Form 8-K

NORANDA ALUMINUM HOLDING CORPORATION

Date: November 15, 2010

/S/ ROBERT B. MAHONEY

Robert B. Mahoney

Chief Financial Officer

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6u1GaoJ4Vo2Xsxr8UgG/6U6cUnJHiMi7rg/XSvyJe0ngfHBOD+EGyQ+RKIU2CWt EyheIvFTcHb+1yVaoJHhxA== 0001193125-10-261068.txt : 20101116 0001193125-10-261068.hdr.sgml : 20101116 20101115191648 ACCESSION NUMBER: 0001193125-10-261068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20101112 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101116 DATE AS OF CHANGE: 20101115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Noranda Aluminum Holding CORP CENTRAL INDEX KEY: 0001422105 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 208908550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34741 FILM NUMBER: 101194676 BUSINESS ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 615-771-5760 MAIL ADDRESS: STREET 1: 801 CRESCENT DRIVE STREET 2: SUITE 600 CITY: FRANKLIN STATE: TN ZIP: 37067 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): November 12, 2010

NORANDA ALUMINUM HOLDING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-34741

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 1.01—Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 is incorporated by reference herein.

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

On November 12, 2010, Noranda Aluminum Holding Corporation (the “Company”) entered into an employment term sheet with Peter Hartland to be President of the Company’s Upstream Business Segment. The employment term sheet provides for an annual base salary of $300,000 and a target annual bonus of 50% of base salary. In the event that Mr. Hartland incurs a termination without “cause” or a resignation for “good reason” (each as defined under the employment term sheet), he will be entitled, subject to the execution and non-revocation of a general release, to (i) one times (two times, in the event of a severance-qualifying termination occurring during the 18-month period following a change of control (a “CIC Termination”)) base salary plus target bonus, (ii) a pro-rated annual bonus, determined based on the Company’s actual performance and (iii) 12 months (18 months, in the event of a CIC Termination) of post-termination continued health benefits.

On November 15, 2010, the Company entered into a separation agreement with Mr. Kyle D. Lorentzen, pursuant to which his employment will terminate on December 31, 2010. Mr. Lorentzen will receive the cash severance payments and benefits provided for in his employment term sheet plus an additional severance amount of $17,000. The separation agreement contains a release of claims against the Company and binds Mr. Lorentzen to various restrictive covenants.

On November 15, 2010, the Company entered into a separation agreement with Mr. Alan K. Brown, pursuant to which his employment will terminate on March 31, 2011. Mr. Brown will receive the cash severance payments and benefits provided for in his employment term sheet. The separation agreement also contains a release of claims against the Company and binds Mr. Brown to various restrictive covenants. Concurrent with the execution of Mr. Brown’s separation agreement, the Company also entered into a consulting agreement with Mr. Brown, under which he will be available to us for consulting from April 1, 2011 through December 31, 2012 for up to 10 hours per month, and will receive a fee of $2,000 per month. In connection with the consulting agreement, Mr. Brown has agreed to an extension of his non-competition covenant through December 13, 2013.

A copy of Mr. Hartland’s employment term sheet, Mr. Lorentzen’s separation agreement, Mr. Brown’s separation agreement and Mr. Brown’s consulting agreement are attached to, and incorporated by reference into, this Item 5.02 of this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively hereto. The foregoing description of the above agreements is only intended as a summary of the terms of such agreements and is qualified in its entirety by reference to the full text of the agreements.

Item 7.01—Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01 of Form 8-K. Consequently, it is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or Securities Act of 1933 if such subsequent filing specifically references this Item 7.01.

On November 15, 2010, the Company issued a press release regarding the organizational changes described above. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein in its entirety.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit 10.1		Management Incentive Term Sheet between Peter Hartland and the Company, dated as of November 12, 2010

Exhibit 10.2		Separation of Employment Agreement and General Release between Kyle D. Lorentzen and the Company, dated as of November 15, 2010

Exhibit 10.3		Separation of Employment Agreement and General Release between Alan K. Brown and the Company, dated as of November 15, 2010

Exhibit 10.4		Consulting Agreement between Alan K. Brown and the Company, dated as of November 15, 2010

Exhibit 99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit Number		Description

10.1		Management Incentive Term Sheet between Peter Hartland and the Company, dated as of November 12, 2010

10.2		Separation of Employment Agreement and General Release between Kyle D. Lorentzen and the Company, dated as of November 15, 2010

10.3		Separation of Employment Agreement and General Release between Alan K. Brown and the Company, dated as of November 15, 2010

10.4		Consulting Agreement between Alan K. Brown and the Company, dated as of November 15, 2010

99.1		Press Release

EX-10.1 2 dex101.htm MANAGEMENT INCENTIVE TERM SHEET Management Incentive Term Sheet

Exhibit 10.1

Management Incentive Termsheet

Name:

Peter J. Hartland (“you” or “Executive”)

Effective Date:

November 12, 2010 (the “Effective Date”)

Term of Employment:

Three years, commencing on the date a Visa is obtained allowing for full time employment in the United States of America, 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 (provided that no notice of non-renewal may be given during the 18-month period following a Change in Control (as defined below) or prior to a Change in Control but in connection with a pending Change in Control and at the request of a third-party attempting to effectuate such a Change in Control).

Position:

President of Upstream Business

Reports to:

Chief Operating Officer

Location:

You will be based out of the headquarters of Noranda Aluminum, Inc. (the “Company”) 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:

$300,000/year

Annual Incentive Bonus:

Targeted annual bonus amount is 50% 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 (or longer if provided for under the Company’s vacation policy).

Change in Control:

For purposes of this termsheet, “Change in Control” shall have the meaning ascribed to it in the Noranda Aluminum Holding Corporation 2010 Incentive Award Plan (as in effect on the Effective Date) (the “LTIP”).

If the Executive’s employment is terminated prior to a Change in Control and the Executive demonstrates that such termination (i) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control

and who effectuates a Change in Control or (ii) otherwise occurred in connection with, or in anticipation of, a Change in Control which actually occurs, then for all purposes of this Agreement, the date of a Change in Control with respect to the Executive shall mean the date immediately prior to the date of such termination of the Executive’s employment.

If, during the term of this Agreement, the Executive’s employment with the Company shall be terminated within 18 months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:

(a) If the Executive’s employment with the Company and its affiliates shall be terminated (1) by the Company for Cause or Disability (as defined in the LTIP), (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive any and all accrued compensation up to the date of termination and, if such termination is other than by the Company for Cause, a pro rata bonus for the year of termination strictly in accordance with the Company’s incentive plan (payable at the time annual bonuses are generally distributed for the applicable fiscal year).

