EX-10 2 ex101.htm ALCAN RESTRICTED SHARE UNIT PLAN, DATED SEPTEMBER 20, 2006.

Exhibit 10.1    Alcan Restricted Share Unit Plan, dated September 20, 2006.

 

 

 

 

 

 

 

ALCAN

RESTRICTED SHARE UNIT PLAN

 

 

 

 

 

 

 

 


ALCAN

RESTRICTED SHARE UNIT PLAN

 

TABLE OF CONTENTS

 

    Page
     
1. PREAMBLE AND DEFINITIONS 1
2. CONSTRUCTION AND INTERPRETATION 6
3. ELIGIBILITY 6
4. RSU GRANTS AND RSU ACCOUNTS 7
5. ELECTION 8
6. TERMINATION OF EMPLOYMENT 9
7. CHANGE OF CONTROL EVENT 10
8. BENEFICIARY DESIGNATION 10
9. CURRENCY 10
10. SHAREHOLDER RIGHTS 11
11. ADMINISTRATION 11

        


ALCAN

RESTRICTED SHARE UNIT PLAN 

 

 

For purposes of the Plan, the following terms are defined as set forth below:
       
1. PREAMBLE AND DEFINITIONS
       
  1.1 Title
       
    The Plan herein described shall be called the "Restricted Share Unit Plan" and is referred to herein as the "Plan" dated September 20, 2006. 
       
  1.2 Purpose of the Plan
       
   

The purpose of the Plan is to foster the long-term financial success of the Company by promoting alignment of interests between participating executives and shareholders and to attract, retain and motivate talented executives.

       
  1.3 Definitions
       
    1.3.1 "Agreement" or "Award Agreement" means any agreement entered into pursuant to the Plan by which an Award is granted to a Participant.
       
    1.3.2 "Alcan" or "Company" means Alcan Inc., a Canadian company, and includes any successor or assignee corporation or corporations whether by amalgamation, merger or otherwise.
       
    1.3.3

"Award" means Restricted Share Units granted to a Participant under the Plan on a Grant Date, and includes the right to receive additional Restricted Share Units credited in relation thereto as a result of dividends declared on Common Shares.  Awards shall be subject to the terms and conditions of the Plan and shall be evidenced by an Agreement containing such additional terms and conditions as the Committee shall deem desirable.

       
    1.3.4 "Board" means the Board of Directors of the Company.


1



 

    1.3.5

"Cause" shall mean, for purposes of determining whether and when a Participant has incurred a Termination of Employment for Cause, any act or omission which permits the Company or a Subsidiary to terminate the written employment agreement or arrangement between the Participant and the Company or Subsidiary, as the case may be, for "cause" as defined in such agreement or arrangement, or in the event there is no such agreement or arrangement or the agreement or arrangement does not define the term "cause," then "Cause" shall mean any act or failure to act deemed to constitute "cause" under the Company's or Subsidiary's established and applied practices, policies or guidelines applicable to the Participant.

       
    1.3.6 "Change of Control Event" means any of the following:
       
      1.

the acquisition of direct or indirect beneficial ownership of 50% or more of the Shares of the Company by any person or group of associated persons acting together or jointly and in concert;

      2.

any amalgamation, merger, arrangement, reorganization or consolidation (or substantially similar transactions or series of transactions) in respect of the Company, other than where (a) the Shares of the Company after the transaction would continue to represent two-thirds or more of the combined voting securities of the resulting entity, without a concurrent substantial change in the composition of the Company's Board, or (b) it is effected for the purpose of implementing a recapitalization of the Company, without there also occurring an acquisition of direct or indirect beneficial ownership of 20% or more of the Shares of the Company by any person or group of associated persons acting together or jointly and in concert;

      3. the approval by the Company's shareholders of a plan for the complete or effective dissolution of the Company;
      4.

the issuance by the Company of Shares in connection with an exchange offer acquisition if such issuance results in the Shareholders holding less than two-thirds of the combined voting securities of the resulting entity and there is a concurrent substantial change in the composition of the Company's Board;

      5.

the sale of all or substantially all of the assets of the Company, other than (a) to an owner or owners of at least two-thirds of the Company's Shares, or (b) in a manner so that the acquirer is thereafter controlled as to at least two-thirds of its voting securities by the owner or owners of at least two-thirds of the Company's Shares, provided in each case that there is no concurrent substantial change in the composition of the Company's Board;



2


 

      6.

