Novelis Inc. Stock Appreciation Rights Agreement (October 26, 2006)

Summary

This agreement is between Novelis Inc. and a designated participant, granting the participant stock appreciation rights (SARs) under the Novelis Inc. 2006 Incentive Plan. The SARs are split into Premium and Non-Premium types, each with specific vesting schedules and exercise conditions. The agreement outlines when and how the SARs can be exercised, including provisions for termination of employment, retirement, disability, death, or change in control. The participant may receive cash payments based on the increase in share value, and all terms are governed by Georgia law.

EX-10.3 4 ni7712ex103.txt EXHIBIT 10.3 Exhibit 10.3 NOVELIS INC. SARS AGREEMENT Name of Participant: _________________________ Grant Date: October 26, 2006 Total Number of SARs: _________________________ Premium SARs:(Insert number equal to 50% of Total SARs) Non-Premium SARs:(Insert number equal to 50% of Total SARs) Exercise Price Per SAR: $25.53 This Agreement evidences the grant by Novelis Inc. (the "Company") of stock appreciation rights ("SARs") to the above-referenced "Participant" as of the "Grant Date" hereof pursuant to the Novelis Inc. 2006 Incentive Plan (the "Plan"). 1. SARs. The SARs subject to this Agreement shall be comprised of ---- two equal portions: the "Premium SARs" and "Non-Premium SARs". The Premium SARs shall be subject to the additional restrictions set forth in paragraph 2(c) below. Upon exercise, Participant shall be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the Fair Market Value of one Share on the date of exercise over the exercise price per SAR, times (ii) the number of Shares with respect to which the SAR is exercised. The amount payable upon the exercise of such SARs shall be paid in cash. 2. Vesting and Exercise of the SARs. -------------------------------- (a) Vesting Schedule. Subject to the remaining provisions of ---------------- this paragraph, the SARs shall become vested and exercisable in accordance with the following schedule: 25% after one year on October 26, 2007 25% after two years on October 26, 2008 25% after three years on October 26, 2009 25% after four years on October 26, 2010 (b) Manner of Exercise. The SARs may be exercised only by ------------------ Participant (or other proper party in the event of death), subject to the conditions of the Plan and subject to such other administrative rules as the Committee may deem advisable, by delivering a written notice of exercise to the Company or its designee. The notice shall state the number of SARs being exercised and shall be deemed effective upon receipt of such notice by the Company or its designee. Premium SARs will be exercised first, to the extent available, before any Non-Premium SARs are exercised. The SAR may be exercised with respect to any number or all of the SARs as to which it can then be exercised and, if partially exercised, may be so exercised as to the unexercised SARs any number of times during the exercise period as provided herein. (c) Restriction on Premium SARs. In no event may the Premium --------------------------- SARs be exercised unless the Fair Market Value per Share, as of the close of business of the most recent business day preceding the date of exercise, equals or exceeds $28.59 (one hundred twelve percent (112%) of the exercise price per SAR). (d) Effect of Termination of Employment. ----------------------------------- (i) In the event Participant terminates employment for any reason other than Retirement, Cause, Disability or death, (A) the SARs, to the extent vested and exercisable at the time of such termination, shall remain exercisable until the expiration of 90 days after such termination, on which date the SARs shall expire, and (B) the SARs, to the extent not vested and exercisable at the time of such termination, shall expire at the close of business on the date of such termination. (ii) In the event Participant terminates employment due to Retirement on or after October 26, 2007, the SARs shall continue to vest in accordance with paragraph 2(a) above but in all events must be exercised no later than the third (3rd) anniversary following Participant's Retirement. In the event Participant terminates employment due to Retirement before October 26, 2007, the SARs shall expire in their entirety at the close of business on the date of such Retirement. (iii) In the event Participant terminates employment due to death or Disability, the SARs shall become immediately vested and exercisable but in all events must be exercised no later than the first (1st) anniversary following Participant's termination of employment. (iv) In the event of Participant's employment is terminated for Cause, the SARs (regardless of whether or not vested and exercisable at the time of such termination) shall expire in their entirety at the close of business on the date of such termination (or deemed termination). (v) For purposes of this Agreement, "terminates employment," "termination of employment" or any similar reference means the complete severance of Participant's employment relationship with the Company and its affiliates for any reason. Participant will be treated as continuing in the employ of the Company while he or she is on military leave, sick leave or other bona fide leave of absence; provided that Participant's inclusion on the Company's non-active payroll shall not be considered a bona fide leave of absence for purposes of this Agreement. (e) Effect of Change in Control. Notwithstanding anything --------------------------- contained herein to the contrary, if a Change in Control shall occur prior to the vesting date of the SARs, then one hundred percent (100%) of such SARs shall become immediately vested and exercisable, without regard to the restrictions under paragraph 2(c) above with respect to Premium SARs. (f) Latest Date of Exercise. Notwithstanding anything ----------------------- contained herein to the contrary in no event may the SARs be exercised later than October 25, 2013. 3. Waiver of Breach. The waiver by either party of a breach of any ---------------- provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any other or subsequent breach. 4. Participant's Undertaking. Participant hereby agrees to take ------------------------- whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on Participant pursuant to the express provisions of this Agreement and the Plan. Participant further agrees that if he or she is or becomes an insider of the Company for purposes of any applicable securities or other law or the Company's insider trading policy, then the exercise of the SARs shall be subject to restrictions under such law or policy. 2 5. Incorporation of Plan. The terms and provisions of the Plan are --------------------- hereby incorporated into this Agreement as if set forth herein in their entirety. In the event of a conflict between any provision of this Agreement and the Plan, the provisions of the Plan shall control. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Plan. 6. Modification of Rights. The rights of Participant under this ---------------------- Agreement are subject to modification and termination in certain events as provided herein and/or the Plan. 7. Governing Law/Jurisdiction. This Agreement shall be governed -------------------------- under the laws of the State of Georgia without regard to the principles of conflicts of laws. Each party hereto submits to the exclusive jurisdiction of the United States District Court for the District of Georgia (Atlanta, Georgia) and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, trial by jury in any suit, action or proceeding relating to this Agreement. 8. Entire Agreement/Severability. This Agreement and the Plan (and ----------------------------- the other writings referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto. If any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date. This Agreement may be executed in counterparts. NOVELIS INC. By: ______________________________________ Name: ______________________________________ Title: ______________________________________ PARTICIPANT ______________________________________________ Date: ______________________________________ 3