Exhibit 10.2
NOVELIS INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Name of Participant: __________________________
Grant Date: October 26, 2006
Total Option Shares: __________________________
Premium Option Shares:(Insert number equal to 50% of Total Option Shares)
Non-Premium Option Shares:(Insert number equal to 50% of Total Option Shares)
Exercise Price Per Option Share: $25.53
This Agreement evidences the grant by Novelis Inc. (the "Company") of a
non-qualified stock option to the above-referenced "Participant" as of the
"Grant Date" hereof pursuant to the Novelis Inc. 2006 Incentive Plan (the
"Plan").
1. Option. Participant shall have the option (the "Option") to
------
purchase the Company's Shares at a price per share (the "Exercise Price") and in
the amounts set forth above. The Option Shares subject to this Agreement shall
be comprised of two equal portions: the "Premium Option Shares" and "Non-Premium
Option Shares". The Premium Options Shares shall be subject to the additional
restrictions set forth in paragraph 2(c) below. The Option is not intended to
qualify for federal income tax purposes as an "incentive stock option" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
2. Vesting and Exercise of the Option.
----------------------------------
(a) Vesting Schedule. Subject to the remaining provisions of
----------------
this paragraph, the Option 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 Option 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 Option Shares as to which the Option is being
exercised. Premium Option Shares will be exercised first, to the extent
available, before any Non-Premium Option Shares are exercised. The
exercise of the Option shall be deemed effective upon receipt of such
notice by the Company or its designee and upon payment that complies
with the terms of the Plan and this Agreement. The Option may be
exercised with respect to any number or all of the Option Shares as to
which it can then be exercised and, if partially exercised, may be so
exercised as to the unexercised Option Shares any number of times during
the exercise period as provided herein.
(c) Restriction on Premium Options. In no event may the
------------------------------
Premium Option Shares 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 Option Share).
(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 Option, 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
Option shall expire, and (B) the Option, 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 Option 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 Option shall expire in its 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 Option 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 Option (regardless of whether or not
vested and exercisable at the time of such termination) shall
expire in its 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 Option Shares, then one hundred percent
(100%) of such Option Shares shall become immediately vested and
exercisable, without regard to the restrictions under paragraph 2(c)
above with respect to Premium Option Shares.
(f) Latest Date of Exercise. Notwithstanding anything
-----------------------
contained herein to the contrary, in no event may the Option 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
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, then the exercise of the Option and the disposal of
Shares acquired pursuant to such exercise 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