8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest reported event): May 6, 2009
NORANDA ALUMINUM HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-148977	20-8908550
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

801 Crescent Centre Drive, Suite 600, Franklin, Tennessee  37067

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (615) 771-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2009 Noranda Aluminum Holding Corporation (the “Company”) announced the appointment of Robert B. Mahoney to the position of Chief Financial Officer of the Company, effective May 11, 2009.  In connection with Mr. Mahoney’s commencement of employment, Kyle Lorentzen will no longer serve as the Company’s interim Chief Financial Officer and will solely serve as the Company’s Chief Operating Officer.

In connection with Mr. Mahoney’s commencement of employment, the Company entered into a Management Equity Investment and Incentive Term Sheet with Mr. Mahoney.  The term sheet, dated April 22, 2009, becomes effective on May 11, 2009 and provides for a three-year term, with automatic annual renewals upon conclusion of the initial term and thereafter unless either party gives notice of non-renewal at least 90 days prior to a renewal date.

Pursuant to the term sheet, Mr. Mahoney will receive an annual base salary of $375,000 and will be eligible for an annual bonus with a target amount equal to 60% of his annual base salary.

In the event that Mr. Mahoney’s employment is terminated by the Company without “cause” or by Mr. Mahoney for “good reason” (each an, “Involuntary Termination”), subject to his execution and non-revocation of a release of claims against the Company, he would be entitled to (i) 12 months of base salary, payable in accordance with the Company’s regular payroll practices until the end of the calendar year in which the termination occurs, with the remainder payable in a lump sum in January of the year following termination, (ii) a prorated annual bonus for the year of termination, based on actual performance, and (iii) continued health benefits for him and his eligible dependents during any notice period as if he were covered by the Company’s general severance plan for executives.

In connection with entering into the term sheet, Mr. Mahoney will be permitted to purchase up to 30,000 shares of the Corporation’s common stock at fair market value at the time of purchase.  In the event that Mr. Mahoney purchases shares, the Company will grant Mr. Mahoney stock options in respect of 60,000 shares of Company common stock.  Subject to Mr. Mahoney’s continued service with the Company and its subsidiaries through each applicable vesting date, a percentage of his options will vest on the first five anniversaries of his commencement of employment as follows: 15% on the first and second anniversaries, 20% on the third anniversary and 25% on the fourth and fifth anniversaries.  The terms of Mr. Mahoney’s investment and stock options are otherwise generally similar to those applicable to those of other Company employees who hold stock options and have purchased Company common stock.

The foregoing description of the term sheet does not purport to be complete and is qualified in its entirety by reference to the term sheet, which is attached hereto as Exhibit 10.1, and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Management Equity Investment and Incentive Term sheet, dated April 22, 2009, between Noranda Aluminum Holding Corporation and Robert B. Mahoney

SIGNATURES

This report has been signed by the following person on behalf of Noranda Aluminum Holding Corporation in the capacity and on the date indicated.

	NORANDA ALUMINUM HOLDING CORPORATION
May 6, 2009	By: /s/ Alan K. Brown
	Alan Brown
	General Counsel/Vice President- Human Resources

EXHIBIT INDEX

Exhibit Number	Description
10.1	Management Equity Investment and Incentive Term Sheet, dated April 22, 2009, between Noranda Aluminum Holding Corporation and Robert B. Mahoney

EX-10.1

Exhibit 10.1

Management Equity Investment and Incentive Term Sheet

Name:	Robert B. Mahoney
Effective Date:	May 11, 2009
Term:	Three 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 Financial Officer of Noranda Aluminum, Inc., Noranda Intermediate Holding Corporation (the “Company”) and Noranda Aluminum Holding Corporation (the “Parent”)
Location:	You will be based out of the Company’s headquarters in Franklin, Tennessee during the regular business work week (i.e., Monday to Friday) except for travel on Company business or during vacation or holidays.
Base Salary:	$375,000
Annual Incentive Bonus:	Targeted annual bonus amount is 60% 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 benefits 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 Purchase:	You will, as of the Effective Date, be permitted to purchase 30,000 shares of Parent common stock. The purchase price per share will be fair market value of the Parent shares at time of purchase (currently $1.37 per share).
Initial Option Grant:	As soon as practicable following the Effective Date, and presuming you have made the Initial Share Purchase as described above, you will be granted options to purchase 60,000 shares of Parent common stock. 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 $1.37 per share of Parent common stock).
	The Initial Options will vest according to the schedule below, provided that you are employed with the Company and its subsidiaries through each applicable vesting date:

Effective Anniversary Vesting Date	Number of Options
12th month	9,000 (15%)
24th month	9,000 (15%)
36th month	12,000 (20%)
48th month	15,000 (25%)
60th month	15,000 (25%)
Total	60,000 (100%)

In the event of a sale of the Parent, all unvested Initial 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 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 Parent Options will have a scheduled term of no less than 10 years.
Relocation:	Relocation benefits provided pursuant to the Noranda Relocation Policy for Senior Executives. A copy of that policy is attached for your review.
COBRA Reimbursement:	Due to the fact that the Noranda Health Insurance Program requires a 60 day waiting period for eligibility, Noranda will reimburse you for COBRA premiums which you must pay, if any, to continue your medical coverage with your current insurance provider for that 60 day period.

Our offer of employment is contingent upon your completion of a physical exam, including substance screening, which the Company will make available at your convenience and at Company expense.

NORANDA ALUMINUM HOLDING CORPORATION

BY: /s/Alan K. Brown          

Name: Alan K. Brown, Esq.

General Counsel/Vice President- Human Resources

Please signify your acceptance of this offer of employment by signing as indicated below.

/s/Robert B. Mahoney
Robert B. Mahoney