(b) If the Executive’s employment with the Company and its affiliates shall be terminated for any reason other than as specified in (a) above, the Executive shall, subject to the Executive’s execution (within 50 days of the date of termination) and non-revocation of a release of claims in a form reasonably acceptable to the Company, be entitled to the following:

(i) the Company shall pay the Executive all accrued compensation and a pro rata bonus for the year of termination strictly in accordance with the Company’s incentive plan (payable at the time annual bonuses are generally distributed for the applicable fiscal year);

(ii) the Company shall pay the Executive, as severance pay and in lieu of any further compensation for periods subsequent to the termination date, in a single payment to be made on the 60th day following the date of termination, an amount in cash equal to two times the sum of (A) the Executive’s base salary on the date of the Change in Control or on the date of termination, whichever is greater, and (B) the Executive’s target annual bonus amount, based on the salary and bonus percentage in effect on the date of the Change in Control or on the date of termination, in each case, whichever is greater;

(iii) the Company will also provide you (and your eligible dependants) continued health benefits for an 18-month period or until you and your dependants are eligible to be covered by a successor employer’s comparable plans, whichever is sooner.

Severance:

For circumstances other than those involving a Change in Control, 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 (within 50 days of the date of termination) and non-revocation of a release of claims in a form reasonably acceptable to the Company, the Company will pay you (i) severance in an amount equal to your then-current base salary plus target bonus for a period of 12 months, 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 as of the date of termination 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 for a 12-month period, or until you and your dependants are eligible to be covered by a successor employer’s comparable plans, whichever is sooner, in the case of a termination entitling you to severance under this paragraph.

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.

Golden Parachute Cutback:

Anything herein to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive

all Agreement Payments to which the Executive is entitled hereunder. For purposes hereof, the “Accounting Firm” shall mean a nationally recognized certified public accounting firm that is selected by the Company for purposes of making the applicable determinations hereunder and reasonably acceptable to the Executive.

If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm hereunder shall be binding upon the Company and the Executive. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the cash payments (to the extent such amounts are considered Payments) under the following sections in the following order: (x) cash severance payments, (y) prorated bonus payments and (z) any other cash Agreement Payments that would be made upon a termination of the Executive’s employment, beginning with payments that would be made last in time. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive that should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, the Executive shall promptly (and in no event later than 60 days following the date on which the Overpayment is determined) pay any such Overpayment to the Company together with interest at the applicable federal short-term rate provided for in Section 7872(f)(2)(A) of the Code compounded semiannually; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not either reduce the amount on which

the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at the applicable federal short-term rate provided for in Section 7872(f)(2)(A) of the Code compounded semiannually.

To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

For purposes hereof, (i) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Accounting Firm determined to be likely to apply to the Executive in the relevant tax year(s), (ii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment, (iii) “Payment” shall mean any payment, distribution or benefit in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or

payable pursuant to this Agreement or otherwise, and (iv) “Safe Harbor Amount” means (x) 3.0 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code, minus (y) $1.00.

Restrictive Covenants:

You shall be subject to a noncompetition obligation with respect to the Company and a “no hire” and non-solicitation obligation with respect to the Company’s and its affiliates’ employees, independent contractors and customers (including former employees and independent contractors) as set forth in Section 9 of Parent’s Securityholders Agreement (the “Securityholders Agreement”), except that the “Restricted Period” shall apply while you are employed by the Company and for a period of twelve months after termination of employment for any reason. You agree that the terms of such Section 9 of the Securityholders Agreement, as modified hereby, are deemed incorporated herein, and shall survive any termination of the Securityholders Agreement.

You agree that you shall not, directly or indirectly, use, make available, sell, disclose, or otherwise communicate to any person, other than in the course of any assigned duties and for the benefit of the Company, either during your period of employment, or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, or Parent, which shall have been obtained by you during your employment by the Company or a subsidiary.

For the avoidance of doubt, these “Restrictive Covenants” shall survive termination of the term of employment.

Cause:

For purposes of the foregoing, “Cause” means a termination of your employment by the Company or any of its subsidiaries based on (i) your commission of a felony crime or a crime of moral turpitude, (ii) your willful commission of a material act of dishonesty involving the Company or any of its affiliates or subsidiaries, (iii) your material breach of your obligations under any agreement entered into between you and the Company or any of its subsidiaries and affiliates, (iv) your willful or continued failure to perform your material duties, (v) your material breach of the policies or procedures of the Company or any of its subsidiaries, or (vi) any other willful misconduct which causes material harm to the Company or any of its affiliates or subsidiaries or their business reputations, including due to any adverse publicity; provided, however, that none of the events described in the foregoing clauses (iii), (iv), (v) or (vi) shall constitute Cause unless the Company, or its applicable subsidiary

that employs you, has notified you in writing describing the events which constitute Cause and then only if you fail to cure such events within fifteen (15) days after receipt of such written notice (provided that, in the event such breach is not curable, no notice period shall be required).

Good Reason:

For purposes of the foregoing, “Good Reason” means your voluntary resignation after any of the following actions are taken by the Company or any of its subsidiaries without your consent (i) a material reduction in your base salary or bonus potential (but not including any pre-Change in Control diminution related to an across-the-board compensation reduction applying to senior management of the Company and its subsidiaries generally), (ii) a material adverse change in your title, duties, or responsibilities each as in effect immediately after the Effective Date, (iii) a requirement that you relocate your principal place of employment by more than 50 miles (other than in connection with a pre-Change in Control relocation of the Company’s headquarters, if you are relocated to the new headquarters), or (iv) a notice by the Company of non-extension of the term of employment (other than under circumstances where your employment is to be continued subsequent to such non-extension with terms of employment and severance protections that are consistent with peer group market practice, as determined by the Company in reasonable good faith); provided, however, that no termination shall be for Good Reason unless (x) you notify the Company, or its applicable subsidiary that employs you, in writing within 60 days of the occurrence of the applicable event which constitutes Good Reason, (y) the Company or such subsidiary fails to cure such event within 30 days after receipt of such written notice, and (z) you terminate for Good Reason within 60 days of the conclusion of such cure period.

Miscellaneous:

Your eligibility for severance hereunder serves in lieu of participation in any other severance plan, program, or arrangement of the Company and its affiliates, and you hereby waive any rights to participate in any such plans, programs, or arrangements.

In the event that you receive severance payments hereunder prior to execution and non-revocation of the required release of claims, and subsequently fail to execute within the requisite period, or revoke, such release of claims, the Company may require you to return an amount equal to all severance payments previously paid to you hereunder.

This termsheet is intended to comply with the requirements of Section 409A of the Code or an exception or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Severance payments are intended to be

excluded from coverage under Section 409A of the Code. Notwithstanding the foregoing, in the event that such payments are deemed to be “nonqualified deferred compensation” for purposes of Section 409A of the Code and the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of termination), severance amounts that would otherwise be payable during the six-month period immediately following the Executive’s date of termination of employment shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code determined as of such date, on the first business day after the date that is six months following such date. Each payment hereunder shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made hereunder. The Company and the Executive shall cooperate to ensure that the date of termination of employment coincides with the date of the Executive’s “separation from service” within the meaning of Section 409A of the Code, to the extent necessary for purposes of compliance with Section 409A of the Code.