the completion of the corporate approvals necessary on the part of the Company to give effect to any amalgamation, merger, arrangement, reorganization, continuance or consolidation (or substantially similar transactions or series of transactions) in respect of the Company pursuant to which the Company will not survive as a stand-alone publicly-traded corporation - without limitation the Company shall be deemed not to have survived as a stand-alone publicly-traded corporation if (a) there is no longer a liquid market for the Shares on the Toronto or New York stock exchanges, (b) more that 50% of the Shares become held by any person or group of associated persons acting together or jointly and in concert, or (c) the Company becomes a subsidiary of another corporation; or

      7.

any occurrence pursuant to which individuals who were the incumbent Directors on as of the effective date of this Plan cease for any reason to constitute at least two-thirds of the Company's Board, provided that any individual who became a Director subsequently whose election or appointment was approved by at least two-thirds of the incumbent Directors shall also be considered to be an incumbent Director, but further provided that no individual elected or appointed initially as a result of an actual or threatened proxy contest or solicitation of proxies or in connection with amalgamation, merger, arrangement, reorganization, consolidation or share exchange acquisition transaction (or substantially similar transactions or series of transactions) shall be deemed to be an incumbent Director.

         
     

For the purposes hereof a substantial change in the composition of the Company's Board shall be any change involving the departure of at least three Directors or any other change pursuant to which the Directors in office prior thereto cease to constitute at least two-thirds of the members of the Board.  In addition, any "change of control event" which occurs for the purposes of a change of control agreement in force between the Company and an employee of the Company or one of its subsidiaries as of the date hereof shall be deemed to be a Change of Control Event hereunder in relation to that employee.

         
    1.3.7 "Committee" means the Human Resources Committee of the Board or such other committee of the Board as may be designated by the Board.



3


 

    1.3.8

"Common Shares" or "Shares" means the common shares of the Company whether presently or hereafter issued, and any other shares or security resulting from adjustment thereof as described hereinafter, or the common shares of any successor to the Company which is designated for the purpose of the Plan.

       
    1.3.9

"Disability" means the complete permanent inability of a Participant to perform all of his duties under the terms of his employment with the Company as determined by the Plan Administrator upon the basis of such evidence, including independent medical reports and data as the Committee deems appropriate or necessary.

       
    1.3.10 "Deferred Share Unit" or "DSU" means a deferred share unit granted under the EDSUP.
       
    1.3.11

"Election" means the irrevocable election in writing made by a Participant to cancel some or all of the RSUs in the Participant's RSU Account on a particular Vesting Date in exchange for an equity-related investment in the Company.

       
    1.3.12

"Executive Deferred Share Unit Plan" or "EDSUP" means the Alcan Deferred Share Unit Plan for Executives who are fiscal residents of Canada, as amended by the Board from time to time.

       
    1.3.13

"Fair Market Value" on a particular date shall mean the average of the closing prices of the Common Shares on that date as reported on the New York Stock Exchange over the 21 consecutive trading days preceding the particular date in question.

       
    1.3.14 "Grant Date" means the date as of which an Award is granted pursuant to the Plan.
       
    1.3.15 "Participant" means a person who satisfies the eligibility conditions of Section 3 and to who an Award has been granted by the Committee under the Plan.
       
    1.3.16

"Payment Value" shall mean the value of RSUs under an Award on the Vesting Date, which shall be calculated based on the Fair Market Value on the Vesting Date multiplied by the number of RSUs held by the Participant on the Vesting Date.

       
    1.3.17 "Performance Conditions" shall mean those performance conditions, if any, applicable to an Award as may be set by the Committee at the time of grant.


4


 

    1.3.18

"Plan Administrator" shall mean Alcan's Senior Vice President Human Resources or other person occupying the position as the Company's senior Human Resources officer.

       
    1.3.19 "Restricted Share Unit" or "RSU" has the meaning described thereto in Section 4.
       
    1.3.20

"Retirement" means, in accordance with the best interests of the Participant: i) retirement in accordance with the provisions of those employee benefit plans of the Company or any Subsidiary covering the Participant at the time of retirement or at any time during which the Participant received an Award which has not attained its Vesting Date, or ii) the placing of a terminated Participant on non-active payroll of the Company or any Subsidiary to permit such Participant to attain retirement age as defined in such employee benefit plans, or iii) the departure of the Participant from the service of the Company or any Subsidiary for a reason other than Cause, who at the time of the Participant's termination of his employment contract, has attained A) the retirement age provided in the Participant's employment contract, or B) the age of 55 and where the sum of the Participant's age and continuous years of service with the Company or any Subsidiary amounts to at least 65 years. For the purpose of this definition, Retirement includes the concept of early retirement.

