EX-10.11






Exhibit 10.11




EXECUTION VERSION




 Management Equity Investment and Incentive Term Sheet




	 	 	 
	Name:

	 	Kyle D. Lorentzen (“you”).
	 
	 	 
	Effective Date:

	 	May 5, 2008.
	 
	 	 
	Term:

	 	Two 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:

	 	Chief Operating Officer of Noranda Aluminum, Inc. (the “Company”).
	 
	 	 
	Base Salary:

	 	$310,000. 
	 
	 	 
	Annual Bonus:

	 	Targeted annual bonus amount is 65% 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 benefit 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 Grant:

	 	As soon as practicable following the date hereof, Noranda
Aluminum Holding Corporation (the “Parent”) will grant you 25,000
shares of Parent common stock (such shares, the “Initial
Shares”). The Initial Shares shall not be taken into account in
computing any benefits or entitlements under any benefit or
incentive plan of the Company, the Parent or their respective
affiliates or agreement between the Company, the Parent or any of
their respective affiliates and you including, without
limitation, this term sheet.
	 
	 	 
	Initial Option Grant:

	 	As soon as practicable following the date hereof, you will be
granted options to purchase 50,000 shares of Parent common stock
(the “Initial Options”). 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 $20.00 per share
of Parent common stock). 



The Initial Options will vest in two categories, provided that
you are employed with the Company and its subsidiaries through
each applicable vesting date:







	 	(i)	 	50% of the Initial Options (“Tranche A Options”) will vest in
equal tranches on each of the 12th, 24th,
36th, 48th and 60th month
anniversaries of the Effective Date; and
	 
	 	(ii)	 	50% of the Initial Options (“Tranche B Options”) will vest
at such time as the Investor realizes at least a 25% annualized
rate of return from the Effective Date (when taking into account
the equity value of the Parent as of immediately after the
Effective Date), based on cash proceeds received by the Investor.





	 	 	 
	 

	 	In the event of a sale of the Parent, all unvested Tranche A
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 Tranche A 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 Initial Options will have a scheduled term of no less than 10






 









 






	 	 	 
	 

	 	years.
	 
	 	 
	Subsequent Share 

Purchase:

	 	During your employment with the Company, you will have the right,
upon notice to the Company of not less than 1 business day, to
purchase an additional number of shares of Parent common stock
equal to the quotient of $250,000 divided by the fair market
value of Parent common stock on the date that you purchase the
Subsequent Shares (the number of shares of Parent common stock
you actually purchase, the “Subsequent Shares”). Your purchase
price per share of the Subsequent Shares (the “Subsequent Shares
Purchase Price”) will be equal to the fair market value of Parent
common stock on the date that you purchase the Subsequent Shares
(such date, the “Subsequent Shares Grant Date”). The Subsequent
Share purchase shall be conditioned upon your execution of a
subscription agreement in substantially the form customarily used
by the Company.
	 
	 	 
	Subsequent Options 

Grant:

	 	In the event that you purchase the Subsequent Shares, the Company
shall grant to you a number of options to purchase shares of
Parent common stock equal to the number of Subsequent Shares you
purchase (such options, the “Subsequent Options”). The
Subsequent Options will have an exercise price equal to the
Subsequent Shares Purchase Price.
	 
	 	 
	 

	 	The Subsequent Options shall be subject to the terms of an option
agreement in substantially the form customarily used by the
Company.
	 
	 	 
	 

	 	The Subsequent Options will vest at such time as the Investor
realizes at least a 30% annualized rate of return from the
Subsequent Shares Grant Date (when taking into account the equity
value of the Parent as of immediately after the Subsequent Shares
Grant Date), based on cash proceeds received by the Investor,
provided that you are employed with the Company and its
subsidiaries through such vesting date.
	 
	 	 
	 

	 	The Subsequent 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 Subsequent Options will have a scheduled term of no less than
10 years.
	 
	 	 
	Right to Repurchase:

	 	In the event that the Company, or its applicable subsidiary,
terminates your employment for Cause or you terminate your
employment without Good Reason prior to May 29, 2014, each of
Apollo Management VI, LP and Apollo Alternative Assets,






 









 






	 	 	 
	 

	 	L.P.
(collectively, the “Investor”) and the Parent shall each have the
right to repurchase all of your common stock (including common
stock that you acquire due to the exercise of Initial Options or
Subsequent Options) at the lesser of (i) fair market value (as
determined by the Board of Directors of the Parent in good faith)
and (ii) your original purchase price (or, with respect to the
Initial Shares, the fair market value on the date of grant). If
your employment is terminated or you resign for any reason other
than the reasons set forth in the prior sentence, the Investor
and the Parent shall each have the right to repurchase all of
your common stock (including common stock that you acquire due to
the exercise of Initial Options or Subsequent Options) at fair
market value.
	 
