Deferred Share Agreement between Alcan Inc. and Martha F. Brooks

Summary

This agreement is between Alcan Inc. and Martha F. Brooks, under which the company will grant Ms. Brooks 33,500 shares after she completes three years of employment. The company may issue the shares from its treasury or purchase them on the open market. If Ms. Brooks passes away before the three-year period, the shares will be delivered to her estate within 30 days. The shares are taxable income but are not considered pensionable earnings. The agreement is governed by Ohio law.

EX-10.1 2 ni3241ex101.txt EXHIBIT 10.1 DEFERRED SHARE AGREEMENT This Agreement made as of the 1st day of July 2002, between: ALCANCORP (the "Company") -and- MARTHA F. BROOKS (the "Executive") WHEREAS the Company wishes to employ and retain the Executive; THEREFORE, the parties hereto agree as follows: 1. GRANT OF SHARES The Company will grant to the Executive, 33,500 shares of Alcan Inc. on the third anniversary of his employment date, after having completed 3 years of service. 2. ADMINISTRATION The Company retains the right to either issue the shares from Treasury or to purchase the shares on the open market. The deliverance of the share certificate will trigger a taxable event and the amount will be included in the Executive's taxable income. The amount will not be considered pensionable earnings for purposes of the pension plan. In the event of death of the Executive, prior to the third anniversary, the share certificate will be delivered to the Estate of the Executive within 30 days from date of death. 3. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of Ohio, U.S.A. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ALCAN INC. /s/ Martha F. Brooks --------------------------- Martha F. Brooks (Print) /s/ Gaston Ouellet --------------------------- Gaston Ouellet Senior Vice President - 2 -