exv10w1






Exhibit 10.1









September 4, 2009




Antonio Tadeu Nardocci

R Americo Alves Pereira Filho 487

Unit 21

VI Morumbi

Sao Paulo — SP, 05688, Brazil




Dear Tadeu:



I am pleased to offer you the position of President — Novelis Europe, based in Zurich,
Switzerland, and reporting to me, President & COO, Novelis Inc. This offer is contingent upon the
successful completion of any immigration and work permit requirements of Zurich, Switzerland.





	 	1.	 	STARTING DATE AND DURATION
	 
	 	 	 	The effective date of your assignment to expected to be June 8, 2009, subject to the
aforementioned requirements.
	 
	 	 	 	The term of this assignment is expected to be two to four years.
	 
	 	 	 	The firm Mobility Services International (MSI) will assign to you an International
Assignment Manager (IAM) to assist you with these immigration requirements and with
other relocation matters.
	 
	 	2.	 	STATUS OF EMPLOYMENT
	 
	 	 	 	Your status will be that of an expatriate in Zurich, Switzerland from Sao Paulo, Brazil.
	 
	 	3.	 	COMPENSATION
	 
	 	 	 	Your base compensation and benefits package is designed to provide you with a level of
income and benefits which are similar to those that you would have received in Sao Paulo
in a similar position. Compensation and benefit plans are subject to change from time
to time at the Company’s discretion.




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	 	a.	 	Expatriate Compensation Statement (ECS)
	 
	 	 	 	Attached is your Expatriate Compensation Statement, which reflects the compensation
elements of this assignment. It is sent to you in order that you may understand the
composition of your compensation package. The Expatriate Compensation Statement
will be updated from time to time as conditions change. These adjustments will be
made based on data supplied from our consultant (ORC).
	 
	 	b.	 	Method of Payment
	 
	 	 	 	You will be paid on the Swiss payroll in Zurich. The entire amount of net income
(gross compensation less source deductions) will be disbursed and deposited to you
in Swiss Francs.
	 
	 	c.	 	Position Grade
	 
	 	 	 	Your position will be administered at a salary band Executive A.
	 
	 	d.	 	Base Salary
	 
	 	Your starting base salary will be 411,675 CHF. Your salary will be subject to review
periodically in accordance with Novelis’ salary administration practice in Zurich. We
will also review your salary each January 1 and July 1 to determine if the Swiss Franc
has weakened by 10% or more relative to the Brazilian Reais. In the event the Swiss
Franc does weaken by 10% or more, Novelis will adjust your base salary by the valuation
change in the exchange rate. Going forward from the time of the first adjustment, we
will adjust [up or down] each review period (January 1 and July 1) comparing the
average of the just completed period to the average of the previous period. We will
not, however, adjust your base salary below the stated level above and as increased by
any annual salary increases going forward
	 
	 	e.	 	Expatriate Premium
	 
	 	 	 	You will receive an expatriate premium of 10% of your base salary, net after tax.
This annual amount, 41,168 CHF, will be included with your monthly payroll.
	 
	 	f.	 	Goods & Services Adjustment
	 
	 	 	 	You will receive a net annual allowance of 157,359 CHF to compensate for the
differences in relative costs of goods and services between Sao Paulo, Brazil and
Zurich, Switzerland. We will review and adjust [up or down] the goods and services
allowance twice per year [January 1 and July 1] based on data supplied by our
relocation consultant (ORC). This will be included with your monthly payroll.
	 
	 	g.	 	Incentive Plan






	 	i.	 	Annual Incentive Plan (AIP)
	 
	 	 	 	You will participate in the Annual Incentive Plan (AIP) of Novelis Europe.
The Target Bonus opportunity for your band assignment is 60%.





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	 	ii.	 	Long Term Incentive Plan (LTIP)
	 
	 	 	 	You are eligible to participate in the Long Term Incentive Plan (LTIP) of
Novelis Corporation. Your LTIP opportunity for the FY2010 LTIP Plan will be
$525,000 in the form of SARS.






	 	h.	 	Income Tax Liability/Tax Equalization
	 
	 	 	 	As a Brazilian citizen working in Switzerland, you may be subject to income taxes in
both Brazil and Switzerland. You will be tax equalized to the Brazil level of
taxation. This means that you will not pay more taxes than you would pay if your
employment related income (base salary, annual incentive compensation, long-term
incentive compensation and any taxable allowances such as company car, temporary
accommodation and annual leave) was taxable only in Brazil. If you pay higher taxes
in Switzerland, then Novelis will pay the difference. The amount will be determined
in due time. Additionally, if you hold investments in Brazil that are also taxable
in the Switzerland, your tax liability will be equalized to the Brazilian level of
taxation.