       
    1.3.21

"RSU Account" has the meaning ascribed thereto in Section 4.

       
    1.3.22 "Subsidiary" means a company controlled, directly or indirectly, by Alcan.
       
    1.3.23

"Termination of Employment" means the occurrence of any act or event whether pursuant to an employment agreement or otherwise that actually or effectively causes or results in the person's ceasing, for whatever reason, to be an employee of the Company or of any Subsidiary.  A Termination of Employment shall occur with respect to an employee who is employed by a Subsidiary if the Subsidiary shall cease to be a Subsidiary and the Participant shall not immediately thereafter become an employee of the Company or another Subsidiary.

With respect to any person who is not an employee of the Company or a Subsidiary, the Agreement shall establish what act or event shall constitute a Termination of Employment for purposes of the Plan. 

       
    1.3.24

"Termination Date" means the effective date of a Termination of Employment and for the purposes of this Plan shall be the date specified by the Participant in the notice to the Company or its Subsidiaries, or the date specified in the notice received from the Company or its Subsidiaries.


5


 

    1.3.25

"Vesting Date" means in respect of any Award of Restricted Share Units, the date when the Award is fully vested, which shall be specified in the Award Agreement but no later than the day that is the third anniversary of the Grant Date.

       
    1.3.26

"Vesting Period" means in respect of any Award of Restricted Share Units, the period of time from the Grant Date to the Vesting Date, both days inclusive.

       
In addition, certain other terms used herein have definitions given to them in the first place in which they are used.
       
2. CONSTRUCTION AND INTERPRETATION
       
  2.1 In the Plan, references to the masculine include the feminine and reference to the singular shall include the plural and vice versa, as the context shall require.
       
  2.2 The Plan shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the applicable laws in Canada.
       
  2.3

If any provision of the Plan or part thereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforceability of any other provision or part thereof, subject to the ability of the Committee to carry out the intent of the Plan in accordance with their reasonable interpretation of the remaining provisions.

       
  2.4 Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions herein contained.
       
3. ELIGIBILITY
       
 

Except as herein provided, the persons who shall be eligible to participate in the Plan and be granted Awards shall be those persons who are employees, or contractors, suppliers, consultants and other agents of the Company or any Subsidiary, who shall be in a position, as determined by the Committee, to make contributions to the long term financial success of the Company.

Eligibility to participate in the Plan shall not confer a right to receive an Award. There shall be no automatic entitlement to any grant of an Award.


6


 

4. RSU GRANTS AND RSU ACCOUNTS
       
  4.1

The Committee shall have authority to grant Awards of Restricted Share Units under the Plan at any time or from time to time.  Subject to the Participant's satisfaction in full of any conditions, restrictions or limitations imposed in accordance with the Plan or an Agreement (the terms and provisions of which may differ from other Agreements) and subject to Section 5 of the Plan, an Award of Restricted Share Units shall entitle the Participant to be paid therefor on the Vesting Date, cash in an amount equal to the Payment Value.  Payment shall be made as soon as reasonably practicable following the Vesting Date and not later than the end of the calendar year following the third anniversary of the Grant Date.

       
  4.2

The effective date of a grant of an Award shall occur as of the date determined by the Committee.  An Award shall be evidenced by, and subject to the terms of, an Agreement, which shall be executed by the Participant.

       
  4.3 Restricted Share Units shall be subject to such terms and conditions as shall be determined by the Committee, including the following:
       
    4.3.1 The grant price of a Restricted Share Unit on the Grant Date shall be the Fair Market Value on the Grant Date.
       
    4.3.2

The Vesting Period of each Restricted Share Unit shall be fixed by the Committee.  Notwithstanding Section 11.4, the Committee may at any time shorten the Vesting Period of all or part of any Award.

       
  4.4 The vesting of an Award may be subject to Performance Conditions set by the Committee at the time of grant thereof and reflected in the Award Agreement.
       
  4.5 An account, to be known as an "RSU Account", shall be maintained by the Plan Administrator for each Award received by a Participant and such account will be credited with grants of RSUs.
       