All reimbursements and in-kind benefits provided hereunder that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company hereunder be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred, (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year, (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit, and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date).

To the extent permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify the terms hereof, in the least restrictive manner necessary and without any material diminution in the value of the rights of the Executive, in order to cause the provisions hereof to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.

By signing below, the parties agree that this termsheet will be binding upon the parties and constitutes a binding commitment on the part of the undersigned Executive.


NORANDA ALUMINUM, INC.

BY:		/s/ Alan Brown
		Name: Alan Brown
		Title: Vice President – Human Resources

NORANDA ALUMINUM HOLDING CORPORATION

BY:		/s/ Gail E. Lehman
		Name: Gail E. Lehman
		Title: Vice President & General Counsel

/s/ Peter J. Hartland

Peter J. Hartland

EX-10.2 3 dex102.htm SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE - LORENTZEN Separation of Employment Agreement and General Release - Lorentzen

Exhibit 10.2

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 15th day of November, 2010, by and between Noranda Aluminum Holding Corporation (the “Company”), Noranda Intermediate Holding Corporation (“Noranda Intermediate”), and Kyle D. Lorentzen (“Employee”).

WHEREAS, Employee was employed by the Company, most recently as the Chief Operating Officer; and

WHEREAS, pursuant to the terms of Subscription Agreements entered into by and between the Employee and the Company, dated as of May 8, 2008, May 13, 2008, and November 12, 2009 (the “Subscription Agreements”), the Employee was either granted or purchased shares of the Company’s common stock, and in connection with such transactions was granted certain Non-Qualified Stock Options (the “Options”) pursuant to Non-Qualified Stock Option Agreements, also dated as of May 8, 2008, May 13, 2008, and November 12, 2009 (the “Option Agreements”); and

WHEREAS, in connection with the Employee’s entry into the May 8, 2008 Subscription Agreement, the Employee became party to a Securityholders Agreement with Noranda Aluminum Holding Corporation, dated as of May 29, 2007, Amended and Restated as of May 19, 2010 (the “Securityholders Agreement”); and

WHEREAS, the Employee has agreed (i) effective as of December 31, 2010 (the “Resignation Date”) to resign from his position as Chief Operating Officer, and (ii) to resign all offices, directorships and similar positions with the Company, its subsidiaries and related entities (including, without limitation, Noranda Intermediate ), if any; and

WHEREAS, in connection with this resignation and separation of employment, the parties have agreed to a separation package and the resolution of any and all disputes between them;

NOW, THEREFORE, IT IS HEREBY AGREED by and between Employee and the Company as follows:

1. Resignation. Effective as of the Resignation Date, the Employee shall resign from any offices, directorships, similar positions and other affiliations that the Employee holds or has with the Company, Noranda Intermediate, and their respective subsidiaries, affiliates and related entities (the “Noranda Entities”). A copy of the Employee’s resignation is attached hereto as Exhibit A. Employee will continue to remain on the Company payroll and to receive standard base salary until December 31, 2010 (the “Final Payroll Date”). Employee will be required to report to work during the period from execution of this Agreement through the Final Payroll Date as directed by his supervisor. Unless otherwise provided under applicable law, Employee will not be eligible to apply for workers’ compensation at any time after Employee’s last active day at work.

2. In consideration for Employee’s agreement as set forth herein, the Company agrees:

(a) Salary and Accrued Vacation. The Employee shall receive any payroll amounts earned, accrued or owing but not yet paid to Employee up through and including the Final Payroll Date, including, but not limited to, unused accrued vacation, unpaid base salary earned by Employee through the Final Payroll Date, and any benefits accrued or earned, which will be distributed in accordance with the terms of the applicable benefit plans and programs of the Company. It is agreed that Employee’s salary shall be based on the amount of $550,000 per year as of July 1, 2010.

Page 1

(b) Severance Payment. On the Final Payroll Date, which is December 31, 2010, Employee will receive a total of twenty-four (24) months’ payment of base salary and target bonus (with target bonus being determined at the 75% level), equal to $1,925,000 plus an additional severance amount of $17,000 (collectively the “Severance Amount”), in full settlement of amounts due under the Management Equity Investment and Incentive Termsheet entered into between employee, Noranda Aluminum, Inc., and Noranda Aluminum Holding Corporation, effective October 26, 2010 (the “Termsheet”) and/or any other severance amount or exit payment due to or claimed by the Employee. The Severance Amount will be payable in a lump sum. Employee expressly authorizes the Company to make any necessary deductions, withholding, or other reductions from such Severance Amount.

(c) Unvested Options. All Noranda Aluminum Holding Corporation Options held by the Employee that have not vested as of the Resignation Date will vest on the Final Payroll Date or the end of the revocation period for the Release, whichever is later. Notwithstanding the termination provisions of the Option Agreements, the Employee’s Options shall remain in full force and effect, and be fully exercisable, for a period of thirty (30) days following the expiration of any and all lock-up agreement(s) that the Employee has agreed to in connection with any offering of the common stock of the Company. Except as expressly modified by the terms of this Agreement, the terms and conditions of the Subscription Agreements, Option Agreements and Securityholders Agreement shall continue to be valid and enforceable.

(d) 2010 Bonus. Employee will be eligible to receive a bonus for fiscal year 2010, but only to the extent that the Employee’s performance and financial results for the Company for the relevant time period will trigger a bonus in accordance with the terms of the Noranda Annual Incentive Plan. It is specifically agreed that for the 2010 bonus payment, Employee’s award shall be calculated based on a 65% target through June 30, 2010 and a 75% target thereafter. Payment of such bonus shall be made in a lump sum amount following the date the Company determines whether the Employee is entitled to a 2010 bonus under the aforementioned plan and determines the amount of such bonus, but in no event later than March 15, 2011. Employee expressly authorizes the Company to make any necessary deductions, withholding, or other reductions from such amount.

(e) Life Insurance. Employee’s life insurance coverage will end on Employee’s Resignation Date. Employee may be eligible to convert the basic term life insurance policy to an individual policy.

(g) Medical/Disability Insurance and Sick Pay. Employee’s disability insurance coverage will end on Employee’s last active day at work. Sick pay will not be granted after Employee’s last active day at work. The Company will provide Employee (and Employee’s eligible dependants) continued health benefits for a period of twenty-four months from the Final Payroll Date or until Employee and Employee’s dependants are eligible to be covered by a successor employer’s comparable plans, whichever is sooner.