	 	4.	 	BENEFITS






	 	a.	 	Retirement Base
	 
	 	 	 	Brazil will continue to be your retirement base. During this assignment, your work
contract with Novelis Brazil will be suspended.
	 
	 	b.	 	Pension Plan
	 
	 	 	 	You will remain in the Brazilian pension plan and continue to receive credit and
service. As you will not be on the Brazilian payroll, your own contributions to the
pension plan will be discontinued.
	 
	 	c.	 	Social Security
	 
	 	 	 	In order to maintain the continuity of this benefit for your retirement,
contributions to INSS, Novelis Previdencia, FGTS will continue to be made by Novelis
in Brazil. Any employer charges will be paid by Novelis Europe.
	 
	 	 	 	You will also be responsible for social security contributions in Switzerland.
These contributions will be made on your behalf by Novelis Europe. You will not be
subject to double social security contributions.
	 
	 	d.	 	Medical / Dental Plans
	 
	 	 	 	You and your family will be covered for medical and dental insurance under Novelis’
Plan for Expatriates. Details regarding claims for reimbursement may be obtained
from your host country contact. In addition, you will have available to you the
services of S.O.S. International, an independent contract firm that provides
emergency medical advice, referral and if necessary, medical evacuation. A detailed
packet covering these services will be provided to you.






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	 	e.	 	Life Insurance
	 
	 	 	 	You will participate in the Novelis Life Insurance Plan of Brazil during this
assignment.
	 
	 	f.	 	Business Travel Accident Insurance
	 
	 	 	 	You will be covered by the Novelis Business Travel Accident Insurance Plan of Zurich
while on this assignment.
	 
	 	g.	 	Long Term Disability
	 
	 	 	 	You will be covered under the Novelis Long-Term Disability Plan of Brazil during
this assignment.






	 	5.	 	RELOCATION
	 
	 	 	 	Your International Assignment Manager (IAM) will initiate various services for you once
this offer letter is signed. Your IAM will provide you with a Novelis Expense Voucher
to submit your expenses with appropriate receipts. MSI will audit the expense and
process payment to you.






	 	a.	 	Travel
	 
	 	 	 	Business Class travel via the most direct route from Sao Paulo, Brazil to Zurich,
Switzerland, as well as reasonable expenses arising from travel, will be for
Novelis’ account.
	 
	 	b.	 	Temporary Accommodation






	 	i.	 	On arrival
	 
	 	 	 	Upon your arrival in Zurich, Switzerland, and for a period of up to three
months, you may reside in appropriate temporary accommodations. The basic
rental cost of this temporary accommodation for the first three months, as
well as the cost of meals and incidental costs for the first seven days,
will be for Novelis’ account.
	 
	 	ii.	 	Discretionary
	 
	 	 	 	Circumstances may require longer temporary accommodations and must be
discussed with your host country contact in advance.






	 	c.	 	Shipping & Storing of Goods
	 
	 	 	 	Novelis will be responsible for the cost of shipping and/or storing your household
goods and personal affects, as well as for the cost of a small air shipment of
personal affects and soft furnishings from Sao Paulo, Brazil to Zurich, Switzerland.




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	 	d.	 	Settling-In Formalities
	 
	 	 	 	As part of your relocation to Zurich, Switzerland, you will be provided with
assistance in locating housing and completing administrative formalities, such as
obtaining a driver’s license and setting up a bank account. Your local HR
Department in Zurich will provide assistance to you with these matters.
	 
	 	e.	 	Relocation Allowance
	 
	 	 	 	You will be entitled to a relocation allowance of one month’s base salary, net of
tax. Any taxes assessed on this payment will be for Novelis’ account. This
allowance is intended to assist with miscellaneous costs incurred in settling in.
This payment will be made by Novelis Europe in Zurich.
	 
	 	f.	 	Winter Clothing Allowance
	 
	 	 	 	Both you and your spouse will be paid an allowance of 825 CHF, net of tax, to assist
in the purchase of outdoor winter clothing. This payment will be made by Novelis
Europe in Zurich.






	 	6.	 	HOUSING






	 	a.	 	Sao Paulo
	 
	 	 	 	You will be responsible for maintaining your home in Sao Paulo, Brazil while on this
assignment.
	 
	 	b.	 	Zurich
	 
	 	 	 	As long as you are on assignment in Zurich, Switzerland, you will be provided with
rental accommodations up to 7,750 CHF per month, for which the expense will be paid
by the company. You will not be responsible for any taxes on this amount.
Additional property expense will be for your account.