  4.6

Whenever cash dividends are declared on the Common Shares, equivalent additional RSUs will be credited to a Participant's RSU Account and will vest at the same time and be subject to the same conditions as the Award to which such additional RSUs relate.  The number of additional RSUs will be calculated by dividing the aggregate amount of dividends that would have been declared and paid to the Participant if the RSUs in the Participant's RSU Account had been Common Shares by the Fair Market Value of a Common Share on the date on which dividends were declared on the Common Shares multiplied by the amount of RSUs in the Participant's RSU Account on the date dividends are declared.  The RSUs in the RSU Account will be tabulated and rounded to six decimal places.


7


 

  4.7 In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of the Company's assets to shareholders, or any other changes affecting the Common Shares, proportionate adjustments to reflect such change or changes shall be made with respect to the number of RSUs outstanding under the Plan, as determined by the Committee on an equitable basis.
       
5. ELECTION
       
  5.1

The Committee shall have the authority to allow Canadian Participants who file an Election in accordance with the EDSUP to exchange, subject to Section 5.3, some or all RSUs into DSUs and to receive further DSUs as a Company incentive to encourage the Participants to commit to an equity‑related investment in the Company.

The Committee shall also have the authority to establish an alternative equity‑related investment in the Company, if permitted by law, that will allow Participants located in countries other than Canada to file an Election to exchange, subject to Section 5.3, some or all RSUs into such equity-related investment in the Company and receive a Company incentive to encourage the Participants to commit to such exchange. These Participants shall refer to the Appendices  to this Plan that may be adopted from time to time for a description of the equity-related investments in the Company available to them according to their country of residence.

The Participant who is a contractor, supplier, consultant or an agent of the Company or any Subsidiary is not entitled to exchange the Restricted Share Units for DSUs or another equity-related investment in the Company.

       
  5.2

To be effective in respect of an Award, an Election must be filed by the Participant with the Company prior to the Vesting Date of such Award, as required by applicable law and as specified in the Award, and may cover some or all of the Restricted Share Units covered by the Award. Once filed, an Election cannot be revoked by the Participant.

       
  5.3

If a Participant files an Election, provided that the Participant has not incurred a Termination of Employment on or before the Vesting Date or the date that would be the Vesting Date as provided in Section 7.1, the RSUs specified in the Election that would otherwise vest on the Vesting Date will be cancelled and the Participant will receive the equivalent value of RSUs either in DSUs together with such further DSUs or another equity-related investment in the Company together with a Company incentive that may have been determined to be available by the Committee in accordance with Section 5.1. DSUs will be granted under the EDSUP and will be subject to the terms of the EDSUP governing DSUs.

If a Participant does not file an Election, the RSUs in the RSU Account will be paid to the Participant in accordance with Section 4.1.


8


 

6. TERMINATION OF EMPLOYMENT
       
  6.1 Termination by Reason of Death or Disability.

Unless otherwise provided in an Agreement or determined by the Committee, if a Participant incurs a Termination of Employment by reason of death or Disability, the Vesting Date for all Restricted Share Units under an Award shall become the date of death or Disability.  The RSUs in the RSU Account will be paid in accordance with Section 4.1.

       
  6.2 Termination by Reason of Retirement.

Unless otherwise provided in an Agreement or determined by the Committee, if a Participant incurs a Termination of Employment by reason of Retirement, all Restricted Share Units under an Award shall continue in existence until the scheduled Vesting Date.  The RSUs in the RSU Account will be paid in accordance with Section 4.1.

       
  6.3 Termination by Reason of Severance.

Unless otherwise provided in an Agreement or determined by the Committee, if a Participant incurs a Termination of Employment due to a severance other than for Cause, including as a result of the discontinuance, liquidation, sale, transfer or otherwise by the Company or its Subsidiaries of a business owned or operated by the Company or its Subsidiaries, the Vesting Date for all Restricted Share Units under an Award shall become the date of the severance.  The RSUs in the RSU Account will be paid in accordance with Section 4.1.

       
  6.4 Forfeiture of Restricted Share Units.

Unless otherwise provided in an Agreement or determined by the Committee, if a Participant incurs a Termination of Employment that is (a) voluntary on the part of the Participant (and is not due to Retirement), or (b) a Termination of Employment for Cause or for any reason other than as set out in Sections 6.1 to 6.3 above, all Restricted Share Units under an Award shall be forfeited as of the Termination Date.


9


 

  6.5 Agents.

In the event a contractor, supplier, consultant or other agent of the Company terminates his or her services to the Company or otherwise ceases to act as an agent of the Company, the terms and conditions set out in the Award Agreement shall govern such situation, but in no case will this Award Agreement permit a payment that would be in contradiction of the three year mandatory payout period described in Section 4.1.