(h) Return of Company Property. As of the last active day of work, or the Final Payroll Date, whichever is later, Employee is required to return all company property to Gail Lehman. Company property includes, but is not limited to, building I.D. and name tags, office keys and company cell phone, Employee’s company computer and/or laptop, all computer files and software, diskettes, samples, cases, brochures, papers, notes, and other documents, and all copies, relating to the Company, its business, its customers, and its suppliers, that Employee has acquired by virtue of Employee’s employment. As of the last active day of work, or the Final Payroll Date, whichever is later, the Company will make arrangements to remove, terminate or transfer any and all business communication lines including network access, cellular phone, fax line and other business numbers.

(i) No Other Benefits. After the Resignation Date, Employee will not be eligible to receive any other salary, bonus or benefits from the Company or Noranda Intermediate other than as provided in this Section 2.

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(j) Reduction of Separation Benefits. The Company and Noranda Intermediate each reserve the right to make deductions in accordance with applicable law for any monies owed to the Company or Noranda Intermediate, respectively, by the Employee or the value of the Company or Noranda Intermediate property that the Employee has retained in his possession.

(a) Employee, for and in consideration of the commitments of the Company and Noranda Intermediate as set forth in paragraph 2 of this Agreement, and intending to be legally bound, does hereby REMISE, RELEASE AND FOREVER DISCHARGE the Company and Noranda Intermediate, their affiliates, subsidiaries and parents, and their officers, directors, employees, and agents, and their respective successors and assigns, heirs, executors, and administrators (collectively, “Releasees”) from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Employee ever had, now has, or hereafter may have, whether known or unknown, or which Employee’s heirs, executors, or administrators may have, by reason of any matter, cause or thing whatsoever, from the beginning of Employee’s employment to the Final Payroll Date, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Employee’s employment relationship with Company and/or Noranda Intermediate, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act (“OWBPA”), Title VII of The Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act, the Fair Labor Standards Act (29 U.S.C. 201 et seq.), the Tennessee Fair Employment Practices Law, Tenn. Code Rev. Ann. 4-21-101 et seq., the Tennessee Handicap Discrimination Law, Tenn. Code Rev. Ann. 8-50-103 et seq., Whistle Blower Protection, Tenn. Code Rev. Ann. 50-1-304(a)-(g), as amended by Ch. 511, L. 2000, effective July 1, 2000, miscellaneous Tennessee wage provisions, Tenn. Code Rev. Ann. 50-2-102 et seq., the Tennessee Equal Pay Law, Tenn. Code Rev. Ann. 50-2-202 et seq., and the Workers’ Compensation Retaliation Law, Tenn. Code Rev. Ann. 50-6-114, and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized including, but not limited to, breach of contract, unlawful retaliation, and defamation, and any claims for attorneys’ fees and costs. This Agreement is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort.

(b) To the fullest extent permitted by law, Employee represents and affirms that (i) Employee has not filed or caused to be filed on Employee’s behalf any claim for relief against the Company, Noranda Intermediate or any Releasee and, to the best of Employee’s knowledge and belief, no outstanding claims for relief have been filed or asserted against the Company, Noranda Intermediate or any Releasee on Employee’s behalf, (ii) Employee has no knowledge of any improper, unethical or illegal conduct or activities that Employee has not already reported to any supervisor, manager, department head, human resources representative, agent or other representative of the Company and/or Noranda Intermediate, to any member of the Company’s legal or compliance departments, or to the ethics hotline, and (iii) Employee will not file, commence, prosecute or participate in any judicial or arbitral action or proceeding against the Company, Noranda Intermediate or any Releasee based upon or arising out of any act, omission, transaction, occurrence, contract, claim or event existing or occurring on or before the Final Payroll Date.

4. In further consideration of the payments described in paragraph 2, Employee agrees that Employee will not file, charge, claim, sue or cause or permit to be filed, charged or claimed, any civil action, suit or legal proceeding seeking equitable or monetary relief (including damages, injunctive, declaratory, monetary or other relief) for himself involving any matter released in paragraph 3. In the event that suit is filed in breach of this covenant not to sue, it is expressly understood and agreed that this covenant shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this paragraph,

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Releasees shall be entitled to recover reasonable costs and attorneys’ fees incurred in such enforcement. Employee further agrees and covenants that should any person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, Employee will not seek or accept personal equitable or monetary relief in such civil action, suit or legal proceeding.

(a) Confidentiality. Employee agrees that Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or at any time thereafter, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by the Employee during Employee’s employment by the Company or a subsidiary.

(b) Non-Compete. Employee agrees that Employee shall be subject to a noncompetition obligation with respect to the Company and its affiliates and a “no hire” and non-solicitation obligation with respect to the Company’s and its affiliates’ employees, independent contractors and customers (including former employees and independent contractors) as set forth in Section 9 of the Securityholders Agreement, except that the “Restricted Period” shall apply for a period of two (2) years from the Resignation Date.

(c) Continued Cooperation. Employee acknowledges that Company may need to consult with Employee from time to time on a reasonable basis after Employee’s Resignation Date on matters that Employee had worked on prior to the Resignation Date. Employee agrees to continue to cooperate with Company and to provide any such information as is reasonably requested by Company.

(d) Non-Disparagement. Employee further agrees that Employee will not disparage or subvert the Company or Noranda Intermediate, or make any statement reflecting negatively on the Company, on Noranda Intermediate, on their affiliated corporations or entities, or on any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company and Noranda Intermediate, Employee’s employment and the termination of Employee’s employment, irrespective of the truthfulness or falsity of such.

6. Employee understands and agrees that the payments, benefits and agreements provided in this Agreement are being provided to Employee in consideration for Employee’s acceptance and execution of, and in reliance upon Employee’s representations in, this Agreement, and that they are greater than the payments, benefits and agreements, if any, to which the Employee would have received if Employee had not executed this Agreement.

7. Employee acknowledges and agrees that the Company previously has satisfied any and all obligations owed to Employee under any employment agreement, offer letter, or agreement Employee has with the Company, including but not limited to the Termsheet, and, further, that this Agreement fully supersedes any prior agreements or understandings, whether written or oral, between the parties. Employee acknowledges that, except as set forth expressly herein, neither the Company, Noranda Intermediate, the Releasees, nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, or written or oral. Notwithstanding the foregoing, it is expressly agreed that the “Restrictive Covenants” section of the Term Sheet, as well as the Lockup Agreement Under Securityholders Agreement, dated May 3, 2010, and the Noranda Aluminum Holding Corporation Lockup Agreement (Underwriters’ form), dated April 26, 2010, shall survive and continue in full force and effect subsequent to the Resignation Date.

8. Employee represents that Employee does not presently have in his/her possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office

Page 4

keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result of Employee’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Employee while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Employee acknowledges that all such Corporate Records are the property of the Company.

10. Employee agrees and recognizes that should Employee breach any of the obligations or covenants set forth in this Agreement, the Company and Noranda Intermediate will have no further obligation to provide Employee with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Employee acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs.