	 	7.	 	AUTOMOBILE






	 	a.	 	Sao Paulo
	 
	 	 	 	It is not advisable to import your car from Sao Paulo to Zurich. Therefore, to
assist you in selling your car(s) in Sao Paulo, Novelis will establish a guaranteed
price for your personal vehicle(s) based on the market resale value, provided your
car(s) are less than eight years old. Upon submission of appropriate documents, you
will be reimbursed for the shortfall, if any, between the Guaranteed Sale Price and
the actual sale price, up to a maximum of 15% of the Guaranteed Sale price.
	 
	 	b.	 	Zurich
	 
	 	 	 	Novelis will lease a company car for your business and personal use, in line with
current Swiss practice for senior executives. Depending on your chosen car level,
there will be a self contribution of 800CHF per month. Person use of a




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	 	 	 	company car is considered a taxable benefit to you. The non cash benefit will be
0.8% of the net purchase price of the car. The amount of your Goods & Services
adjustment includes consideration for the fact that you will make a self
contribution for your company car.






	 	8.	 	LANGUAGE & CROSS CULTURAL TRAINING
	 
	 	 	 	Arrangements can be made for you and your family to attend a program of cross-cultural
training. This program will be customized to your needs and will include information
specific to practices in Zurich, Switzerland, as well as in-depth briefings on culture,
people, etiquette, day-to-day living and health information.
	 
	 	 	 	Arrangements can also be made for you and your family to undertake language lessons.
	 
	 	 	 	Both cross-cultural training and language lessons will be arranged by your local HR
contact in Zurich. All expenses associated with this training and/or language lessons
will be for Novelis’ account.
	 
	 	9.	 	LEAVES






	 	a.	 	Vacation






	 	i.	 	Sao Paulo
	 
	 	 	 	Any vacation or leave entitlements you have accumulated in Brazil should be
cleared before taking this assignment.
	 
	 	ii.	 	Zurich
	 
	 	 	 	Your vacation entitlement during this assignment will be governed by the
Swiss Novelis AG policy. You will be entitled to 30 vacation days per year.






	 	b.	 	Home Leave
	 
	 	 	 	Sao Paulo, Brazil has been designated as your home leave base. You and your family
[your spouse and sons] will be entitled to a total of six round-trip business class
airfare for travel between Zurich, Switzerland and Sao Paulo, Brazil by the most
cost-effective route. Such trips are to be scheduled once every twelve month period
throughout the duration of this assignment, excluding the year in which the
assignment ends. The cost of the airfare will be for Novelis’ account. All other
incidental expenses incurred during such trips will be for your own account.
	 
	 	c.	 	Compassionate Leave
	 
	 	 	 	In addition to the trips outlined above, should a member of your immediate family
not residing with you in Zurich, Switzerland suffer life-threatening illness, injury
or death, assistance will be provided to allow you to be with the relative or attend
to necessary arrangements.






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	 	10.	 	TAX PREPARATION & PLANNING
	 
	 	 	 	It is strongly recommended that you obtain professional tax advice, both in Sao Paulo,
Brazil and in the Zurich, Switzerland, prior to making any major financial decisions
arising from this assignment. You will be provided with the services of professional
tax consultants for the preparation of Sao Paulo, Brazil and Zurich, Switzerland income
tax returns for the fiscal years affected by this assignment. This will be provided by
MSI and coordinated by your International Assignment Manager.
	 
	 	11.	 	CHANGE IN STATUS OF EMPLOYMENT
	 
	 	 	 	In the event that the anticipated duration of this assignment or your position changes
significantly from what is set out in this letter, then the affected terms and
conditions will be reviewed with you. If, at the end of this assignment, you should
accept a permanent position in Zurich, Switzerland, then the benefits provided to you as
an expatriate employee will be discontinued.
	 
	 	12.	 	REPATRIATION
	 
	 	 	 	Upon successful completion of this assignment, you will be repatriated to Brazil. You
may receive an offer of continuing employment within the Novelis Group of Companies for
your consideration at that time. If, at the end of this assignment, there should be no
mutually satisfactory position or location available at that time within Novelis, you
will be repatriated to Sao Paulo, Brazil under normal expatriate terms. The terms and
conditions of your individual Severance Agreement and the terms of the Novelis South
America’s redundancy policy would apply.
	 
	 	13.	 	CONTACTS
	 
	 	 	 	Your International Assignment Manager (IAM) from MSI will be your main contact and
primary source of information during your relocation. Your IAM will provide you with a
Novelis Expense Voucher to submit your expenses to them. MSI will audit the expense and
process payment to you.
	 
	 	 	 	Your contact in the Zurich, Switzerland will be Reiner Pfeiffer, who can be reached at
+41 44 386 2144 or Reiner.Pfeiffer@Novelis.com.
	 
	 	 	 	Your contact in the Sao Paulo, Brazil will be Marisa Oliveira, who can be reached at 55
12 3641-9346 or Marisa.Oliveira@Novelis.com.





Regards,


/s/  Phil
Martens                               9/4/09


 
Phil Martens Date

President & Chief Operating Officer




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Accepted:



/s/  Tadeu
Nardocci                                     9/04/09


 
Tadeu Nardocci Date

President — Novelis Europe




	 	 	 	 	 
	cc:

	 	John Gardner

Reiner Pfeiffer
	 	Otto Silva

Marisa Oliveira







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