       
7. CHANGE OF CONTROL EVENT
       
 

Upon the occurrence of a Change of Control Event, all RSUs shall become immediately vested and the date of the Change of Control Event shall become the Vesting Date.  The RSUs in the RSU Account will be paid in accordance with Section 4.1 and the payment will be made within 30 days following the date of the Change of Control Event.

       
8. BENEFICIARY DESIGNATION
       
  8.1 Designation of Beneficiary.

Each Participant may advise the Company in a written designation, on a prescribed form, the name of the beneficiary who shall be entitled to receive a payout, if any, with respect to an Award upon his death (Appendix B). The Participant may advise the Company of any change in any such information (Appendix C).

In the event that there shall be no designation of beneficiary made, any amounts to be paid to the Participant's beneficiary shall be paid to the Participant's estate.

       
  8.2 Death of Beneficiary.

In the event that the beneficiary predeceases the Participant, any amounts that would have been paid to the Participant or the Participant's beneficiary under the Plan shall be paid to the Participant's estate.

       
9. CURRENCY
       
  All references in the Plan to cash payments refer to payments in lawful U.S. currency, or such other currency as otherwise determined at the time of payment.

 
10


 

10. SHAREHOLDER RIGHTS
       
  RSUs are not shares and will not entitle a Participant to any shareholder rights, including without limitation, voting rights, dividend entitlement (except as described in Section 4.6) or rights on liquidation.
       
11. ADMINISTRATION
       
  11.1

Unless otherwise determined by the Committee, the Plan shall remain an unfunded obligation of the Company and its Subsidiaries.  If the Committee determines that the Plan shall be funded, a Subsidiary may elect not to fund its obligations. 

       
  11.2

Payments required to be made to a Participant in respect of Restricted Share Units granted in connection with services, employment or otherwise, provided by a Participant to a Subsidiary shall be paid by such Subsidiary.  In the event that a Participant transfers from one Subsidiary to another during the Vesting Period of any Award, the Payment Value of such Award shall be paid to the Participant by the latter Subsidiary on the Vesting Date. 

       
  11.3 Any required taxes in respect of benefits under the Plan shall be paid by the Participant.
       
  11.4

The Plan or any outstanding Awards may be amended or terminated at any time by the Committee.  However, no such amendment or termination will impair a Participant's rights under an Award previously granted under the Plan except with the Participant's written consent or to comply with applicable laws. 

       
  11.5

The Committee shall have full authority, but not limited to, interpret the Plan, adopt, amend and rescind rules for the administration of the Plan, determine the size and frequency of Awards, set the terms and conditions of each Award and make all other decisions and determinations deemed necessary or advisable for the administration of the Plan. As permitted by law, the Committee may delegate its authority and responsibilities to the Plan Administrator.

       
  11.6

The exchange of RSUs into DSUs at the Vesting Date in accordance with Section 5 may not be offered to Participants located in countries other than Canada due to tax laws, securities regulations or other rules. Appendices may be added from time to time to provide a description of the equity-related investments in the Company made available to such Participants together with the Company incentives. These Appendices are an integral part of the Plan once approved by the Committee.


11


APPENDIX A

 

 

Alcan Inc.

SEPTEMBER 2006 RESTRICTED SHARE UNIT AWARD

 

 

Employee Name

Number of RSUs Granted:

 

 

Grant Date:

 

September 20, 2006

 

Alcan Inc. is pleased to grant you this Award of Restricted Share Units in respect of your services to Alcan Inc. ("Company") or a Subsidiary of the Company.  

I. Vesting of Restricted Share Units
       

Subject to the terms and conditions of this letter and the Alcan Restricted Share Unit Plan dated September 20, 2006 ("Plan"), your Award of Restricted Share Units vests and becomes payable on September 19, 2009 ("Vesting Date").

       
II. Payment Upon Vesting
       
  1.

Subject to the terms and conditions of the Plan and paragraphs 2 and 3 below, on the Vesting Date you will be entitled to receive cash in an amount equal to the Payment Value of the RSUs awarded using the Fair Market Value of one Alcan Common Share over the 21 trading days prior to the Vesting Date.  The Payment Value shall be calculated in U.S. dollars using the following formula:

       
     

The Fair Market Value1 of one Alcan Common Share over the 21 trading days immediately preceding the Vesting Date

x

The number of Restricted Share Units held in your RSU Account on the Vesting Date

       
  2.