11. Employee further agrees that the Company and Noranda Intermediate shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits relating to or arising out of any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company and/or Noranda Intermediate may be entitled. Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding relating to or arising out of this Agreement, including without limitation, any action commenced by the Company or Noranda Intermediate for preliminary and permanent injunctive relief or other equitable relief, may be brought in Tennessee, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers by personal service or by registered or certified mail, return receipt requested, or by overnight express courier service, addressed to Employee at the home address which Employee most recently communicated to the Company in writing.

12. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of Tennessee.

13. Employee certifies and acknowledges as follows:

(a) That Employee has read the terms of this Agreement, and that Employee understands its terms and effects, including the fact that Employee has agreed to RELEASE AND FOREVER DISCHARGE the Company and Noranda Intermediate and each and every one of its affiliated entities from any legal action arising out of Employee’s employment relationship with the Company and the termination of that employment relationship;

(b) That Employee has signed this Agreement voluntarily and knowingly in exchange for the consideration described herein, which Employee acknowledges is adequate and satisfactory to Employee and which Employee acknowledges is in addition to any other benefits to which Employee is otherwise entitled;

(d) That Employee does not waive rights or claims that may arise after the date this Agreement is executed;

(e) That the Company has provided Employee with a period of twenty-one (21) days within which to consider this Agreement, and that Employee has signed on the date indicated below after concluding that this Agreement is satisfactory to Employee; and

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(f) Employee acknowledges that this Agreement may be revoked by Employee within seven (7) days after Employee’s execution, and it shall not become effective until the expiration of such seventh day revocation period. Any revocation within this period must be submitted, in writing, to Company and state, “I hereby revoke my acceptance of our Agreement.” The revocation must be personally delivered to or mailed to Gail Lehman, Noranda Intermediate Holding Corporation, 801 Crescent Centre Drive, Suite 600, Franklin, TN 37067, and postmarked within seven (7) calendar days of Employee’s execution of this Agreement. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Tennessee, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. In the event of a timely revocation by Employee, this Agreement will be deemed null and void and the Company and Noranda Intermediate will have no obligations hereunder.

14. EMPLOYEE HAS BEEN ADVISED THAT EMPLOYEE HAS AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND WAIVER AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING PRIOR TO EXECUTION OF THIS AGREEMENT AND WAIVER. HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS REFERRED TO IN PARAGRAPH 2 ABOVE, EMPLOYEE FREELY AND KNOWINGLY AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND WAIVER INTENDING TO FOREVER WAIVE, SETTLE AND AGREE ALL CLAIMS AND LEGAL ACTIONS EMPLOYEE HAS OR MIGHT HAVE AT THIS TIME AGAINST THE COMPANY, NORANDA INTERMEDIATE, AND/OR THEIR AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, AND/OR ADMINISTRATORS, INCLUDING ANY AND ALL CLAIMS OF AGE DISCRIMINATION. EMPLOYEE SIGNS THIS AGREEMENT OF EMPLOYEE’S OWN FREE WILL IN EXCHANGE FOR THE CONSIDERATION TO BE GIVEN TO EMPLOYEE REFERRED TO IN PARAGRAPH 2 OF THIS AGREEMENT, WHICH EMPLOYEE ACKNOWLEDGES IS ADEQUATE AND SATISFACTORY.

Intending to be legally bound hereby, Employee, the Company, and Noranda Intermediate have executed the foregoing Separation of Employment Agreement and General Release as of the date first written above.


				Name:		Gail E. Lehman
				Title:		Vice President and General Counsel


Witness:		/s/ Melissa Goldman
Name:		Melissa Goldman
Title:		Executive Assistant

Page 6


NORANDA INTERMEDIATE HOLDING CORPORATION

By:		/s/ Gail E. Lehman
Name:		Gail E. Lehman
Title:		Secretary

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EXHIBIT A

, 2010

Noranda Aluminum Holding Corporation and

Noranda Intermediate Holding Corporation

801 Crescent Centre Drive

Suite 600

Franklin, Tennessee 37067

Ladies and Gentlemen:

In accordance with the Separation of Employment Agreement and General Release dated as of November 15, 2010 between myself and Noranda Aluminum Holding Corporation and Noranda Intermediate Holding Corporation, effective on the date hereof, I hereby resign as Chief Operating Officer of Noranda Aluminum Holding Corporation, and resign from any and all other officer and/or board of director appointments with Noranda Aluminum Holding Corporation, Noranda Intermediate Holding Corporation, and/or any of their subsidiaries.

Sincerely yours,

Kyle D. Lorentzen

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EX-10.3 4 dex103.htm SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE - BROWN Separation of Employment Agreement and General Release - Brown

Exhibit 10.3

SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE

THIS SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this 15^th day of November, 2010, by and between Noranda Aluminum Holding Corporation (the “Company”), Noranda Intermediate Holding Corporation (“Noranda Intermediate”), and Alan K. Brown (“Employee”).

WHEREAS, Employee was employed by the Company, most recently as the Vice President, Human Resources; and

WHEREAS, pursuant to the terms of the Subscription Agreement entered into by and between the Employee and the Company, dated as of May 29, 2007 (“Subscription Agreement”), the Employee purchased shares of the Company’s common stock (such purchased shares, the “Purchased Shares”), and in connection with such purchase was granted certain Non-Qualified Stock Options (the “Options”) pursuant to a Non-Qualified Stock Option Agreement, also dated as of May 29, 2007 (the “Option Agreement”); and

WHEREAS, in connection with the Employee’s entry into the Subscription Agreement and purchase of the Purchased Shares, the Employee became party to a Securityholders Agreement with Noranda Aluminum Holding Corporation, dated as of May 29, 2007, Amended and Restated as of May 19, 2010 (the “Securityholders Agreement”); and

WHEREAS, the Employee has agreed (i) effective as of March 31, 2011 (the “Retirement Date”) to retire from active employment and to resign from his position as Vice President, Human Resources, and (ii) to resign all offices, directorships and similar positions with the Company, its subsidiaries and related entities (including, without limitation, Noranda Intermediate ), if any; and

WHEREAS, in connection with this retirement and separation of employment, the parties have agreed to a separation package and the resolution of any and all disputes between them;

NOW, THEREFORE, IT IS HEREBY AGREED by and between Employee and the Company as follows:

1. Resignation. Effective as of the Retirement Date, the Employee shall resign from any offices, directorships, similar positions and other affiliations that the Employee holds or has with the Company, Noranda Intermediate, and their respective subsidiaries, affiliates and related entities (the “Noranda Entities”). A copy of the Employee’s resignation is attached hereto as Exhibit A. Employee will continue to remain on the Company payroll and to receive standard base salary until March 31, 2011 (the “Final Payroll Date”). Employee will be required to report to work during the period from execution of this Agreement through the Final Payroll Date as directed by his supervisor. Unless otherwise provided under applicable law, Employee will not be eligible to apply for workers’ compensation at any time after Employee’s last active day at work.