	 	 
	 

	 	These repurchase rights must generally be exercised within 90
days following your termination of employment. However, if
necessary to avoid liability accounting, the repurchase of shares
you receive in settlement of Initial Options or Subsequent
Options will not take place until six months and one day
following the exercise of such Initial Options or Subsequent
Options. Repurchase rights will expire on an IPO.
	 
	 	 
	Company Shareholder 

Agreement:

	 	You will be party to the existing Parent securityholders
agreement (with respect to which you will enter into an adoption
agreement), a subscription agreement, and an option agreement
providing for, among other things:







	 	•	 	customary tag-along rights (subject to customary
underwriter cutbacks in an IPO) that will permit you to sell your
shares of common stock, on a pro rata basis, in any transaction
following which the Investor disposes of at least 10% of its
position;
	 
	 	•	 	customary drag-along rights which will require you to
sell your shares of common stock, on a pro rata basis, in any
transaction following which the Investor disposes of at least 10%
of its position;
	 
	 	•	 	piggy back registration rights entitling you to register
your shares of Common Stock (or other applicable securities) in
connection with registered offerings, subject to customary
limitations (such as compliance with underwriter cutbacks, no
right to participate in registrations statements on Form S-4 or
S-8, etc.). Piggyback registration rights shall not apply in an
IPO unless the Investor is selling shares in the IPO;




 









 






	 	•	 	permitted transfers for estate-planning purposes; and
	 
	 	•	 	non-compete/non-solicitation provisions.





	 	 	 
	Restrictive Covenants:

	 	Noncompetition with the Company or any of its affiliates and no
hire and nonsolicitation of the Company’s and its affiliates’
employees, independent contractors or customers (including former
employees and independent contractors) as set forth in Section 9
of Parent’s securityholders agreement, except that the
“Restricted Period” shall apply while you are employed by the
Company and for a period of one year after termination of
employment for any reason (two years with respect to any rolled
aluminum manufacturer). Standard ongoing confidentiality
obligation will apply. For the avoidance of doubt, the
restrictive covenants shall survive termination of the term of
employment.
	 
	 	 
	Cause:

	 	For purposes of the foregoing, “Cause” means a termination of
your employment by the Company or any of its subsidiaries based
on (i) your commission of a felony crime or a crime of moral
turpitude, (ii) your willful commission of a material act of
dishonesty involving the Company or any of its affiliates or
subsidiaries, (iii) your material breach of your obligations
under any agreement entered into between you and the Company or
any of its subsidiaries and affiliates, (iv) your willful or
continued failure to perform your material duties, (v) your
material breach of the policies or procedures of the Company or
any of its subsidiaries, or (vi) any other willful misconduct
which causes material harm to the Company or any of its
affiliates or subsidiaries or their business reputations,
including due to any adverse publicity provided, however, that
none of the events described in the foregoing clauses (iii),
(iv), (v) or (vi) shall constitute Cause unless the Company, or
its applicable subsidiary that employs you, has notified you in
writing describing the events which constitute Cause and then
only if you fail to cure such events within fifteen (15) days
after receipt of such written notice (provided that, in the event
such breach is not curable, no notice period shall be required).
	 
	 	 
	Good Reason:

	 	For purposes of the foregoing, “Good Reason” means your voluntary
resignation after any of the following actions are taken by the
Company or any of its subsidiaries without your consent (i) a
material reduction in your base salary or bonus potential (but
not including any diminution related to an across-the-board
compensation reduction applying to senior management of the
Company and its subsidiaries generally), (ii) a material
reduction or adverse change in your title, duties, or
responsibilities each as in effect immediately after the
Effective Date, or (iii) a notice by






 









 






	 	 	 
	 

	 	the Company of non-extension
of the term of employment; provided, however, that none of the
events described in the foregoing clauses (i), (ii) or (iii)
shall constitute Good Reason unless you have notified the
Company, or its applicable subsidiary that employs you, in
writing describing the events which constitute Good Reason and
then only if the Company or such subsidiary fails to cure such
events within thirty (30) days after receipt of such written
notice.






 









 





By signing below, the parties agree that this term sheet will be binding upon the parties and
constitutes a binding commitment on the part of the undersigned executive to purchase the Purchased
Equity.




	 	 	 	 	 	 	 
	 	 	NORANDA ALUMINUM, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ Alan Brown	 	 
	 

	 	 	 	 

Name: Alan Brown
	 	 
	 

	 	 	 	Title: Vice President – Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	NORANDA ALUMINUM HOLDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:	 	/s/ Alan Brown 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alan Brown	 	 
	 

	 	 	 	Title: Secretary and General Counsel	 	 







	 	 
	/s/ Kyle D. Lorentzen	 
	Kyle D. Lorentzen