exv10w4






Exhibit 10.4




Long-Term Incentive




Management Objectives and Formula






	 	 	 
	Management Objective:

	 	The applicable Management Objective is average economic value
added (“EVA”) for 2009, 2010 and 2011 (“Average 2009-2011
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 Company’s primary aluminum segment;

	 
	 	 
	 

	 	•    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 2009 — 2011 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 2009, 2010 and 2011, the
Committee will certify EVA for such year based on the
Company’s financial statements.

	 
	 	 
	 

	 	•    Following the end of 2011, the Committee will also
certify (1) the Average 2009-2011 EVA and (2) Average
2009-2011 EVA as a percentage of Target Average 2009-2011 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 2009-2011 EVA and the
Payout Multiplier not later than March 15, 2012.
	 
	 	 
	Administrative Provisions:

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