Whenever cash dividends are declared on Common Shares, additional RSUs will be credited to your RSU Account.  The number of additional RSUs will be calculated by dividing the aggregate amount of dividends declared by the Fair Market Value of a Common Share on the date on which dividends are declared on Common Shares multiplied by the amount of RSUs in your RSU Account on the date dividends are declared.

       
       
       
       
1  Fair Market Value is determined using the closing price of Common Shares as reported on the New York Stock Exchange.


12


 

  3.

Payment of the RSUs in your RSU Account will be made to you as soon as reasonably practicable following the Vesting Date.  Provided that there is no interruption in your service during the Vesting Period, the obligation to make payment will be that of the Alcan Group entity that employs you on the Vesting Date.

     
III. Additional Company Incentive
     
On the Vesting Date, you will be entitled to receive a Company incentive if you elect to exchange some or all your RSUs in your RSU Account into an equity-related investment in the Company in accordance with the following procedure ("Election").
     
  1. Subject to a favourable tax ruling, if you are a Canadian Participant, you will be allowed to irrevocably elect to cancel some or all of the RSUs in your RSU Account in exchange for the right to receive the same number of Deferred Share Units ("DSUs") under the Executive Deferred Share Unit Plan ("EDSUP") together with a Company incentive  in the form of further DSUs in the amount of 20% of the value of the RSUs that you will exchange.
     
  2. If you are a Participant in a country other than Canada, you may be allowed to irrevocably elect to cancel some or all of the RSUs in your RSU Account in exchange for the right to receive the same value in an alternative equity-related investment in the Company together with a Company incentive, if any, for an amount of 20% of the value of the RSUs that you will exchange. If you are a resident in a country other than Canada, see the Appendices of the Plan for a description of the Company incentives available to you that may be adopted from time to time.
     
  3. To make an Election in respect of a particular Award, eligible Participants must notify the Company at least 12 months prior to the Vesting Date. Eligibility will be determined on the basis of your employment as of the date you are required to make the Election. If you do not provide an Election, the value of your RSUs will be paid in cash on the Vesting Date. You will not be entitled to receive a cash payment on the Vesting Date with respect to any RSUs that have been cancelled in accordance with an Election.
     
IV. Governing Laws
     
  This Award and all related matters shall be governed by and interpreted in accordance with the laws of the Province of Quebec and the applicable laws of Canada. 
     
V. Acknowledgement
     
  I have reviewed the provisions of this Award and the conditions under which it is made; I further acknowledge that this Award is subject to all terms and conditions of the Plan as it may be amended in accordance with the terms thereof from time to time; and that there are no arrangements of any sort, employment or otherwise, outside the strict terms of the Plan and this Award that may affect this Award; Defined words in the Plan shall have the same meaning when used herein.  I confirm my acceptance of the Award under these provisions and conditions by clicking the "Accept" button below; this will in turn provide acceptance to this Restricted Share Unit Award. My RSU Account will be administered by Solium.


13



 
 
 
  September 20, 2006
 

Plan Administrator

   

Please print out and retain a copy of this Award Agreement for your records.



14


APPENDIX B

 

ALCAN INC.

RESTRICTED SHARE UNIT PLAN

 

Beneficiary Designation Form

 

I, _______________________________, being a Participant of the Restricted Share Unit Plan (RSU Plan), hereby designate the following person as my Beneficiary for purposes of the RSU Plan and acknowledge that said person is:

 

Name:

 

 

Address:

 

 
 

 

 
 

 

 
 

 

 

 

Under the terms of the RSU Plan, I reserve the right to revoke this designation and to designate another person as my Beneficiary.

 

Signature:

 

 

Employee Number:

 

 

Date:

 

 



15


APPENDIX C

ALCAN INC.

RESTRICTED SHARE UNIT PLAN

Change of Beneficiary Form

 

I, _______________________________, being a Participant of the Restricted Share Unit Plan (RSU Plan), hereby revoke the designation of ______________________________ as my Beneficiary for purposes of the RSU Plan and designate instead:

 

Name:

 

 

Address:

 

 
 

 

 
 

 

 
 

 

 

 

Under the terms of the RSU Plan, I reserve the right to revoke this designation and to designate another person as my Beneficiary.

 

Signature:

 

 

Employee Number:

 

 

Date:

 

 

 

16