2. In consideration for Employee’s agreement as set forth herein, the Company agrees:

(b) Severance Payment. As soon as is administratively possible after the Final Payroll Date, Employee will receive a total of twelve (12) months’ payment of base salary plus target bonus, equal to $373,527, in full settlement of amounts due under any employment agreement or arrangement, termsheet, or severance plan, which will be payable in a lump sum. Employee expressly authorizes the Company to make any necessary deductions, withholding, or other reductions from such amount. For the avoidance of doubt, the provisions of the Management Equity Investment and Incentive Termsheet executed with Employee on October 26, 2010 shall remain in force until March 31, 2011.

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(c) Unvested Options. All Noranda Aluminum Holding Corporation Options held by the Employee that have not vested as of the Retirement Date will continue to vest as set forth pursuant to the terms of the Consulting Agreement entered into with Employee as of November 15, 2010. If, for any reason, the Consulting Agreement shall terminate prior to vesting of any such Options, all unvested Options shall become null and void on the date of termination of the Consulting Agreement. Except as expressly modified by the terms of the Consulting Agreement, the terms and conditions of the Subscription Agreement, Option Agreement and Securityholders Agreement shall continue to be valid and enforceable, notwithstanding any other term or condition contained herein.

(d) 2010/2011 Bonus. Employee will be eligible to receive a bonus for fiscal year 2010 based upon the Employee’s existing bonus target level, but only to the extent that the Employee’s performance and financial results for the Company for the relevant time period will trigger a bonus in accordance with the terms of the Noranda Annual Incentive Plan. Payment of such bonus shall be made in a lump sum amount following the date the Company determines whether the Employee is entitled to a 2010 bonus under the aforementioned plan and determines the amount of such bonus, but in no event later than March 15, 2011. Employee will be eligible to receive a pro rata bonus amount for fiscal year 2011 based upon the Employee’s existing bonus target level and the portion of the calendar year worked through March 31st, but only to the extent that the Employee’s performance and financial results for the Company for the relevant time period will trigger a bonus in accordance with the terms of the Noranda Annual Incentive Plan as established for 2011. Payment of such bonus shall be made in a lump sum amount following the date the Company determines whether the Employee is entitled to a 2011 bonus under the aforementioned plan and determines the amount of such bonus, but in no event later than March 15, 2012. Employee expressly authorizes the Company to make any necessary deductions, withholding, or other reductions from such amounts.

(e) Life Insurance. Employee’s life insurance coverage as an active employee will end on Employee’s Retirement Date. Employee may be eligible to convert the basic term life insurance policy to an individual policy.

(g) Medical/Disability Insurance and Sick Pay. Employee’s disability insurance coverage will end on Employee’s last active day at work. Sick pay will not be granted after Employee’s last active day at work. The Company will also provide Employee (and Employee’s eligible dependants) continued health benefits for a period of eighteen months from the Final Payroll Date or until Employee and Employee’s dependants are eligible to be covered by a successor employer’s comparable plans, whichever is sooner.

(i) No Other Benefits. After the Retirement Date, Employee will not be eligible to receive any other salary, bonus or benefits from the Company or Noranda Intermediate other than as provided in this Section 2 or as expressly set forth in the Consulting Agreement.

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understood and agreed that this covenant shall constitute a complete defense to any such suit. In the event any Releasee is required to institute litigation to enforce the terms of this paragraph, Releasees shall be entitled to recover reasonable costs and attorneys’ fees incurred in such enforcement. Employee further agrees and covenants that should any person, organization, or other entity file, charge, claim, sue, or cause or permit to be filed any civil action, suit or legal proceeding involving any matter occurring at any time in the past, Employee will not seek or accept personal equitable or monetary relief in such civil action, suit or legal proceeding.

(b) Continued Cooperation. Employee acknowledges that Company may need to consult with Employee from time to time on a reasonable basis after Employee’s Retirement Date on matters that Employee had worked on prior to the Retirement Date. Employee agrees to continue to cooperate with Company and to provide any such information as is reasonably requested by Company.

(c) Non-Disparagement. Employee further agrees that Employee will not disparage or subvert the Company or Noranda Intermediate, or make any statement reflecting negatively on the Company, on Noranda Intermediate, on their affiliated corporations or entities, or on any of their officers, directors, employees, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company and Noranda Intermediate, Employee’s employment and the termination of Employee’s employment, irrespective of the truthfulness or falsity of such.

7. Employee acknowledges and agrees that the Company will, by the Retirement Date, have satisfied any and all obligations owed to Employee under any employment agreement or termsheet Employee has with the Company, including but not limited to the termsheet dated October 26, 2010, and, further, that this Agreement fully supersedes any prior agreements or understandings, whether written or oral, between the parties. Employee acknowledges that, except as set forth expressly herein, neither the Company, Noranda Intermediate, the Releasees, nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, or written or oral. Notwithstanding the foregoing, it is expressly agreed that the Lockup Agreement Under Securityholders Agreement, dated April 28, 2010, and the Noranda Aluminum Holding Corporation Lockup Agreement (Underwriters’ form), dated April 26, 2010, shall survive and continue in full force and effect subsequent to the Resignation Date.

8. Employee represents that Employee will not, as of the Retirement Date, retain and/or have in his possession any records and business documents, whether on computer or hard copy, and other materials (including but not limited to computer disks and tapes, computer programs and software, office keys, correspondence, files, customer lists, technical information, customer information, pricing information, business strategies and plans, sales records and all copies thereof) (collectively, the “Corporate Records”) provided by the Company and/or its predecessors, subsidiaries or affiliates or obtained as a result of Employee’s prior employment with the Company and/or its predecessors, subsidiaries or affiliates, or created by Employee while employed by or rendering services to the Company and/or its predecessors, subsidiaries or affiliates. Employee acknowledges that all such Corporate Records are the property of the Company.

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9. Employee agrees and recognizes that should Employee breach any of the obligations or covenants set forth in this Agreement, the Company and Noranda Intermediate will have no further obligation to provide Employee with the consideration set forth herein, and will have the right to seek repayment of all consideration paid up to the time of any such breach. Further, Employee acknowledges in the event of a breach of this Agreement, Releasees may seek any and all appropriate relief for any such breach, including equitable relief and/or money damages, attorney’s fees and costs.

10. Employee further agrees that the Company and Noranda Intermediate shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as to an equitable accounting of all earnings, profits and other benefits relating to or arising out of any violations of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company and/or Noranda Intermediate may be entitled. Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding relating to or arising out of this Agreement, including without limitation, any action commenced by the Company or Noranda Intermediate for preliminary and permanent injunctive relief or other equitable relief, may be brought in Tennessee, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers by personal service or by registered or certified mail, return receipt requested, or by overnight express courier service, addressed to Employee at the home address which Employee most recently communicated to the Company in writing.

