the employee benefits plans made available to senior executives of the Company.
	 
	 	 
	Vacation:

	 	You will be entitled to four weeks per annum of paid vacation.
	 
	 	 
	Severance:

	 	In the event that your employment is terminated by the Company without Cause or you resign your
employment for Good Reason, subject to your execution and non-revocation of a release, the Company will
pay you (i) severance in an amount equal to your then-current base salary for a period of 12 months
(the “Severance Period”), and (ii) a pro rata portion of your annual bonus with respect to the portion
of the year in which your termination occurs based on the Company’s actual performance for such full
year and payable at such time as annual bonuses are otherwise paid by the Company. Amounts owed under
(i) of this paragraph shall be payable in accordance with the Company’s regular payroll practices in
the same amounts per payroll cycle in effect immediately prior to termination until the end of the
calendar year





 


 









 





	 	 	 
	 

	 	in which termination occurs and then in a lump sum payable in the
first month of the year following termination. The Company will also
provide you (and your eligible dependants) continued health benefits
during any notice period as if you were covered by the Company’s
general severance plan for executives.

You will not be entitled to any severance (other than accrued and
unpaid Base Salary) in the event that your employment with the
Company is terminated for Cause or you resign without Good Reason.
	 
	 	 
	Initial Share Purchase:

	 	You will, as of the Effective Date, be permitted
to purchase 27,200 shares of Parent common stock.
The purchase price per share will be fair market
value of the Parent shares at time of purchase
(currently $1.37 per share).
	 
	 	 
	Initial Option Grant:

	 	As soon as practicable following the Effective
Date, and presuming you have made the Initial
Share Purchase as described above, you will be
granted options to purchase 54,400 shares of
Parent common stock. The Initial Options will
have an exercise price equal to the fair market
value of Parent common stock on the date of grant
(which is currently $1.37 per share of Parent
common stock).
	 
	 	 
	 

	 	The Initial Options will vest according to the
schedule below, provided that you are employed
with the Company and its subsidiaries through each
applicable vesting date:






	 	 	 
	Effective Anniversary	 	 
	Vesting Date	 	Number of Options
	12th month
	 	8,160 (15%)
	24th month
	 	8,160 (15%)
	36th month
	 	10,880 (20%)
	48th month
	 	13,600 (25%)
	60th month
	 	13,600 (25%)
	 
	 	 
	Total
	 	54,400 (100%)
	 
	 	 






	 	 	 
	 

	 	In the event of a sale of the Parent, all unvested Initial Options
shall vest on the earlier of (i) the 18-month anniversary of the
consummation of such sale or (ii) termination of your employment
without Cause or for Good Reason during such 18-month period. Your
unvested options will otherwise continue to vest in accordance with
the schedule set forth above.
	 
	 	 
	 

	 	The Initial Options will generally have a 90-day post-termination
exercise period (180 days for death or disability), except that all
options are forfeited on a termination for Cause.





 


 









 





	 	 	 
	 

	 	The Parent Options will have a scheduled term of no less than 10
years.
	 
	 	 
	Relocation:

	 	Relocation benefits provided pursuant to the Noranda
Relocation Policy for Senior Executives. A copy of
that policy is attached for your review.
	 
	 	 
	COBRA Reimbursement:

	 	Due to the fact that the Noranda Health Insurance
Program requires a 60 day waiting period for
eligibility, Noranda will reimburse you for COBRA
premiums which you must pay, if any, to continue your
medical coverage with your current insurance provider
for that 60 day period.






Our offer of employment is contingent upon your completion of a physical exam, including
substance screening, which the Company will make available at your convenience and at Company
expense.



Noranda Aluminum Holding Corporation









Alan K. Brown




General Counsel/Vice President- Human Resources




Please signify your acceptance of this offer of employment by signing as indicated below.



	 	 	 
	/s/ James H. Cornell
	 	August 7, 2009
	 
	 	 
	James H. Cornell
	 	Date