11. This Agreement and the obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with the laws of the State of Tennessee.

12. Employee certifies and acknowledges as follows:

(d) That Employee does not waive rights or claims that may arise after the date this Agreement is executed;

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Lehman, Noranda Intermediate Holding Corporation, 801 Crescent Centre Drive, Suite 600, Franklin, TN 37067, and postmarked within seven (7) calendar days of Employee’s execution of this Agreement. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Tennessee, then the revocation period shall not expire until the next following day which is not a Saturday, Sunday, or legal holiday. In the event of a timely revocation by Employee, this Agreement will be deemed null and void and the Company and Noranda Intermediate will have no obligations hereunder.

13. EMPLOYEE HAS BEEN ADVISED THAT EMPLOYEE HAS AT LEAST TWENTY-ONE (21) DAYS TO CONSIDER THIS AGREEMENT AND WAIVER AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY OF HIS CHOOSING PRIOR TO EXECUTION OF THIS AGREEMENT AND WAIVER. HAVING ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS REFERRED TO IN PARAGRAPH 2 ABOVE, EMPLOYEE FREELY AND KNOWINGLY AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND WAIVER INTENDING TO FOREVER WAIVE, SETTLE AND AGREE ALL CLAIMS AND LEGAL ACTIONS EMPLOYEE HAS OR MIGHT HAVE AT THIS TIME AGAINST THE COMPANY, NORANDA INTERMEDIATE, AND/OR THEIR AFFILIATES, SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, AND/OR ADMINISTRATORS, INCLUDING ANY AND ALL CLAIMS OF AGE DISCRIMINATION. EMPLOYEE SIGNS THIS AGREEMENT OF EMPLOYEE’S OWN FREE WILL IN EXCHANGE FOR THE CONSIDERATION TO BE GIVEN TO EMPLOYEE REFERRED TO IN PARAGRAPH 2 OF THIS AGREEMENT, WHICH EMPLOYEE ACKNOWLEDGES IS ADEQUATE AND SATISFACTORY.


ALAN K. BROWN				NORANDA ALUMINUM HOLDING CORPORATION

/s/ Alan K. Brown				By: /s/ Gail E. Lehman
				Name: Gail E. Lehman
				Title: Vice President and General Counsel

Witness: /s/ Melissa Goldman
Name: Melissa Goldman
Title: Executive Assistant

NORANDA INTERMEDIATE HOLDING CORPORATION

By: /s/ Gail E. Lehman

Name: Gail E. Lehman

Title: Secretary

Page 6

EXHIBIT A

, 2011

Noranda Aluminum Holding Corporation and

Noranda Intermediate Holding Corporation

801 Crescent Centre Drive

Suite 600

Franklin, Tennessee 37067

Ladies and Gentlemen:

In accordance with the Separation of Employment Agreement and General Release dated as of November 15, 2010 between myself and Noranda Aluminum Holding Corporation and Noranda Intermediate Holding Corporation, effective on the date hereof, I hereby resign as Vice President, Human Resources of Noranda Aluminum Holding Corporation, and resign from any and all other officer and/or board of director appointments with Noranda Aluminum Holding Corporation, Noranda Intermediate Holding Corporation, and/or any of their subsidiaries.

Sincerely yours,

Alan K. Brown

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EX-10.4 5 dex104.htm CONSULTING AGREEMENT Consulting Agreement

Exhibit 10.4

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) by and among Noranda Aluminum Holding Corporation (“Parent”), Noranda Aluminum, Inc. (the “Company”), and Alan K. Brown (the “Consultant”) is dated as of the 15^th day of November, 2010.

WHEREAS, the Consultant has faithfully served the Company and its affiliates for many years, including as Vice President of Human Resources for the Company, and has considerable knowledge and experience with respect to the Company’s functions and operations; and

WHEREAS, the Consultant and the Company have agreed that the Consultant will retire from active service with the Company and its affiliates as of March 31, 2011 (the “Retirement Date”); and

WHEREAS, the Company and Parent have determined that it is in their best interests for the Consultant to provide his continued services and expertise to the Company and Parent following the Retirement Date and to ensure that the Consultant cannot perform services for a competitor of the Company, Parent and their respective affiliates, all on the terms and conditions set forth below;

NOW, THEREFORE, it is hereby agreed as follows:

1. Retirement from Employment; Severance Payments. The Consultant and the Company have agreed to the terms of Consultant’s retirement and separation from the Company, including any and all severance or other payments to be made to Consultant in connection therewith, and have set forth these terms in a Separation of Employment Agreement and General Release dated November 15, 2010.

2. Consulting Services.

(a) From the Retirement Date through March 31, 2013, or such earlier date as may be provided pursuant to Section 2(c) or (d) below (the “Consulting Term”), in consideration for the compensation provided for below, the Consultant shall make himself available to Parent and the Company, at mutually convenient times and places, for such consulting services as may be requested by them. The Consultant expressly agrees to render up to ten (10) hours of such services per calendar month during the Consulting Term, if so requested by Parent and the Company.

(b) During the Consulting Term, the Company shall pay the Consultant a fee of two thousand dollars ($2,000.00) per month, payable monthly in advance (the “Fee”). Further, the Consultant shall be entitled to reimbursement for all reasonable and necessary expenses incurred by him in the performance of services hereunder, in accordance with the policies of Parent, the Company or their respective affiliates.

(c) During the Consulting Term, any stock options previously granted to the Consultant under the Parent’s Amended and Restated 2007 Long-Term Incentive Plan (the “LTIP”) shall continue to vest in accordance with the terms of the LTIP and any applicable option award agreements and any post-termination exercise period applicable to any such options shall not commence until the termination of the Consulting Term (provided that such options shall in no event be exercisable beyond their original scheduled term).

(d) If the Consulting Term terminates for any reason, the Consultant shall not be required to render any further services and shall not be entitled to, nor shall the Company or Parent have any obligation to pay, any further portion of the Fee.

(e) The Consultant’s status during the Consulting Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind Parent or the Company in any respect. Except as provided above, the Consultant shall not be eligible for any additional compensation or benefits from Parent or the Company. Any payments made to the Consultant hereunder shall not be taken into account in computing the Consultant’s salary or compensation for the purposes of determining any benefits or compensation under (a) any pension, retirement, life insurance or other benefit plan of the Company, Parent or any of their respective affiliates or (b) any agreement between the Company, Parent or any of their respective affiliates and the Consultant.

(f) All payments and other consideration made or provided to the Consultant under this Agreement shall be made or provided without withholding or deduction of any kind, and the Consultant shall assume sole responsibility for discharging all tax or other obligations associated therewith.

3. Confidentiality. The Consultant shall hold in a fiduciary capacity for the benefit of Parent, the Company, and their respective affiliates (collectively, the “Affiliated Entities” and each such entity, including the Company and Parent, an “Affiliated Entity”) all secret or confidential information, knowledge or data relating to any of the Affiliated Entities, and their respective businesses, which he obtained during his employment by the Affiliated Entities, and all such information, knowledge or data relating to the Affiliated Entities, and their respective businesses, which he obtains during his service as a consultant hereunder, and which shall not be or become public knowledge (other than by acts by the Consultant or representatives of the Consultant in violation of this Agreement). After termination of the Consulting Term, the Consultant shall not, without the prior written consent of Parent or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Parent and those designated by it.

4. Nonsolicitation; Non-Competition; Full Force and Effect. Notwithstanding anything herein or in the Securityholders Agreement to the contrary, the Consultant acknowledges and agrees that (i) his obligations and the Company’s, Parent’s and their respective affiliates’ rights under Section 9 of the Securityholders Agreement shall remain in full force and effect, (ii) for the avoidance of doubt, and notwithstanding anything to the contrary in, and in no way in limitation of, such Section 9, such obligations and rights shall extend to, and prohibit, the Consultant’s engagement, without the prior written consent of the Company, directly or indirectly, as an employee, consultant, director or service provider with any entity (or any affiliate of such entity regardless of whether such affiliate is engaged) that is engaged or could reasonably become engaged in the procurement, sale, production or brokering of aluminum metal and its key raw material inputs

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including, without limitation, bauxite, alumina, primary aluminum and related products, and rolled aluminum products and (iii) for purposes of such Section 9, the “Restricted Period” shall mean the period commencing on the Retirement Date and ending on the third anniversary thereof. Section 9 of the Securityholders Agreement (as modified by the immediately preceding sentence) is hereby incorporated into this Section 4 of this Agreement.

5. Injunctive Relief. The Consultant acknowledges that the time, scope, geographic area and other provisions of Sections 3 and 4 of this Agreement (including, by incorporation, Section 9 of the Securityholders Agreement, as modified by Section 4 of this Agreement) (the “Covenants”) have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the activities contemplated by this Agreement. The Consultant acknowledges and agrees that the terms of the Covenants: (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of the Affiliated Entities, (iii) impose no undue hardship on the Consultant, and (iv) are not injurious to the public. The Consultant further acknowledges and agrees that the Consultant’s breach of the provisions of the Covenants will cause Parent and the Company irreparable harm, which cannot be adequately compensated by money damages, and that if Parent or the Company elects to prevent the Consultant from breaching such provisions by obtaining an injunction against the Consultant, there is a reasonable probability of Parent or the Company’s eventual success on the merits. The Consultant consents and agrees that if the Consultant commits any such breach or threatens to commit any breach, Parent and/or the Company shall be entitled to temporary and permanent injunctive relief from a court of competent jurisdiction, without posting any bond or other security and without the necessity of proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available to Parent and the Company for such breach, including the recovery of money damages. In the event that the Covenants shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, they shall be interpreted to extend only over the maximum period of time for which they may be enforceable and/or over the maximum geographical area as to which they may be enforceable and/or to the maximum extent in all other respects as to which they may be enforceable, all as determined by such court in such action.

6. Successors. This Agreement is personal to the Consultant and without the prior written consent of Parent shall not be assignable by the Consultant otherwise than by will or the laws of descent and distribution. Parent and the Company shall each require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of their respective businesses and/or assets to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Parent or the Company (as applicable) would be required to perform it if no such succession had taken place. As used in this Agreement, “Parent” and the “Company” shall mean Parent and the Company, respectively, as hereinbefore defined and any successor to their respective businesses and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise.

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7. Miscellaneous.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Consultant:

To the most recent address on file with the Company

If to Parent:

Noranda Aluminum Holding Corporation

801 Crescent Centre Drive

Suite 600

Franklin, TN 37067

Attention: Vice President & General Counsel

If to the Company:

Noranda Aluminum Inc.

801 Crescent Centre Drive

Suite 600

Franklin, TN 37067

Attention: Vice President & General Counsel

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision (or portion thereof) of this Agreement shall not affect the validity or enforceability of any other provision (or portion thereof) of this Agreement.

(d) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Consultant has hereunto set the Consultant’s hand and, pursuant to the authorization from their respective Boards of Directors, Parent and the Company have each caused these presents to be executed in its name on its behalf, all as of the day and year first above written.


ALAN K. BROWN

/s/ Alan K. Brown

NORANDA ALUMINUM HOLDING CORPORATION

By		/s/ Gail E. Lehman

NORANDA ALUMINUM, INC.

By		/s/ Gail E. Lehman

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EX-99.1 6 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

Noranda Announces Organizational Changes

Franklin, Tennessee –November 15, 2010–Noranda Aluminum Holding Corporation (NYSE: NOR) (“Noranda” or “the Company”) announced today that Peter J. Hartland has been named President of Noranda’s Upstream Business effective December 6, 2010.

Hartland most recently served as President of the Coatings & Inks Division for Hexion Specialty Chemicals, Inc. Since 1982, Hartland has held several operational management positions with Hexion and its predecessor, Borden Chemical. At both Hexion and Borden, Hartland built a record of improving the performance of the businesses for which he was responsible and achieving results.

Upon completion of immigration processes, Hartland will relocate to the Nashville, Tennessee area from the United Kingdom.

“The addition of Peter Hartland as President of the Upstream Business is consistent with our ongoing efforts to align our management organization with Noranda’s Upstream and Downstream business units,” said Smith. “Peter and I have worked together before and I look forward to renewing our relationship. His proven track record of financial results makes him an important addition to our Company.”

As President of Noranda’s Upstream Business, Hartland assumes the functional role currently filled by Kyle Lorentzen as part of his duties as Chief Operating Officer. Lorentzen, who began serving as Chief Operating Officer in May 2008, will conclude his service to Noranda on December 31, 2010.

The Company also announced that as of March 31, 2011 Alan Brown will conclude his service as Vice President of Human Resources and assume a consultancy role on labor relations issues.

“We appreciate and value the commitment and contributions of both Kyle Lorentzen and Alan Brown to Noranda,” said Smith. “We wish them success in their future endeavors.”

About the Company

Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products, as well as high quality rolled aluminum coils. Noranda is a public company controlled by affiliates of its private equity sponsor.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements.” In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of these terms and other comparable terminology. These statements are not historical facts but instead represent only the Company’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of the Company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in our reports filed with the Securities and Exchange Commission.

Contact

For press inquiries:

April Lassiter

(310) 924-9249

april@mediakreativ.com

For all other inquiries:

Robert Mahoney

Chief Financial Officer

(615) 771-5752

robert.mahoney@noralinc.com

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